DNB Financial Corporation
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D
N
B FI
N
A
NCI
AL CORPORAT
I
O
N
4 Br
a
n
dyw
in
e Aven
u
e
Dow
nin
gtown, PA
1
9335
|
Te
l
6
1
0
.
269
.1
04
0
I
Fax 48
4.
359.3
1
76
I
www
.
d
n
b
fir
st.com
March 18, 2019
(via email: eitan@klukfarber.com)
E
itan
Hoenig,
Esq.
Kluk Farber Law
166 Mercer Street, Suite 6B
New York, NY 10012
Re:
CT Opportunity Partners I L.P. and Driver Management Company
LLC
Dear Mr. Hoenig:
I
am
responding to the
letters
dated March 12,
2019
sent
by
J.
Abbott
R.
Cooper
by
email to
James Thornton, the
C
hairm
an of
the Board of DNB Financial Corporation ("DNBF")
on
behalf of
CT
Opportunity
Partners
I
L.P.
and Driver Management
Company
LLC
(the
"Reporting Persons"). One of the
letters represents the demand of the Reporting Persons to inspect and copy certain books and records of DNBF and its
subsidiaries
pursuant to Section 1508 of the Pennsylvania Business Corporation Law, 15 Pa.C.S.A.
§1508.
Mr. Cooper has requested that DNBF's
response to the demand be directed to
you.
The demand fails to
comply with
applicab
l
e
Pennsylvania law in
a
number of respects, including, but not limited to, those described below. As
a
result, at this time DNBF
wi
ll
not
provide access to
any
of the materials covered by the demand.
The
right to inspect under Section 1508 applies
to a
"shareholder" of a
Pennsylvania corporation. Section 1103
of
the Pennsylvania Business
Corporation Law,
15 Pa.C.S.A.
§1103,
defines
"shareholder"
in
terms
of
a "record
holder or record owner of
sha
r
es." P
l
ease
provide DNBF with documentation from the record
holder
of
the
shares of
DNBF common
stock
verifying that the
Reporting
Persons
are
beneficial owners
of shares of
DNBF common
stock.
Section
1508
a
l
so
requires
that a
shareholder making
a
demand state
a
proper purpose for the demand. The demand
for the
stocklist does not
state
a proper purpose under
Pennsylvania
l
aw.
In
fact,
it does
not appear to
state any purpose at a
ll
for this particular demand
.
If
the
Reporting Persons submit an amended
demand
stating a
proper purpose
for
the
stocklist
demand
and
the
ownership verification
noted
above,
DNBF is
willing
to provide the
stock
li
st
materials identified
in paragraphs 4
and 5
under
"Stocklist
Materials."
With
respect to the demand set forth in paragraphs 1, 2 and 3 under "Corporate Books and Records
,"
DNBF believes that the demand also fails to state a proper purpose under Pennsylvania law. Further, even if the demand were to state a proper purpose
,
its broad scope greatly exceeds the "books and records of account, and records
of the proceedings of the incorporators, shareholders and directors
"
contemplated by the statute. DNBF would consider providing information that is more narrow in scope and expresses a proper purpose. DNBF's counsel is prepared to discuss the parameters of a demand from the
Reporting Persons that DNBF would consider for these types of materials, and I can provide counsel's contact information if you wish
.
Sincerely yours,
/s/ Gerald F. Sopp
Gerald F. Sopp
Corporate Secretary
DNB Financial Corporation
cc. J. Abbott R. Cooper (via email: ac
@
drivermgmtco.com)