Registration Statement No. 333-255329
RISK
FACTORS
In addition
to the other information contained in or incorporated by reference into this document, including the matters addressed under the
section entitled “Cautionary Statement Regarding Forward-Looking Statements,” and the matters discussed in the “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections
of WSFS’s Annual Report on Form 10-K for the year ended December 31, 2020, Bryn Mawr’s Annual Report on Form 10-K
for the year ended December 31, 2020 and any updates to those risk factors set forth in WSFS’s and Bryn Mawr’s Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed with the SEC, WSFS stockholders and
Bryn Mawr shareholders should carefully consider the following factors in deciding whether to vote for each company’s respective
proposals. Please also see the section entitled “Where You Can Find More Information.”
Risks Relating
to the Mergers
Because the market
price of WSFS common stock will fluctuate, the value of the merger consideration to be received by Bryn Mawr shareholders may
change.
Pursuant
to the merger agreement, upon completion of the merger, each outstanding share of Bryn Mawr common stock, except for certain shares
of Bryn Mawr common stock owned by Bryn Mawr or WSFS, will be converted into the right to receive 0.90 of a share of WSFS common
stock. The closing price of WSFS common stock on the date that the merger is completed may vary from the closing price of WSFS
common stock on the date WSFS and Bryn Mawr announced the signing of the merger agreement, the date that this document is being
mailed to each of the WSFS and Bryn Mawr stockholders and the date of the special meetings of WSFS and Bryn Mawr stockholders.
Because the merger consideration is determined by a fixed exchange ratio, at the time of the Bryn Mawr special meeting, Bryn Mawr
shareholders will not know or be able to calculate the value of the WSFS common stock they will receive upon completion of the
merger. Any change in the market price of WSFS common stock prior to completion of the merger may affect the value of the merger
consideration that Bryn Mawr shareholders will receive upon completion of the merger. Stock price changes may result from a variety
of factors, including general market and economic conditions, impacts and disruptions resulting from the ongoing COVID-19 pandemic,
changes in our respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these
factors are beyond the control of WSFS and Bryn Mawr. Bryn Mawr shareholders should obtain current market quotations for shares
of WSFS common stock and Bryn Mawr common stock before voting their shares at the Bryn Mawr special meeting.
There will
be no adjustment to the merger consideration based upon changes in the market price of WSFS common stock or Bryn Mawr common stock
prior to the time the mergers are completed. In addition, the merger agreement cannot be terminated due to a change in the price
of WSFS common stock.
Regulatory approvals
may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.
Before the
transactions contemplated by the merger agreement, including the mergers, may be completed, various approvals must be obtained
from bank regulatory authorities. In determining whether to grant these approvals, the applicable regulatory authorities consider
a variety of factors, including the competitive impact of the proposal in the relevant geographic markets; financial, managerial
and other supervisory considerations of each party; convenience and needs of the communities to be served and the record of the
insured depository institution subsidiaries under the Community Reinvestment Act of 1977 and the regulations promulgated thereunder,
or the Community Reinvestment Act; effectiveness of the parties in combating money laundering activities; and the extent to which
the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system.
These regulatory authorities may impose conditions on the granting of such approvals. Such conditions or changes and the process
of obtaining regulatory approvals
could have the effect of delaying completion of the mergers or of imposing additional costs
or limitations on the combined company following the mergers. The regulatory approvals may not be received at all, may not be
received in a timely fashion, or may contain conditions on the completion of the mergers that are not anticipated or cannot be
met. Furthermore, such conditions or changes may constitute a burdensome condition that may allow WSFS to terminate the merger
agreement and WSFS may exercise its right to terminate the merger agreement. If the consummation of the mergers is delayed, including
by a delay in receipt of necessary regulatory approvals, the business, financial condition and results of operations of each company
may also be materially and adversely affected. See the section entitled “The Mergers—Regulatory Approvals Required
for the Mergers.”
Failure of the
mergers to be completed, the termination of the merger agreement or a significant delay in the consummation of the mergers could
negatively impact WSFS and Bryn Mawr.
The merger
agreement is subject to a number of conditions which must be fulfilled in order to complete the mergers. Please see the section
entitled “The Merger Agreement—Conditions to Consummation of the Mergers.” These conditions to the consummation
of the mergers may not be fulfilled and, accordingly, the mergers may not be completed. In addition, if the mergers are not completed
by March 9, 2022, either WSFS or Bryn Mawr may choose to terminate the merger agreement at any time after that date if the failure
to consummate the transactions contemplated by the merger agreement is not caused by any breach of the merger agreement by the
party electing to terminate the merger agreement, before or after stockholder approval.
If the mergers
are not consummated, the ongoing business, financial condition and results of operations of each party may be materially adversely
affected and the market price of each party’s common stock may decline significantly, particularly to the extent that the
current market price reflects a market assumption that the mergers will be consummated. If the consummation of the mergers are
delayed, including by the receipt of a competing acquisition proposal, the business, financial condition and results of operations
of each company may be materially adversely affected.
In addition,
each party has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions
contemplated by the merger agreement. If the mergers are not completed, the parties would have to recognize these expenses without
realizing the expected benefits of the mergers. Any of the foregoing, or other risks arising in connection with the failure of
or delay in consummating the mergers, including the diversion of management attention from pursuing other opportunities and the
constraints in the merger agreement on the ability to make significant changes to each party’s ongoing business during the
pendency of the mergers, could have a material adverse effect on each party’s business, financial condition and results
of operations.
Additionally,
WSFS’s or Bryn Mawr’s business may have been adversely impacted by the failure to pursue other beneficial opportunities
due to the focus of management on the mergers, without realizing any of the anticipated benefits of completing the mergers, and
the market price of WSFS common stock or Bryn Mawr common stock might decline to the extent that the current market price reflects
a market assumption that the mergers will be completed. If the merger agreement is terminated and a party’s board of directors
seeks another merger or business combination, such party’s stockholders cannot be certain that such party will be able to
find a party willing to engage in a transaction on more attractive terms than the mergers.
Some of the conditions
to the mergers may be waived by Bryn Mawr or WSFS without resoliciting stockholder adoption and approval of the merger agreement.
Some of
the conditions to the mergers set forth in the merger agreement may be waived by Bryn Mawr or WSFS, subject to the agreement of
the other party in specific cases. See the section entitled “The Merger Agreement—Conditions to Consummation of the
Mergers.” If any such conditions are waived, Bryn Mawr and WSFS will evaluate whether an amendment of this joint proxy statement/prospectus
and resolicitation of proxies
is warranted. In the event that the Bryn Mawr board of directors or the WSFS board of directors,
as applicable, determines that resolicitation of stockholders is not warranted, Bryn Mawr and WSFS will have the discretion to
complete the mergers without seeking further Bryn Mawr and WSFS stockholder approval.
WSFS and Bryn
Mawr will be subject to business uncertainties and contractual restrictions while the mergers are pending.
Uncertainty
about the effect of the mergers on employees, customers (including depositors and borrowers), suppliers and vendors may have an
adverse effect on the business, financial condition and results of operations of Bryn Mawr and WSFS. These uncertainties may impair
WSFS’s or Bryn Mawr’s ability to attract, retain and motivate key personnel and customers (including depositors and
borrowers) pending the consummation of the mergers, as such personnel and customers may experience uncertainty about their future
roles and relationships following the consummation of the mergers. Additionally, these uncertainties could cause customers (including
depositors and borrowers), suppliers, vendors and others who deal with Bryn Mawr and/or WSFS to seek to change existing business
relationships with Bryn Mawr and/or WSFS or fail to extend an existing relationship with Bryn Mawr and/or WSFS. In addition, competitors
may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may
result from the mergers.
The pursuit
of the mergers and the preparation for the integration may place a burden on each company’s management and internal resources.
Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the
transition and integration process could have a material adverse effect on each company’s business, financial condition
and results of operations.
In addition,
the merger agreement restricts each party from taking certain actions without the other party’s consent while the mergers
are pending. These restrictions could have a material adverse effect on each party’s business, financial condition and results
of operations. Please see the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business
Prior to the Effective Time” for a description of the restrictive covenants applicable to Bryn Mawr and WSFS.
Bryn Mawr’s
directors and executive officers have interests in the mergers that may be different from the interests of other Bryn Mawr shareholders.
Bryn Mawr’s
directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of
the Bryn Mawr shareholders generally. The Bryn Mawr board of directors was aware of these interests and considered them, among
other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining
to recommend to the Bryn Mawr shareholders that they vote to approve the Bryn Mawr merger proposal. These interests are described
in more detail under the section entitled “The Mergers—Interests of Bryn Mawr’s Directors and Executive Officers
in the Mergers.”
Shares of WSFS
common stock to be received by Bryn Mawr shareholders as a result of the merger will have rights different from the shares of
Bryn Mawr common stock.
The
rights of Bryn Mawr shareholders are currently governed by the amended and restated articles of incorporation of Bryn Mawr,
which we refer to as the Bryn Mawr charter, and the amended and restated bylaws of Bryn Mawr, which we refer to as the Bryn
Mawr bylaws. Upon completion of the merger, the rights of former Bryn Mawr shareholders will be governed by the WSFS charter
and the WSFS bylaws. WSFS is organized under Delaware law, while Bryn Mawr is organized under Pennsylvania law. The rights
associated with Bryn Mawr common stock are different from the rights associated with WSFS common stock. Please see the
section entitled “Comparison of Stockholders’ Rights” for a discussion of the different rights associated
with WSFS common stock.
The merger agreement
contains provisions that may discourage other companies from pursuing, announcing or submitting a business combination proposal
to Bryn Mawr that might result in greater value to Bryn Mawr shareholders.
The merger
agreement contains provisions that may discourage a third party from pursuing, announcing or submitting a business combination
proposal to Bryn Mawr that might result in greater value to the Bryn Mawr shareholders than the mergers. These provisions include
a general prohibition on Bryn Mawr from soliciting, or, subject to certain exceptions, entering into discussions with any third
party regarding any acquisition proposal or offers for competing transactions, as described under the section entitled “The
Merger Agreement—Agreement Not to Solicit Other Offers.” Furthermore, if the merger agreement is terminated, under
certain circumstances, Bryn Mawr may be required to pay WSFS a termination fee equal to $37,725,000, as described under the section
entitled “The Merger Agreement—Termination Fee.” Each party also has an unqualified obligation to submit their
respective merger-related proposals to a vote by such party’s stockholders, including if Bryn Mawr receives an unsolicited
proposal that the Bryn Mawr board of directors believes is superior to the merger. See the section entitled “The Merger
Agreement— Stockholder Meetings and Recommendation of WSFS and Bryn Mawr Boards of Directors.”
In connection
with entering into the merger agreement, each member of the board of directors of Bryn Mawr and each executive officer of Bryn
Mawr, in their capacities as Bryn Mawr shareholders, have entered into the voting agreements. The voting agreements require, among
other things, that the shareholder party thereto vote all of his or her shares of Bryn Mawr common stock in favor of the merger
and the other transactions contemplated by the merger agreement and against alternative transactions and not to, directly or indirectly,
assign, sell, transfer or otherwise dispose of their shares of Bryn Mawr common stock, subject to certain exceptions. For further
information, please see the section entitled “The Merger Agreement—Voting Agreements.”
The merger is
expected to, but may not, qualify as a reorganization under Section 368(a) of the Code.
The parties
expect the merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligations
of WSFS and Bryn Mawr to complete the mergers are conditioned upon the receipt of a U.S. federal income tax opinion to that effect
from Covington & Burling and Squire Patton Boggs, respectively. A tax opinion represents the legal judgment of counsel rendering
the opinion and is not binding on the United States Internal Revenue Service, or the IRS, or the courts. The expectation that
the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code reflects assumptions
and was prepared taking into account the relevant information available to WSFS and Bryn Mawr at the time. However, this information
is not a fact and should not be relied upon as necessarily indicative of future results. Furthermore, such expectation constitutes
a forward- looking statement. For information on forward-looking statements, see the section entitled “Cautionary Statement
Regarding Forward-Looking Statements.” If the merger does not qualify as a “reorganization” within the meaning
of Section 368(a) of the Code, then a Bryn Mawr shareholder may be required to recognize any gain or loss equal to the difference
between (1) the fair market value of WSFS common stock received by the Bryn Mawr shareholder in the merger and (2) the Bryn Mawr
shareholder’s adjusted tax basis in the shares of Bryn Mawr common stock exchanged therefor. For further information, please
refer to the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.” You should consult
your tax advisor to determine the particular tax consequences to you.
The opinions of
KBW and Piper Sandler delivered to the respective boards of directors of Bryn Mawr and WSFS prior to the signing of the merger
agreement will not reflect changes in circumstances after the dates of the opinions.
Prior to
the execution of the merger agreement, each of the Bryn Mawr and WSFS board of directors received an opinion to address the fairness
of the exchange ratio or the merger consideration from a financial point of view as of their respective dates and subject to the
limitations and assumptions contained therein.
Subsequent changes in the operations and prospects of Bryn Mawr or WSFS, general
market and economic conditions and other factors that may be beyond the control of Bryn Mawr or WSFS, may significantly alter
the value of Bryn Mawr or WSFS or the prices of the shares of Bryn Mawr common stock or WSFS common stock by the time the mergers
are completed. The opinions do not speak as of the effective time or as of any other date other than the date of such opinions.
For a description of the opinions received by the respective boards of directors of Bryn Mawr and WSFS, please refer to the sections
entitled, respectively, “The Mergers—Opinion of Bryn Mawr’s Financial Advisor” and “The Mergers—Opinion
of WSFS’s Financial Advisor.”
Litigation relating
to the mergers could result in significant costs, management distraction, and/or a delay of or injunction against the mergers.
On April 21,
2021, a purported Bryn Mawr shareholder filed a lawsuit against Bryn Mawr, the members of the Bryn Mawr board of directors, and
WSFS in the United States District Court for the District of Delaware, captioned Stein v. Bryn Mawr Corp., et al. (Case
No. 1:99-mc-09999-UNA). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange
Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information concerning the merger
and related matters to Bryn Mawr shareholders. The plaintiff seeks injunctive relief, rescissory and compensatory damages and
an award of attorneys’ fees and expenses.
On April 27,
2021, another purported Bryn Mawr shareholder filed a lawsuit against Bryn Mawr, the members of the Bryn Mawr board of directors,
and WSFS in the United States District Court for the District of Delaware, captioned Artis v. Bryn Mawr Corp., et al. (Case
No. 1:21-cv-00588-UNA). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange
Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information concerning the merger
and related matters to Bryn Mawr shareholders. The plaintiff seeks injunctive relief, declaratory relief, rescissory damages and
an award of attorneys’ and experts’ fees and expenses.
On April 28,
2021, a purported WSFS stockholder filed a lawsuit against WSFS and the members of the WSFS board of directors in the United States
District Court for the District of Delaware, captioned Karp v. WSFS Fin. Corp., et al. (Case No. 1:21-cv-00605-UNA). The
plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated
thereunder by disclosing materially incomplete and misleading information concerning the merger and related matters to WSFS stockholders.
The plaintiff seeks injunctive relief, compensatory damages and an award of attorneys’ and experts’ fees and expenses.
On May 5, 2021, another purported WSFS stockholder
filed a lawsuit against WSFS and the members of the WSFS board of directors in the United States District Court for the District of New
Jersey, captioned Bushansky v. WSFS Fin. Corp., et al. (Case No. 1:21-cv-10789). The plaintiff generally alleges that the defendants
violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading
information concerning the merger and related matters to WSFS stockholders. The plaintiff seeks injunctive relief, compensatory damages
and an award of attorneys’ and experts’ fees and expenses.
The outcomes
of these actions are uncertain and could result in significant costs to WSFS and/or Bryn Mawr, including costs associated with
the indemnification of WSFS’s and Bryn Mawr’s directors and officers. Other plaintiffs may also file lawsuits against
WSFS, Bryn Mawr and/or their directors and officers in connection with the merger. The defense or settlement of any lawsuits or
claims relating to the merger may have an adverse effect on the business, financial condition and results of operations of WSFS,
Bryn Mawr and/or the combined company.
If the actions
remain unresolved, they could prevent or delay the completion of the mergers. One of the conditions to the consummation of the
mergers is the absence of any law or order (whether temporary, preliminary or permanent) by any court or regulatory authority
of competent jurisdiction prohibiting, restricting or making illegal the consummation of the transactions contemplated by the
merger agreement (including the mergers). Consequently, if a settlement or other resolution is not reached in any lawsuit that
is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a regulatory authority issues an order
or other directive prohibiting, restricting or making illegal the consummation of the transactions contemplated by the merger
agreement (including the mergers), then such injunctive or other relief may prevent the mergers from becoming effective in a timely
manner or at all.
The COVID-19 pandemic
may delay and adversely affect the completion of the mergers.
The COVID-19
pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely
affect, the business, financial condition, liquidity, capital and results of operations of WSFS and Bryn Mawr. If the effects
of the COVID-19 pandemic cause continued or extended decline in the economic environment and the financial results of WSFS or
Bryn Mawr, or the business operations of WSFS or Bryn Mawr are disrupted as a result of the COVID-19 pandemic, efforts to complete
the mergers and integrate the businesses of WSFS and Bryn Mawr may also be delayed and adversely affected. Additional time may
be required to obtain the requisite regulatory approvals, and regulatory authorities may impose additional requirements on WSFS
or Bryn Mawr that must be satisfied prior to completion of the mergers, which could delay and adversely affect the completion
of the mergers.
Risks Relating
to the Combined Company’s Business Following the Mergers
The market price
of the common stock of the combined company after the mergers may be affected by factors different from those currently affecting
the shares of WSFS or Bryn Mawr common stock.
Upon the
completion of the mergers, WSFS stockholders and Bryn Mawr shareholders will become stockholders of the combined company. WSFS’s
business differs from that of Bryn Mawr, and, accordingly, the results of operations of the combined company and the market price
of the combined company’s shares of common stock may be affected by factors different from those currently affecting the
independent results of operations of each of Bryn Mawr and WSFS. For a discussion of the businesses of WSFS and Bryn Mawr, please
see the section entitled “Information About the Companies.” For a discussion of the businesses of WSFS and Bryn Mawr
and of certain factors to consider in connection with such businesses, please see the documents incorporated by reference in this
joint proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information.”
Sales of substantial
amounts of WSFS common stock in the open market by former Bryn Mawr shareholders could depress WSFS’s stock price.
Shares of WSFS
common stock that are issued to Bryn Mawr shareholders in the merger will be freely tradable without restrictions or further registration
under the Securities Act. Based on the number of shares of Bryn Mawr common stock that are outstanding (which includes the shares of
Bryn Mawr common stock underlying Bryn Mawr restricted stock awards), WSFS currently expects to issue approximately 18,351,464
shares of WSFS common stock in connection with the merger. If the mergers are completed and if Bryn Mawr’s former shareholders
sell substantial amounts of WSFS common stock in the public market following completion of the mergers, the market price of WSFS common
stock may decrease. These sales might also make it more difficult for WSFS to sell equity or equity-related securities at a time and
price that it otherwise would deem appropriate.
Combining the
two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the
mergers may not be realized.
The success
of the mergers will depend on, among other things, the combined company’s ability to combine the businesses of WSFS and
Bryn Mawr. If the combined company is not able to successfully achieve this objective, the anticipated benefits of the mergers
may not be realized fully, or at all, or may take longer to realize than expected.
WSFS and Bryn Mawr have
operated and, until the completion of the mergers, will continue to operate, independently. The success of the mergers, including anticipated
benefits and cost savings, will depend, in part, on the successful combination of the businesses of WSFS and Bryn Mawr. To realize these
anticipated benefits and cost savings, after the completion of the mergers, WSFS expects to integrate Bryn Mawr’s business into
its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s
ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s
ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings
of the mergers. The loss of key employees could have an adverse effect on the companies’ financial results and the value of their
common stock. In addition, the impacts of the COVID-19 pandemic may make it more costly or more difficult to integrate the business of
WSFS and Bryn Mawr. If WSFS experiences difficulties with the integration process, the anticipated benefits of the mergers may not be
realized fully, or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may
be business disruptions that cause Bryn Mawr or WSFS to lose current customers or cause current customers to remove their accounts from
Bryn Mawr or WSFS and move their business to competing financial institutions. Integration efforts between the two companies will also
divert management attention and resources. These integration matters could have an adverse effect on each of Bryn Mawr and WSFS during
this transition period and for an undetermined period after consummation of the mergers.
The combined company
expects to incur substantial expenses related to the mergers.
The combined
company expects to incur substantial expenses in connection with consummation of the mergers and combining the business, operations,
networks, systems, technologies, policies and procedures of the two companies. Although WSFS and Bryn Mawr have assumed that a
certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that
could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their
nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses
associated with the mergers could, particularly in the near term, exceed the savings that the combined company expects to achieve
from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination
of the businesses following the consummation of the mergers. As a result of these expenses, both WSFS and Bryn Mawr expect to
take charges against their earnings before and after the completion of the mergers. The charges taken in connection with the mergers
are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.
Holders of WSFS
and Bryn Mawr common stock will have a reduced ownership and voting interest after the mergers and will exercise less influence
over management.
Holders of WSFS
and Bryn Mawr common stock currently have the right to vote for the election of the directors and on other matters affecting WSFS and
Bryn Mawr, respectively. Upon the completion of the mergers, each Bryn Mawr shareholder will become a stockholder of WSFS with a percentage
ownership of WSFS common stock that is smaller than such shareholder’s percentage ownership of Bryn Mawr common stock. Following
completion of the mergers, it is currently expected that former holders of Bryn Mawr common stock as a group will own approximately 28%
of the combined company’s common stock and existing WSFS stockholders
as a group will own approximately 72% of the combined
company’s common stock. As a result, holders of WSFS and Bryn Mawr common stock will have less influence on the management and
policies of the combined company than they now have on the management and policies of WSFS or Bryn Mawr, as applicable.
The mergers will
result in changes to the board of directors of the combined company.
Upon completion
of the mergers, the composition of the combined company board of directors will be different than the current WSFS and Bryn Mawr
boards of directors. Upon the completion of the mergers, the WSFS board of directors will consist of the current members of the
WSFS board of directors and three current members of the Bryn Mawr board of directors (including Francis Leto and two other current
members of the Bryn Mawr board of directors as mutually agreed by Bryn Mawr and WSFS). This new composition of the combined company
board of directors may affect the future decisions of the combined company.
The unaudited
pro forma combined condensed financial information included in this document is illustrative only and the actual financial condition
and results of operations after the mergers may differ materially.
The unaudited
pro forma combined condensed financial statements in this document are presented for illustrative purposes only. The unaudited
pro forma combined condensed financial statements are not necessarily, and should not be assumed to be, an indication of the results
that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future.
A final determination of the fair values of Bryn Mawr’s assets and liabilities, which cannot be made prior to the completion
of the mergers, will be based on the actual net tangible and intangible assets of Bryn Mawr that exist as of the date the merger
becomes effective. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and identifiable intangibles
could change significantly from those allocations used in the unaudited pro forma combined condensed financial statements presented
herein and could result in a material change in amortization of acquired intangible assets. In addition, the value of the final
merger consideration will be based on the closing price of WSFS common stock on the date the merger becomes effective. For more
information, please see the section entitled “Unaudited Pro Forma Combined Condensed Financial Statements.”
THE
BRYN MAWR SPECIAL MEETING
This section
contains information for Bryn Mawr shareholders about the Bryn Mawr special meeting. Bryn Mawr is mailing this joint proxy statement/prospectus
to you, as a Bryn Mawr shareholder, on or about May 6, 2021. This joint proxy statement/prospectus is accompanied by a notice
of the Bryn Mawr special meeting and a proxy card that the Bryn Mawr board of directors is soliciting for use at the Bryn Mawr special
meeting and at any adjournments or postponements of the Bryn Mawr special meeting. References to “you” and “your”
in this section are to Bryn Mawr shareholders.
Date, Time and
Place of the Bryn Mawr Special Meeting
Bryn Mawr will
hold the Bryn Mawr special meeting at Bryn Mawr’s headquarters, 801 Lancaster Ave, Bryn Mawr, Pennsylvania 19010, commencing at
11:00 a.m., Eastern Time, on June 10, 2021. In addition, and due to the COVID-19 pandemic, Bryn Mawr is providing a virtual format for
meeting attendance for those who do not wish or are not able to attend the meeting in person. On or about May 6, 2021, Bryn Mawr
commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its shareholders entitled to vote at the
Bryn Mawr special meeting.
Purpose of the
Bryn Mawr Special Meeting
At the Bryn
Mawr special meeting, Bryn Mawr shareholders will be asked to consider and vote on the following matters:
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the
Bryn Mawr merger proposal;
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the
Bryn Mawr advisory proposal on specified compensation; and
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the
Bryn Mawr adjournment proposal, if necessary or appropriate.
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Recommendation
of the Bryn Mawr Board of Directors
The Bryn
Mawr board of directors approved the mergers and the merger agreement and recommends that Bryn Mawr shareholders vote “FOR”
the Bryn Mawr merger proposal, “FOR” the Bryn Mawr advisory proposal on specified compensation and “FOR”
the Bryn Mawr adjournment proposal. Please see the section entitled “The Mergers—Bryn Mawr’s Reasons for the
Mergers and Recommendations of the Bryn Mawr Board of Directors” for a more detailed discussion of the factors considered
by the Bryn Mawr board of directors in reaching its decision to approve the merger agreement.
Completion
of the mergers is conditioned upon the approval of the Bryn Mawr merger proposal, but is not conditioned upon the approval of
the Bryn Mawr advisory proposal on specified compensation or the Bryn Mawr adjournment proposal.
Record Date and
Quorum
Bryn Mawr has
fixed the close of business on May 3, 2021 as the Bryn Mawr record date for the Bryn Mawr special meeting. Only Bryn Mawr shareholders
of record on that date are entitled to notice of and vote at the Bryn Mawr special meeting or any adjournment or postponement of the
Bryn Mawr special meeting. As of the Bryn Mawr record date, there were 19,930,498 shares of Bryn Mawr common stock outstanding
and entitled to notice of, and to vote at, the Bryn Mawr special meeting, held by approximately 777 shareholders of record. Each
holder of shares of Bryn Mawr common stock outstanding on the Bryn Mawr record date will be entitled to one vote for each share held
of record.
The
presence at the Bryn Mawr special meeting, in person (including remote participation through the virtual format of the meeting)
or by proxy, of a majority of the shares of Bryn Mawr common stock outstanding and entitled to vote as of the Bryn Mawr record
date will constitute a quorum for the purposes of the Bryn Mawr special meeting. All shares of Bryn Mawr common stock present
in person (including remote participation through the virtual format of the meeting) or represented by proxy, including abstentions,
if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at
the Bryn Mawr special meeting.
If
a quorum is not present at the Bryn Mawr special meeting, it will be postponed until the holders of the number of shares of Bryn
Mawr common stock required to constitute a quorum attend. If additional votes must be solicited in order for Bryn Mawr shareholders
to approve the Bryn Mawr merger proposal and the Bryn Mawr adjournment proposal is approved, the Bryn Mawr special meeting will
be adjourned to solicit additional proxies.
Vote Required;
Treatment of Abstentions and Failure to Vote
Approval
of the Bryn Mawr merger proposal requires the affirmative vote of a majority of the votes cast by holders of Bryn Mawr common
stock in person (including remote participation through the virtual format of the meeting) or by proxy at the Bryn Mawr special
meeting and entitled to vote thereon. Approval of the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr
adjournment proposal each require the affirmative vote of holders of a majority of the outstanding shares of Bryn Mawr common
stock having voting powers present, in person (including remote participation through the virtual format of the meeting) or by
proxy, at the Bryn Mawr special meeting.
With respect
to the Bryn Mawr merger proposal, if you mark “ABSTAIN” on your proxy card, fail to submit a proxy card
or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of
the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker
or other nominee how to vote, it will have no effect on the Bryn Mawr merger proposal. With respect to the Bryn Mawr advisory
proposal on specified compensation and the Bryn Mawr adjournment proposal, if you mark “ABSTAIN” on your proxy card,
it will have the same effect as a vote against such proposals, and if you fail to submit a proxy card or fail to
vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the
Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how
to vote, it will have no effect on the Bryn Mawr advisory proposal on specified compensation or the Bryn Mawr adjournment proposal.
Shares Held by
Directors and Executive Officers
As of the Bryn
Mawr record date, there were 19,930,498 shares of Bryn Mawr common stock entitled to vote at the Bryn Mawr special meeting. As
of the Bryn Mawr record date, the directors and executive officers of Bryn Mawr and their affiliates beneficially owned and were entitled
to vote approximately 275,354 shares of Bryn Mawr common stock, representing approximately 1.38% of the shares of Bryn
Mawr common stock outstanding on that date. Bryn Mawr currently expects that each of its directors and executive officers will vote their
shares of Bryn Mawr common stock in favor of the Bryn Mawr merger proposal and the Bryn Mawr adjournment proposal. In connection with
entering into the merger agreement, each member of the board of directors of Bryn Mawr and each executive officer of Bryn Mawr, in their
capacities as Bryn Mawr shareholders, have entered into the voting agreements. The voting agreements require, among other things, that
the shareholder party thereto vote all of his or her shares of Bryn Mawr common stock in favor of the merger and the other transactions
contemplated by the merger agreement and against alternative transactions and not to, directly or indirectly, assign, sell, transfer
or otherwise dispose of their shares of Bryn Mawr common stock, subject to certain exceptions. For further information, please see the
section entitled “The Merger Agreement—Voting Agreements.”
Voting of Proxies;
Incomplete Proxies
A Bryn
Mawr shareholder may vote by proxy or in person (including remote participation through the virtual format of the meeting) at
the Bryn Mawr special meeting. If you hold your shares of Bryn Mawr common stock in your name as a shareholder of record, to submit
a proxy, you, as a Bryn Mawr shareholder, may use one of the following methods:
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through
the internet by visiting www.envisionreports.com/BMTCSpecial and following the
instructions;
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by
telephone by calling (800) 652-8683 and following the recorded instructions; or
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by
mail by completing, signing, dating and returning the proxy card in the enclosed envelope,
which requires no additional postage if mailed in the United States.
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When
a properly executed proxy card is returned, the shares of Bryn Mawr common stock represented by it will be voted at the Bryn Mawr
special meeting in accordance with the instructions contained on the proxy card. If any proxy card is returned without indication
as to how to vote, the shares of Bryn Mawr common stock represented by the proxy card will be voted as recommended by the Bryn
Mawr board of directors.
For shareholders whose
shares are registered in the name of a bank, broker or other nominee, please consult the voting instructions provided by your bank, broker
or other nominee for information about the deadline for voting by telephone or through the internet.
If
a Bryn Mawr shareholder’s shares are held in “street name” by a bank, broker or other nominee, the shareholder
should check the voting form used by that firm to determine how to vote. You may not vote shares held in “street name”
by returning a proxy card directly to Bryn Mawr or by voting in person (including remote participation through the virtual format
of the meeting) at the Bryn Mawr special meeting unless you provide a “legal proxy,” which you must obtain from your
bank, broker or other nominee.
Every
Bryn Mawr shareholder’s vote is important. Accordingly, you should complete, sign, date and return the enclosed proxy card,
or vote via the internet or by telephone, whether or not you plan to attend the Bryn Mawr special meeting in person (including
remote participation through the virtual format of the meeting). Sending in your proxy card will not prevent you from voting your
shares personally or virtually at the Bryn Mawr special meeting, since you may revoke your proxy at any time before it is voted.
Shares Held in
“Street Name”
If your shares
are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with
instructions on how to vote your shares. Under stock exchange rules, banks, brokers and other nominees who hold shares of Bryn
Mawr common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in
their discretion on “routine” proposals when they have not received instructions from beneficial owners. However,
banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined
to be “non-routine” without specific instructions from the beneficial owner. Bryn Mawr expects that all proposals
to be voted on at the Bryn Mawr special meeting will be “non-routine” matters. Broker non-votes are shares held by
a bank, broker or other nominee with respect to which such entity is not instructed by the beneficial owner of such shares to
vote on the particular proposal and the bank, broker, or other nominee does not have discretionary voting power
on such proposal. If your bank, broker or other nominee holds your shares of Bryn Mawr common stock in “street name,”
such entity will vote your shares of Bryn Mawr common stock only if you provide instructions on how to vote by complying with
the voter instruction form sent to you by your bank, broker or other nominee with this joint proxy statement/prospectus.
Revocability of
Proxies and Changes to a Bryn Mawr Shareholder’s Vote
If you hold stock in your
name as a shareholder of record, you may change your vote or revoke any proxy at any time before it is voted by
(1) completing, signing,
dating and returning a proxy card with a later date, (2) delivering a written revocation letter to Bryn Mawr’s corporate
secretary, (3) attending the Bryn Mawr special meeting in person or virtually and ask to withdraw the proxy prior to its use for
any purpose and you can vote in person, or (4) voting by telephone or the internet at a later time (but prior to the internet
and telephone voting deadline). If you choose to send a completed proxy card bearing a later date than your original proxy card,
the new proxy card must be received before the beginning of the Bryn Mawr special meeting.
Any
Bryn Mawr shareholder entitled to vote in person or virtually at the Bryn Mawr special meeting may vote in person or virtually
regardless of whether a proxy has been previously given, but the mere presence (without notifying Bryn Mawr’s corporate
secretary) of a shareholder at the Bryn Mawr special meeting will not constitute revocation of a previously given proxy.
Written notices
of revocation and other communications about revoking your proxy card should be addressed to:
Bryn
Mawr Bank Corporation
801 Lancaster
Avenue
Bryn
Mawr, Pennsylvania 19010
Attention:
Corporate Secretary
If
your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your
bank, broker or other nominee regarding the revocation of proxies.
Solicitation of
Proxies
Bryn Mawr is
soliciting proxies from its shareholders in conjunction with the mergers. Bryn Mawr will bear the entire cost of soliciting proxies
from its shareholders. In addition to solicitation of proxies by mail, Bryn Mawr will request that banks, brokers and other record
holders send proxies and proxy material to the owners of Bryn Mawr common stock and secure their voting instructions. Bryn Mawr
will reimburse the record holders for their reasonable expenses in taking those actions. If necessary, Bryn Mawr may use its directors
and several of its regular employees, who will not be specially compensated, to solicit proxies from Bryn Mawr shareholders, either
personally or by telephone, facsimile, letter or electronic means. Bryn Mawr has also made arrangements with Georgeson LLC
to assist it in soliciting proxies for the Bryn Mawr special meeting and has agreed to pay approximately $10,000 plus out-of-pocket
expenses and certain additional charges related to these services.
Attending the
Bryn Mawr Special Meeting
Subject
to space availability, all Bryn Mawr shareholders as of the Bryn Mawr record date, or their duly appointed proxies, may attend
the Bryn Mawr special meeting. Since seating is limited, admission to the Bryn Mawr special meeting will be on a first-come, first-served
basis. Bryn Mawr shareholders who intend to attend the Bryn Mawr special meeting in person and are legally permitted to do so,
must contact the Corporate Secretary’s Office at (610) 526-2303 no later than 5:00 p.m. Eastern Time on June 4, 2021.
Only shareholders of record, or those holding shares of Bryn Mawr common stock in street name who have a legal proxy to vote their
shares, will be permitted to attend the Bryn Mawr special meeting in person. Any shareholder intending to attend the Bryn Mawr
special meeting in person will also be required to comply with the Bryn Mawr’s COVID-19 protocols, including, but not limited
to, undergoing COVID-19 screening questions in advance of the meeting, wearing a mask that covers your nose and mouth, maintaining
appropriate social distancing, and a temperature check on the day of the meeting. All future updates pertaining to Bryn Mawr’s
COVID-19 response and any implications for the Bryn Mawr special meeting will be found in press releases and our filings with
the SEC.
Registration
and seating will begin at 10:45 a.m., Eastern Time. In addition, Bryn Mawr is providing a virtual format for meeting attendance
for those who do not wish or are not able to attend the Bryn Mawr special meeting in person. Shareholders can access the virtual
format of the meeting at www.meetingcenter.io/255742583 with the password BMTC2021 by entering their 15-digit voting
control number. Shareholders who hold shares in “record” form can find their control number on their proxy card or
notice. Shareholders who hold Bryn Mawr shares in “street name” through a bank, broker or other nominee must register
in advance with the Corporation’s transfer agent, Computershare, in order to obtain a control number and access the virtual
format of the meeting. To register, such shareholders must submit to Computershare their name, email address and proof of proxy
power (legal proxy) reflecting their Bryn Mawr holdings, and must also include “BMTC Legal Proxy” in the subject or
address line of the registration request. Registration requests should be sent to Computershare via email at legalproxy@computershare.com,
or via U.S. mail at Computershare, BMTC Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. Requests for registration must
be received by Computershare no later than 5:00 p.m., Eastern Time on June 4, 2021. Shareholders will receive a
confirmation of their registration by email from Computershare with a control number to be used to access the meeting at www.meetingcenter.io/255742583
with the password BMTC2021. Any questions regarding the virtual format of the meeting, or how to access it, should
be directed to Computershare at (877) 238-6956.
We
encourage you to register your vote through the internet or by telephone whenever possible. When a shareholder submits a proxy
through the internet or by telephone, his or her proxy is recorded immediately. If you attend the Bryn Mawr special meeting, you
may also submit your vote in person or virtually. Any votes that you previously submitted—whether through the internet,
by telephone or by mail—will be superseded by any vote that you cast at the Bryn Mawr special meeting.
If you
hold your shares of Bryn Mawr common stock in “street name”, you will need proof of ownership to be admitted to the
Bryn Mawr special meeting. A brokerage statement or letter from a bank, broker or other nominee are examples of proof of ownership that
will allow you to attend the Bryn Mawr special meeting. However, if you want to vote your shares of Bryn Mawr common stock held
in “street name” in person at the Bryn Mawr special meeting, you must obtain a written proxy or legal proxy in your name from the
bank, broker or other nominee through which you beneficially own Bryn Mawr common stock.
The
use of cameras, sound recording equipment, communications devices or any similar equipment during the Bryn Mawr special meeting
is prohibited without the express written consent of Bryn Mawr.
Delivery of Proxy
Materials
As
permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to Bryn Mawr shareholders
residing at the same address, unless such Bryn Mawr shareholders have notified Bryn Mawr of their desire to receive multiple copies
of this joint proxy statement/prospectus.
Bryn Mawr will promptly
deliver, upon oral or written request, a separate copy of this joint proxy statement/prospectus to any shareholder residing at an address
to which only one copy of such document was mailed. Requests for additional copies should be directed to Bryn Mawr’s corporate
secretary at (610) 525-1700 or Bryn Mawr’s proxy solicitor Georgeson LLC, at (800) 509-0984.
Assistance
If you need
assistance in completing your proxy card, have questions regarding the Bryn Mawr special meeting, or would like additional copies of
this joint proxy statement/prospectus, please contact Bryn Mawr’s proxy solicitor, Georgeson LLC, at (800) 509-0984.
THE
BRYN MAWR PROPOSALS
Proposal 1: Bryn
Mawr Merger Proposal
Bryn
Mawr is asking its shareholders to approve the merger agreement. For a detailed discussion of the terms and conditions of the
merger agreement, please see the section entitled “The Merger Agreement.” Bryn Mawr shareholders should read this
joint proxy statement/prospectus, including any documents incorporated in this joint proxy statement/prospectus by reference,
and its annexes, carefully and in their entirety for more detailed information concerning the merger agreement and the mergers.
A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.
As
discussed in the section entitled “The Mergers—Bryn Mawr’s Reasons for the Mergers and Recommendations of the
Bryn Mawr Board of Directors,” after careful consideration, the Bryn Mawr board of directors approved the merger agreement
and declared the merger agreement and the transactions contemplated thereby, including the mergers, to be advisable and in the
best interest of Bryn Mawr and the Bryn Mawr shareholders.
Required
Vote
Approval of the
Bryn Mawr merger proposal requires the affirmative vote of a majority of the votes cast by holders of Bryn Mawr common stock in
person (including remote participation through the virtual format of the meeting) or by proxy at the Bryn Mawr special meeting
and entitled to vote thereon. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card
or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of
the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker
or other nominee how to vote, it will have no effect on the Bryn Mawr merger proposal.
The Bryn Mawr
board of directors recommends that Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal.
Proposal 2: Bryn
Mawr Advisory Proposal on Specified Compensation
In
accordance with Section 14A of the Exchange Act, Bryn Mawr is providing its shareholders with the opportunity to cast an advisory
(non- binding) vote on the compensation that may be payable to its named executive officers in connection with the mergers, the
value of which is set forth in the table included in the section of this document entitled “The Mergers—Merger-Related
Compensation for Bryn Mawr’s Named Executive Officers.” As required by Section 14A of the Exchange Act, Bryn Mawr
is asking its shareholders to vote on the adoption of the following resolution:
“RESOLVED,
that the compensation that may be paid or become payable to Bryn Mawr’s named executive officers in connection with the
mergers, as disclosed in the table in the section of the joint proxy statement/prospectus statement entitled “The Mergers—
Merger-Related Compensation for Bryn Mawr’s Named Executive Officers,” including the associated narrative discussion,
are hereby APPROVED.”
The
vote on executive compensation payable in connection with the mergers is a vote separate and apart from the vote to approve the
merger agreement. Accordingly, a shareholder may vote to approve the executive compensation and vote not to approve the merger
agreement and vice versa. Because the vote is advisory only, it will not be binding on either Bryn Mawr or WSFS. Accordingly,
because Bryn Mawr is contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions
applicable thereto, if the merger agreement is approved and regardless of the outcome of the advisory vote.
Required Vote
Approval of the
Bryn Mawr advisory proposal on specified compensation requires the affirmative vote of holders of a majority of the outstanding
shares of Bryn Mawr common stock having voting powers present, in person (including remote participation through the virtual format
of the meeting) or by proxy, at the Bryn Mawr special meeting. If you mark “ABSTAIN” on your proxy card, it will have
the same effect as a vote against such proposal, and if you fail to submit a proxy card or fail to vote by
telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn
Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to
vote, it will have no effect on the Bryn Mawr advisory proposal on specified compensation.
The
Bryn Mawr board of directors recommends a vote “FOR” the Bryn Mawr advisory proposal on specified compensation.
Proposal 3: Bryn
Mawr Adjournment Proposal
Bryn
Mawr is asking its shareholders to approve the adjournment of the Bryn Mawr special meeting to another date and place if necessary
or appropriate to solicit additional votes in favor of the Bryn Mawr merger proposal if there are insufficient votes at the time
of such adjournment to approve the Bryn Mawr merger proposal.
If,
at the Bryn Mawr special meeting, there is an insufficient number of shares of Bryn Mawr common stock present in person (including
remote participation through the virtual format of the meeting) or represented by proxy and voting in favor of the Bryn Mawr merger
proposal, Bryn Mawr will move to adjourn the Bryn Mawr special meeting in order to enable the Bryn Mawr board of directors to
solicit additional proxies for approval of the Bryn Mawr merger proposal. If the Bryn Mawr shareholders approve the Bryn Mawr
adjournment proposal, Bryn Mawr may adjourn the Bryn Mawr special meeting and use the additional time to solicit additional proxies,
including the solicitation of proxies from Bryn Mawr shareholders who have previously voted. If the date of the adjournment is
not announced at the Bryn Mawr special meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned
meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.
Required Vote
Approval
of the Bryn Mawr adjournment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Bryn
Mawr common stock having voting powers present, in person (including remote participation through the virtual format of the meeting)
or by proxy, at the Bryn Mawr special meeting. If you mark “ABSTAIN” on your proxy card, it will have the same effect
as a vote against such proposal, and if you fail to submit a proxy card or fail to vote by telephone or the
internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting,
or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no
effect on the Bryn Mawr adjournment proposal.
The
Bryn Mawr board of directors recommends that Bryn Mawr shareholders vote “FOR” the Bryn Mawr adjournment proposal.
Other Matters
to Come Before the Bryn Mawr Special Meeting
As of the date
of this joint proxy statement/prospectus, the Bryn Mawr board of directors is not aware of any matters that will be presented
for consideration at the Bryn Mawr special meeting other than as described in this joint proxy statement/prospectus. If, however,
the Bryn Mawr board of directors properly brings any other matters before the Bryn Mawr special meeting, the persons named in
the proxy will vote the shares represented thereby in accordance with the recommendation of the Bryn Mawr board of directors on
any such matter.
THE
WSFS SPECIAL MEETING
This section
contains information for WSFS stockholders about the WSFS special meeting. WSFS is mailing this joint proxy statement/prospectus to you,
as a WSFS stockholder, on or about May 6, 2021. This joint proxy statement/prospectus is accompanied by a notice of the WSFS special
meeting and a form of proxy card that the WSFS board of directors is soliciting for use at the WSFS special meeting and at any adjournments
or postponements of the WSFS special meeting. References to “you” and “your” in this section are to WSFS stockholders.
Date, Time and
Place of the WSFS Special Meeting
WSFS will hold
the special meeting in a virtual-only format on June 10, 2021, at 4:00 p.m., Eastern Time. In order to attend the WSFS
special meeting, WSFS stockholders must register at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp by
11:59 p.m., Eastern time on June 7, 2021. On the day of the special meeting, if you have properly registered, you
may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations. The
virtual format allows stockholders to ask questions during the registration process and also during the virtual special meeting by typing
a question into the question/chat box on the meeting screen. During the live Q&A session of the special meeting, WSFS may answer
questions as they come in and address those asked in advance, to the extent relevant to the business of the special meeting, as time
permits. There will be technicians ready to assist you with any technical difficulties you may have accessing the special meeting live
audio webcast. Please be sure to check in 15 minutes prior to the start of the meeting on the day of the meeting, so that any technical
difficulties may be addressed before the special meeting live audio webcast begins. If you encounter any difficulties accessing the webcast
during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.
If you hold your
shares beneficially through a bank, broker or other nominee, you must provide a legal proxy from your bank, broker or other nominee during
registration and you will be assigned a virtual control number in order to vote your shares during the special meeting. If you are unable
to obtain a legal proxy to vote your shares, you will still be able to attend the special meeting (but will not be able to vote your
shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet, including
how to demonstrate proof of stock ownership, are posted at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp. On the day
of the special meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to VirtualMeeting@viewproxy.com
in advance of the meeting.
On or about May
6, 2021, WSFS commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled
to vote at the WSFS special meeting.
Purpose of the
WSFS Special Meeting
At the WSFS
special meeting, WSFS stockholders will be asked to consider and vote on the following matters:
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the
WSFS merger and share issuance proposal; and
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the
WSFS adjournment proposal, if necessary or appropriate.
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Recommendation
of the WSFS Board of Directors
The WSFS
board of directors approved the merger and the merger agreement and recommends that WSFS stockholders vote “FOR”
the WSFS merger and share issuance proposal and “FOR” the WSFS adjournment proposal. Please see the section
entitled “The Mergers—WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors”
for a more detailed discussion of the factors considered by the WSFS board of directors in reaching its decision to approve the
merger agreement.
Completion
of the mergers is conditioned upon the approval of the WSFS merger and share issuance proposal, but is not conditioned upon the
approval of the WSFS adjournment proposal.
Record Date and
Quorum
WSFS has fixed
the close of business on May 3, 2021 as the WSFS record date for the WSFS special meeting. Only WSFS stockholders of record on
that date are entitled to notice of and vote at the WSFS special meeting or any adjournment or postponement of the WSFS special meeting.
As of the WSFS record date, there were 47,532,042 shares of WSFS common stock outstanding and entitled to notice of, and to vote
at, the WSFS special meeting, held by approximately 3,349 stockholders of record. Each holder of shares of WSFS common stock outstanding
on the WSFS record date will be entitled to one vote for each share held of record.
The presence
at the WSFS special meeting in person by participation at the virtual WSFS special meeting or represented by proxy, of a majority
of the shares of WSFS common stock outstanding and entitled to vote as of the WSFS record date will constitute a quorum for the
purposes of the WSFS special meeting. All shares of WSFS common stock present in person by participation at the virtual
WSFS special meeting or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining
the presence or absence of a quorum for all matters voted on at the WSFS special meeting.
If a quorum
is not present at the WSFS special meeting, it will be postponed until the holders of the number of shares of WSFS common stock
required to constitute a quorum attend. If additional votes must be solicited in order for WSFS stockholders to approve the WSFS
merger and share issuance proposal and the WSFS adjournment proposal is approved, the WSFS special meeting will be adjourned to
solicit additional proxies.
Vote Required;
Treatment of Abstentions and Failure to Vote
Approval
of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares
of WSFS common stock. Approval of the WSFS adjournment proposal requires the affirmative vote of holders of a majority of the
shares of WSFS common stock present in person by participation at the virtual WSFS special meeting or represented by proxy at
the WSFS special meeting and entitled to vote on such proposal.
With respect
to the WSFS merger and share issuance proposal, if you mark “ABSTAIN” on your proxy card, fail to submit
a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting,
or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the
same effect as a vote against the WSFS merger and share issuance proposal. With respect to the WSFS adjournment proposal, if you
mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposal, and if you fail to
submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS
special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote,
it will have no effect on such proposal.
Shares Held by
Directors and Executive Officers
As of the WSFS
record date, there were 47,532,042 shares of WSFS common stock entitled to vote at the WSFS special meeting. As of the WSFS record
date, the directors and executive officers of WSFS and their affiliates beneficially owned and were entitled to vote approximately 816,038
shares of WSFS common stock, representing approximately 1.72% of the shares of WSFS common stock outstanding on that date.
WSFS currently expects that each of its directors and executive officers will vote their shares of WSFS common stock in favor of the
WSFS merger and share issuance proposal and the WSFS adjournment proposal.
Voting of Proxies;
Incomplete Proxies
A WSFS stockholder may
vote by proxy, by telephone, through the internet or in person by participation at the virtual WSFS special meeting. If you hold your
shares of WSFS common stock in your name as a stockholder of record, to submit a proxy, you, as a WSFS stockholder may vote by mail by
completing, signing, dating and returning the proxy card in the enclosed envelope, which requires no additional postage if mailed in
the United States. To vote in person by participation at the virtual WSFS special meeting, a WSFS stockholder may vote through the internet
by clicking on the link provided and entering the password you received via email in your registration confirmations or vote through
telephone by calling 1 (866) 804-9616 and following the instructions provided.
When a properly
executed proxy card is returned, the shares of WSFS common stock represented by it will be voted at the WSFS special meeting in
accordance with the instructions contained on the proxy card. If any proxy card is returned without indication as to how to vote,
the shares of WSFS common stock represented by the proxy card will be voted as recommended by the WSFS board of directors.
If a WSFS
stockholder’s shares are held in “street name” by a bank, broker or other nominee, the stockholder should check
the voting form used by that firm to determine how to vote. You may not vote shares held in “street name” by returning
a proxy card directly to WSFS or by voting in person by participation at the virtual WSFS special meeting unless you provide a
“legal proxy,” which you must obtain from your bank, broker or other nominee.
Every
WSFS stockholder’s vote is important. Accordingly, you should complete, sign, date and return the enclosed proxy card or
vote through the internet or by telephone whether or not you plan to attend in person by participation at the virtual WSFS special
meeting. Sending in your proxy card will not prevent you from voting your shares personally by participation at the virtual WSFS
special meeting, since you may revoke your proxy at any time before it is voted.
Shares Held in
“Street Name”
If your
shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares
with instructions on how to vote your shares. Under stock exchange rules, banks, brokers and other nominees who hold shares of
WSFS common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in
their discretion on “routine” proposals when they have not received instructions from beneficial owners. However,
banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined
to be “non-routine,” without specific instructions from the beneficial owner. WSFS expects that all proposals to be
voted on at the WSFS special meeting will be “non-routine” matters. Broker non-votes are shares held by a bank, broker
or other nominee with respect to which such entity is not instructed by the beneficial owner of such shares to vote on the particular
proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal. If your
bank, broker or other nominee holds your shares of WSFS common stock in “street name,” such entity will vote your
shares of WSFS common stock only if you provide instructions on how to vote by complying with the voter instruction form sent
to you by your bank, broker or other nominee with this joint proxy statement/prospectus.
Revocability of
Proxies and Changes to a WSFS Stockholder’s Vote
If you hold
stock in your name as a stockholder of record, you may change your vote or revoke any proxy at any time before it is voted by
(1) completing, signing, dating and returning a proxy card with a later date, (2) delivering a written revocation letter to WSFS’s
corporate secretary, or (3) attending the WSFS special meeting in person by participation at the virtual meeting and voting by
ballot at the WSFS special meeting. If you choose to send a completed proxy card bearing a later date than your original proxy
card, the new proxy card must be received before the beginning of the WSFS special meeting.
Any WSFS
stockholder entitled to vote in person by participation at the virtual WSFS special meeting may vote through the internet or by
telephone at the meeting regardless of whether a proxy has been previously given, but the mere presence (without notifying WSFS’s
corporate secretary) of a stockholder at the WSFS special meeting will not constitute revocation of a previously given proxy.
Written
notices of revocation and other communications about revoking your proxy card should be addressed to:
WSFS
Financial Corporation
WSFS Bank Center
500 Delaware Avenue
Wilmington, DE 19801
Attention: Corporate Secretary
If your
shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank,
broker or other nominee regarding the revocation of proxies.
Solicitation of
Proxies
WSFS is
soliciting proxies from its stockholders in conjunction with the mergers. WSFS will bear the entire cost of soliciting proxies
from its stockholders. In addition to solicitation of proxies by mail, WSFS will request that banks, brokers and other record
holders send proxies and proxy material to the beneficial owners of WSFS common stock and secure their voting instructions. WSFS
will reimburse the record holders for their reasonable expenses in taking those actions. If necessary, WSFS may use its directors
and several of its regular employees, who will not be specially compensated, to solicit proxies from WSFS stockholders, either
personally or by telephone, facsimile, letter or electronic means. WSFS has also made arrangements with Alliance Advisors to assist
it in soliciting proxies for the WSFS special meeting and has agreed to pay approximately $10,500 plus out-of-pocket expenses
and certain additional fees related to these services.
Attending the
WSFS Special Meeting Virtually
In order
to attend the meeting, you must register at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp by
11:59 p.m. Eastern Time on June 7, 2021. On the day of the WSFS special meeting, if you have properly registered,
you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations.
If you hold your
shares beneficially through a bank, broker or other nominee, you must provide a legal proxy from your bank, broker or other nominee during
registration and you will be assigned a virtual control number in order to vote your shares during the WSFS special meeting. If you are
unable to obtain a legal proxy to vote your shares, you will still be able to attend the WSFS special meeting (but will not be able to
vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet
and telephone, including how to demonstrate proof of stock ownership, are posted at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp.
On the day of the WSFS special meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to VirtualMeeting@viewproxy.com
in advance of the WSFS special meeting.
Delivery of Proxy
Materials
As permitted
by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to WSFS stockholders residing at
the same address, unless such WSFS stockholders have notified WSFS of their desire to receive multiple copies of this joint proxy
statement/prospectus.
WSFS will
promptly deliver, upon oral or written request, a separate copy of this joint proxy statement/prospectus to any stockholder residing
at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Investor
Relations at (302) 792-6000 or WSFS’s proxy solicitor, Alliance Advisors, at (844) 618-1691.
Assistance
If you need
assistance in completing your proxy card, have questions regarding the WSFS special meeting, or would like additional copies of
this joint proxy statement/prospectus, please contact Investor Relations at (302) 792-6000 or WSFS’s proxy solicitor, Alliance
Advisors, at (844) 618-1691.
THE
WSFS PROPOSALS
Proposal 1: WSFS
Merger and Share Issuance Proposal
WSFS is
asking its stockholders to adopt the merger agreement, pursuant to which, among other things, WSFS will issue shares of WSFS common
stock in connection with the merger. For a detailed discussion of the terms and conditions of the merger agreement, please see
the section entitled “The Merger Agreement.” WSFS stockholders should read this joint proxy statement/prospectus,
including any documents incorporated in this joint proxy statement/prospectus by reference, and its annexes, carefully and in
its entirety for more detailed information concerning the merger agreement and the mergers. A copy of the merger agreement is
attached to this joint proxy statement/prospectus as Annex A.
As discussed
in the section entitled “The Mergers—WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of
Directors,” after careful consideration, the WSFS board of directors approved the merger agreement and declared the merger
agreement and the transactions contemplated thereby, including the mergers and the WSFS share issuance, to be advisable and in
the best interest of WSFS and the WSFS stockholders.
Required
Vote
Approval
of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares
of WSFS common stock. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail
to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street
name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote
against the WSFS merger and share issuance proposal.
The WSFS
board of directors recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal.
Proposal 2: WSFS
Adjournment Proposal
WSFS is
asking its stockholders to approve the adjournment of the WSFS special meeting to another date and place if necessary or appropriate
to solicit additional votes in favor of the WSFS merger and share issuance proposal if there are insufficient votes at the time
of such adjournment to approve the WSFS merger and share issuance proposal.
If, at the
WSFS special meeting, there is an insufficient number of shares of WSFS common stock present in person by participation at the
virtual WSFS special meeting or represented by proxy and voting in favor of the WSFS merger and share issuance proposal, WSFS
will move to adjourn the WSFS special meeting in order to enable the WSFS board of directors to solicit additional proxies for
approval of the WSFS merger and share issuance proposal. If the WSFS stockholders approve the WSFS adjournment proposal, WSFS
may adjourn the WSFS special meeting and use the additional time to solicit additional proxies, including the solicitation of
proxies from WSFS stockholders who have previously voted. If the date of the adjournment is not announced at the WSFS special
meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each stockholder
of record entitled to vote at the adjourned meeting.
Required
Vote
Approval
of the WSFS adjournment proposal requires the affirmative vote of holders of a majority of the shares of WSFS common stock present
in person by participation at the virtual WSFS special meeting or represented by proxy at the WSFS special meeting and entitled
to vote on such proposal. If you mark
“ABSTAIN” on your proxy card, it will have the same effect as a vote against
the WSFS adjournment proposal, and if you fail to submit a proxy card or fail to vote by telephone or the
internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail
to instruct your bank, broker or other nominee how to vote, it will have no effect on the WSFS adjournment proposal.
The WSFS
board of directors recommends that WSFS stockholders vote “FOR” the WSFS adjournment proposal.
Other Matters
to Come Before the WSFS Special Meeting
As of the
date of this joint proxy statement/prospectus, the WSFS board of directors is not aware of any matters that will be presented
for consideration at the WSFS special meeting other than as described in this joint proxy statement/prospectus. If, however, the
WSFS board of directors properly brings any other matters before the WSFS special meeting, the persons named in the proxy will
vote the shares represented thereby in accordance with the recommendation of the WSFS board of directors on any such matter.
INFORMATION
ABOUT THE COMPANIES
WSFS Financial Corporation
WSFS Bank Center
500 Delaware Avenue
Wilmington, Delaware 19801
Telephone: (302) 792-6000
WSFS is
a savings and loan holding company headquartered in Wilmington, Delaware. Substantially all of WSFS’s assets are held by
its subsidiary, WSFS Bank, one of the ten oldest bank and trust companies in the United States continuously operating under the
same name. WSFS Bank is also the oldest and largest locally-managed bank and trust company headquartered in the Delaware and Greater
Philadelphia region. As a federal savings bank that was formerly chartered as a state mutual savings bank, WSFS Bank enjoys a
broader scope of permissible activities than most other financial institutions. A fixture in the community, WSFS Bank has been
in operation for more than 189 years.
As of December
31, 2020, WSFS services its customers primarily from its 112 offices located in Pennsylvania (52), Delaware (42), New Jersey (16),
Virginia (1) and Nevada (1), its ATM network, its website and its mobile apps.
As
of December 31, 2020, WSFS Bank’s banking business had a total loan and lease portfolio of $9.0 billion, which is primarily
commercial lending funded by customer-generated deposits. WSFS has built a $7.1 billion commercial loan and lease portfolio by
recruiting the best seasoned commercial lenders in its markets and offering the high level of service and flexibility typically
associated with a community bank. WSFS funds this business primarily with deposits generated through commercial relationships
and retail deposits, as well as through its digital banking platforms. WSFS Bank also offers a broad variety of consumer loan
products, retail securities and insurance brokerage services through its retail branches, and mortgage and title services through
those branches and through WSFS Mortgage®. WSFS
Mortgage® is a mortgage banking company and abstract and title company specializing
in a variety of residential mortgage and refinancing solutions.
WSFS’s
Cash Connect® business is a premier provider of
ATM vault cash, smart safe (safes that automatically accept, validate, record and hold cash in a secure environment) and other
cash logistics services in the U.S. Cash Connect® manages approximately $1.6
billion in total cash and services approximately 27,900 non-bank ATMs and approximately 4,500 smart safes nationwide. Cash Connect®
provides related services such as online reporting and ATM cash management, predictive cash
ordering and reconcilement services, armored carrier management, loss protection, ATM processing equipment sales and deposit safe
cash logistics. Cash Connect® also supports over 600 branded ATMs for WSFS Bank, which has one of the largest branded
ATM networks in its market.
WSFS’s
Wealth Management business provides a broad array of planning and advisory services, investment management, trust services, and
credit and deposit products to individual, corporate, and institutional clients through multiple integrated businesses. Combined,
these businesses had $24.2 billion of assets under management and assets under administration at December 31, 2020. WSFS Wealth®
Investments provides financial advisory services. Cypress, a registered investment adviser, is a fee-only wealth management firm
managing a “balanced” investment style portfolio focused on preservation of capital and generating current income.
West Capital, a registered investment adviser, is a fee-only wealth management firm operating under a multi-family office philosophy
to provide customized solutions to institutions and high net worth individuals. The trust division of WSFS, comprised of WSFS
Institutional Services® and Christiana Trust DE, provides personal trust and fiduciary services, as well as, trustee, agency,
bankruptcy administration, custodial and commercial domicile services to corporate and institutional clients. Powdermill®
is a multi-family office providing independent solutions to high-net-worth individuals, families and corporate executives through
a coordinated, centralized approach. WSFS Wealth Client Management provides comprehensive solutions to high net worth clients
by delivering credit and deposit products as well as partnering with other wealth management units.
At December
31, 2020, WSFS had $14.3 billion of total assets, $11.9 billion of total deposits and stockholders’ equity of $1.8 billion.
WSFS common
stock is traded on Nasdaq under the symbol “WSFS.”
Additional
information about WSFS may be found in the documents incorporated by reference into this joint proxy statement/prospectus. Please
see the section entitled “Where You Can Find More Information.”
Bryn Mawr Bank Corporation
801 Lancaster Avenue
Bryn Mawr, Pennsylvania 19010
Telephone: (610) 525-1700
Bryn
Mawr and Bryn Mawr Bank are headquartered in Bryn Mawr, Pennsylvania, a western suburb of Philadelphia. Bryn Mawr Bank received
its Pennsylvania banking charter in 1889 and is a member of the Federal Reserve System. Bryn Mawr was formed in 1986 and on January
2, 1987, Bryn Mawr Bank became a wholly owned subsidiary of Bryn Mawr.
Bryn
Mawr and its direct and indirect subsidiaries offer a full range of personal and business banking services, consumer and commercial
loans, equipment leasing, mortgages, insurance and wealth management services, including investment management, trust and estate
administration, retirement planning, custody services, and tax planning from 41 banking locations, seven wealth management offices
and two insurance and risk management locations in the following counties: Montgomery, Chester, Delaware, Philadelphia, and Dauphin
Counties in Pennsylvania; New Castle County in Delaware; and Mercer and Camden Counties in New Jersey.
At
December 31, 2020, Bryn Mawr had $5.4 billion of total assets, $4.4 billion of total deposits and shareholders’ equity of
$622.3 million. Bryn Mawr common stock is traded on Nasdaq under the symbol “BMTC.”
Additional
information about Bryn Mawr may be found in the documents incorporated by reference into this joint proxy statement/prospectus.
Please see the section entitled “Where You Can Find More Information.”
THE
MERGERS
The following
discussion contains material information regarding the mergers. The discussion is subject to, and qualified in its entirety by
reference to, the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and is incorporated
by reference herein. The following is not intended to provide factual information about the parties or any of their respective
subsidiaries or affiliates. This discussion does not purport to be complete and may not contain all of the information about the
mergers that is important to you. We urge you to read carefully this entire joint proxy statement/prospectus, including the merger
agreement, for a more complete understanding of the mergers.
Terms of the Mergers
The WSFS
board of directors and the Bryn Mawr board of directors approved the merger agreement. The merger agreement provides that, among
other things, (i) Bryn Mawr will merge with and into WSFS with WSFS continuing as the surviving corporation in the merger, and
(ii) simultaneously with the merger, Bryn Mawr Bank will merge with and into WSFS Bank with WSFS Bank continuing as the surviving
bank in the bank merger.
At the effective
time, each share of Bryn Mawr common stock, excluding certain specified shares, will be converted into the right to receive 0.90
of a share of WSFS common stock.
WSFS will
not issue any fractional shares of WSFS common stock in the merger. Instead, a Bryn Mawr shareholder who would otherwise be entitled
to receive a fraction of a share of WSFS common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest
cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed
as a decimal form) of WSFS common stock that such holder would otherwise be entitled to receive by (ii) the average closing price.
Bryn Mawr
shareholders and WSFS stockholders are being asked to approve and adopt, respectively, the merger agreement. See the section entitled
“The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the
mergers, including information about the conditions to consummation of the mergers and the provisions for terminating or amending
the merger agreement.
Background
of the Merger
The Bryn Mawr
board of directors periodically reviews and discusses Bryn Mawr’s business strategy, performance, prospects and strategic alternatives
in the context of the national and local economic environment, regulatory and other developments in the financial institutions industry
and the competitive landscape. Certain of these reviews and discussions have included presentations to the Bryn Mawr board of directors
by Bryn Mawr’s management as well as by investment banking firms. These reviews and discussions have addressed the strategic
initiatives available to Bryn Mawr, such as capital management strategies, potential acquisitions, and business combinations involving
other financial institutions. These reviews and discussions included analyses of the business and economic environment for financial
institutions, including topics such as the impact technological advancements have had, or may have, on the business, the need to invest
in technology and the impact of relatively low interest rates on the results of operations and the ability to make capital investments
and expenditures. Additionally, presentations with respect to Bryn Mawr’s strategic alternatives have analyzed the mergers and
acquisitions environment, including multiples and premiums being paid, and assessed potential partners for Bryn Mawr. In connection with
the evaluation of strategic alternatives, Francis J. Leto, President and Chief Executive Officer of Bryn Mawr, has had, from time to
time, informal discussions, including regarding potential mergers and acquisitions, with representatives of other financial institutions,
including WSFS, and has regularly updated the Bryn Mawr board of directors regarding such discussions.
Rodger
Levenson, the Chairman, President and Chief Executive Officer of WSFS, and Mr. Leto, have known each other for a number of years
and have periodically discussed matters of mutual interest to their respective institutions, including, in particular, community
and neighborhood support and development programs, operating measures in response to COVID-19, as well as developments in the
financial services industry generally. These discussions often included a general high-level discussion of a possible business
combination.
In
December 2020, Mr. Leto reached out to Mr. Levenson suggesting they have a check-in call in January 2021. A call was scheduled
for January 8, 2021. In advance of the call with Mr. Levenson, Mr. Leto met with Britton H. Murdoch, chairman of the Bryn Mawr
board of directors, where Mr. Leto informed Mr. Murdoch of the upcoming call with Mr. Levenson and advised that there would likely
be a discussion about the potential for a strategic combination. In light of the fact that the Bryn Mawr board of directors would
be discussing overall strategy at its meeting later that month, Mr. Murdoch authorized Mr. Leto to have a strategic discussion
with Mr. Levenson and to seek more information regarding details of a potential business combination. On January 8, 2021, Messrs.
Leto and Levenson met telephonically and discussed a variety of matters including the economy and the financial services industry
generally. They also discussed the businesses of their respective institutions and in response to inquiries by Mr. Leto, Mr. Levenson
provided context to WSFS’s then recent debt issuance and stock performance during the fourth quarter of 2020. Mr. Leto asked
if Mr. Levenson felt it might be a good time to revisit their prior discussions about a possible merger. Mr. Levenson responded
affirmatively, clearly sharing WSFS’s interest in a potential combination.
On
January 11, 2021, and periodically thereafter throughout January and February, Mr. Levenson met telephonically with certain members
of the WSFS board of directors, including Mark Turner and Eleuthère I. du Pont, to discuss a potential business combination
with Bryn Mawr, including Mr. Levenson’s discussions with Mr. Leto. Each of Messrs. Turner and du Pont expressed support
for a potential transaction.
On
January 12, 2021, and over the weeks following this call, Messrs. Leto and Levenson discussed telephonically the potential financial
and operational benefits of a merger between WSFS and Bryn Mawr and possible terms for such a transaction, including a framework
for determining the form of merger consideration, the exchange ratio and governance terms; however, no specific pricing terms
were discussed.
On
January 12, 2021, and periodically thereafter throughout January and February, Mr. Leto regularly discussed a potential business
combination with WSFS with certain members of the Bryn Mawr board of directors, including Mr. Murdoch, Michael J. Clement and
F. Kevin Tylus, who expressed their support for Mr. Leto continuing to pursue preliminary discussions with Mr. Levenson.
On
January 21, 2021, the Bryn Mawr board of directors held a regular meeting, and in advance of the meeting, met in an executive
strategic planning session with representatives of an investment banking firm. This session included a discussion regarding, among
other things, (i) a review of the banking industry and related updates on economic and regulatory matters, the current operating
environment, innovation activity and merger and acquisition activity; (ii) positioning of Bryn Mawr and Bryn Mawr Trust; and (iii)
Bryn Mawr’s prospects for organic growth, the viability of growth through acquisition and a potential strategic business
combination of Bryn Mawr with several other financial institutions. Following the regular board meeting, the Bryn Mawr board of
directors met again in executive session. In that session, Mr. Leto explained to the Bryn Mawr board of directors that he had
met telephonically with Mr. Levenson and discussed in general, high-level terms, a potential business combination of WSFS and
Bryn Mawr. The Bryn Mawr board of directors discussed the risks and challenges associated with the path of independence and organic
growth, including scalability, concentration in the market, the need to invest in technology, the attractiveness of potential
acquisition targets and likelihood of successfully consummating an acquisition, and the potential benefits associated with various
strategic business combinations, including a potential business combination with WSFS.
On
January 26, 2021, the Bryn Mawr board of directors held a special meeting that was attended by representatives of KBW, Bryn Mawr’s
financial advisor, and Squire Patton Boggs, Bryn Mawr’s outside counsel, where it discussed the future and strategic plans
of Bryn Mawr. As part of this discussion, a representative of Squire Patton Boggs reviewed the role of the Bryn Mawr board of
directors in connection with a potential business combination and the Bryn Mawr board of directors’ fiduciary duties to
Bryn Mawr and various constituencies, including Bryn Mawr shareholders, in connection with a proposed sale of Bryn Mawr. Following
a discussion regarding a potential business combination with WSFS, the Bryn Mawr board of directors adopted resolutions authorizing
Mr. Leto to conduct preliminary discussions with Mr. Levenson to determine whether a potential business combination was financially
viable and in the best interests of Bryn Mawr.
On
January 27, 2021, Bryn Mawr and WSFS entered into a mutual nondisclosure and exclusivity agreement regarding the proposed business
combination transaction and commenced formal reciprocal due diligence efforts. At this time, WSFS contacted Piper Sandler to discuss
the strategic merits of a combination with Bryn Mawr and to review publicly available financial information of the two institutions
and, based on that information, the potential financial impact the proposed transaction may have on WSFS.
On
February 1, 2021, Mr. Levenson and certain members of WSFS management met with the Corporate Development Committee of the WSFS
board of directors to discuss Bryn Mawr as a potential acquisition candidate including the potential exchange ratio, merger consideration
and governance terms for a potential business combination with Bryn Mawr as well as the strategic rationale for a combination
with Bryn Mawr.
On
or about February 1, 2021, Messrs. Leto and Levenson met telephonically to discuss the terms of a potential transaction, including
an exchange ratio for a 100% stock transaction. Mr. Levenson proposed an exchange ratio of 0.88 shares of WSFS common stock for
each share of Bryn Mawr common stock. On February 2, 2021, Messrs. Leto and Levenson met telephonically and Mr. Leto proposed
an exchange ratio of 0.92.
On
February 3, 2021, WSFS submitted to Bryn Mawr a draft non-binding indication of interest letter that set forth, among other things,
a proposed tax-free reorganization in which each share of Bryn Mawr common stock would be exchanged for 0.90 shares of WSFS common
stock, subject to confirmatory due diligence by WSFS, and included an exclusivity agreement.
On
the same date, the Bryn Mawr board of directors held a special meeting that was attended by representatives of KBW and Squire
Patton Boggs, to discuss the indication of interest. The Bryn Mawr board of directors carefully reviewed and discussed the indication
of interest in consultation with KBW and Squire Patton Boggs. In addition, the Bryn Mawr board of directors reviewed and discussed
with KBW publicly available information regarding other financial institutions that might be potential parties to a transaction
with Bryn Mawr, including each company’s ability to pay based on publicly available information. The Bryn Mawr board of
directors considered WSFS’s strategic fit with Bryn Mawr, including concentration in Bryn Mawr’s markets, scale and
quality in wealth management and investments in technology. The Bryn Mawr board of directors then adopted a resolution authorizing
Mr. Leto to execute the non-binding indication of interest letter and authorizing officers of Bryn Mawr to conduct diligence with
respect to WSFS and to confer with regulatory agencies regarding the potential business combination. Following the meeting of
the Bryn Mawr board of directors, Mr. Leto communicated to Mr. Levenson the results of the meeting.
On
February 6, 2021, the WSFS board of directors held a special meeting, to discuss the February 3, 2021 draft non-binding indication
of interest letter in connection with a potential acquisition of Bryn Mawr. At the meeting, Mr. Levenson provided an update on
discussions with Mr. Leto about the potential acquisition and the approval by the Bryn Mawr board of directors of the non-binding
indication of interest letter. Members of WSFS management discussed the financial terms of the potential transaction, including
the proposed exchange ratio of 0.90 shares of WSFS common stock, with the WSFS board of directors. The WSFS board of directors
then approved the terms provided in the February 3, 2021 draft non-binding indication of interest letter and authorized
Mr. Levenson
to execute such letter and to continue discussions and diligence with respect to the potential acquisition of Bryn Mawr. On that
same date, Bryn Mawr and WSFS entered into a non-binding indication of interest providing for the same terms as the February 3,
2021 draft non-binding indication of interest letter.
Beginning
on February 8, 2021 and continuing through March 9, 2021, Messrs. Leto and Levenson had regular telephonic meetings to discuss
their respective business plans, the potential integration of key business units, such as their wealth management businesses,
the terms of the merger, the merger agreement and employee transition matters.
On
February 10, 2021, the Bryn Mawr board of directors held a special meeting that representatives of management also attended. Mr.
Leto provided an update regarding the proposed transaction with WSFS, including the due diligence review and the status of employee
transition matters.
Beginning
on February 11, 2021 and continuing through February 19, 2021, various working groups from Bryn Mawr and WSFS, including information
technology, operations, retail, contact center, credit, human resources, marketing, wealth management, audit, treasury, capital
markets, loan operations, insurance, tax, compliance, legal and risk management, met virtually to conduct due diligence relating
to the proposed transaction. Representatives of KBW and Piper Sandler also attended these meetings.
On
February 18, 2021, Covington & Burling provided Bryn Mawr and Squire Patton Boggs with an initial draft of the merger agreement.
Between February 18 and March 9, 2021, Squire Patton Boggs and Covington & Burling exchanged drafts of the merger agreement
and other transaction documents, including voting agreements to be entered into by each of the directors and each of the executive
officers of Bryn Mawr, and the two firms and the respective management teams worked towards finalizing the terms and conditions
of the transaction. In addition, Covington & Burling, Squire Patton Boggs and independent counsel for certain Bryn Mawr executive
officers exchanged drafts of the letter agreements to be entered into between such Bryn Mawr executive officers and WSFS in connection
with the execution of the merger agreement. During this period, Bryn Mawr and WSFS also continued their reciprocal due diligence
efforts.
From
February 22 through February 25, 2021, multiple working groups from each of the Bryn Mawr and WSFS management teams attended virtual
follow-up due diligence meetings. Bryn Mawr and WSFS provided information regarding the following topics: corporate strategy,
retail, commercial, finance, wealth, risk, legal, compliance, credit, insurance, customer complaint process and policy, contact
center, taxes and information technology. Representatives of KBW and Piper Sandler also attended these meetings.
On
February 23, 2021, representatives of Covington & Burling and Squire Patton Boggs met telephonically to discuss transaction
structure and required regulatory filings. On that date, representatives of Bryn Mawr and WSFS conducted a site visit at Bryn
Mawr’s Berwyn office, located at 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312. On February 24, 2021 and February 25,
2021, representatives of Bryn Mawr and WSFS met telephonically to discuss litigation matters of the parties.
On
February 25, 2021, the Bryn Mawr board of directors held a special meeting that was attended by representatives of management,
Squire Patton Boggs and KBW. At that meeting, the representatives of Squire Patton Boggs discussed regulatory matters, including
the regulatory posture of Bryn Mawr and WSFS in connection with the proposed transaction and required regulatory approvals. In
addition, there was a discussion led by members of Bryn Mawr’s management regarding Bryn Mawr’s due diligence review
of WSFS. The Bryn Mawr board of directors met in executive session.
At
a regularly scheduled meeting of the WSFS board of directors on February 25, 2021, WSFS management provided the WSFS board of
directors with an update on the due diligence review, negotiation of the various transaction documents and its ongoing evaluation
of the potential financial impact the transaction would have on WSFS.
On
March 2, 2021, representatives of Covington & Burling and Squire Patton Boggs met telephonically to negotiate the terms of
the merger agreement. Among other matters that were negotiated, Covington & Burling and Squire Patton Boggs negotiated the
provisions regarding required regulatory approvals, the circumstances in which the Bryn Mawr board of directors could change its
recommendation and the conditions to closing applicable to the potential transaction. Thereafter, Bryn Mawr and WSFS, with the
assistance of their legal and financial advisors, continued to negotiate the outstanding terms and provisions, and exchange drafts
of, the merger agreement, the voting agreements and related transaction documents, including the letter agreements to be entered
into by WSFS and certain Bryn Mawr executive officers.
On
March 4, 2021, the Bryn Mawr board of directors held a special meeting that was attended by representatives of management, KBW
and Squire Patton Boggs. The Bryn Mawr board of directors were provided with a set of meeting materials in advance of the meeting,
including a presentation from Squire Patton Boggs and Bryn Mawr management on its due diligence review and evaluation of WSFS.
At that meeting, Mr. Leto, members of Bryn Mawr’s executive management team and representatives of Squire Patton Boggs updated
the Bryn Mawr board of directors on Bryn Mawr’s due diligence investigation of WSFS. The Bryn Mawr board of directors met
immediately following this meeting in executive session to discuss the letter agreements to be entered into by WSFS and certain
Bryn Mawr executive officers. Following this meeting, Bryn Mawr and WSFS, with the assistance of their legal and financial advisors,
continued to negotiate the outstanding terms of the merger agreement, the voting agreements and related transaction documents.
On
March 5, 2021, certain executive officers of Bryn Mawr executed their letter agreements with WSFS.
On
March 8, 2021, the Bryn Mawr board of directors held a special meeting that was attended by representatives of Bryn Mawr management,
KBW and Squire Patton Boggs to discuss the merger agreement and the proposed transaction. The Bryn Mawr board of directors were
provided with a set of meeting materials in advance of the meeting, including the merger agreement, the voting agreements and
a summary of the material terms of the merger agreement prepared by Squire Patton Boggs. Representatives of Squire Patton Boggs
reviewed in detail with the Bryn Mawr board of directors the terms of the merger agreement. Representatives of KBW then provided
a review of the financial aspects of the proposed transaction, which review included the preliminary financial analyses that KBW
performed as Bryn Mawr’s financial advisor. Management of Bryn Mawr then discussed the communication plan, including the
announcement, talking points and schedule. The Bryn Mawr board of directors met in executive session immediately following this
meeting to discuss the letter agreements to be entered into by WSFS and certain Bryn Mawr executive officers.
On
March 9, 2021, the Bryn Mawr board of directors held a special meeting to consider the approval of the merger agreement and the
transactions contemplated by the merger agreement. Members of Bryn Mawr’s executive management team, as well as representatives
of Squire Patton Boggs and KBW, were also in attendance. The Bryn Mawr board of directors were provided with a set of meeting
materials in advance of the meeting, including the merger agreement, the voting agreements, and a financial presentation provided
by KBW. Representatives of Squire Patton Boggs provided a detailed review of the proposed resolutions approving the merger and
transactions related to the merger, reminded the Bryn Mawr directors of their fiduciary duties and recited the fiduciary duty
standard. At the meeting, KBW updated the Bryn Mawr board of directors regarding the financial aspects of the proposed transaction
and rendered a written opinion, dated March 9, 2021, to the Bryn Mawr board of directors (a copy of which is attached to this
joint proxy statement/prospectus as Annex C) to the effect that, as of that date and subject to the procedures followed,
assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion,
the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Bryn Mawr common stock.
Representatives of Squire Patton Boggs discussed the terms of the merger agreement, the voting agreements and related transaction
documents with the Bryn Mawr board of directors, including the changes to the merger agreement since the meeting of the Bryn Mawr
board of directors held on March 8, 2021.
After
considering the proposed terms of the merger agreement and related transaction documents, and taking into consideration the matters
discussed during that meeting and prior meetings of the Bryn Mawr board of directors, including the strategic alternatives discussed
at those meetings and the factors described under the section of this joint proxy statement/prospectus entitled “—Recommendation
of the Bryn Mawr Board of Directors and Reasons for the Merger,” the Bryn Mawr board of directors determined that
the merger, the merger agreement and the other transactions contemplated by the merger agreement were in the best interests of
Bryn Mawr and Bryn Mawr shareholders, and the directors approved and adopted the merger agreement and the transactions contemplated
by it.
On
March 9, 2021, the WSFS board of directors met to consider the proposed transaction. Members of the WSFS executive management
team, as well as representatives of Covington & Burling and Piper Sandler were also in attendance as the WSFS board of directors
considered the approval of the merger agreement and the transactions contemplated by the merger agreement. The WSFS board of directors
were provided with a set of meeting materials in advance of the meeting, including the merger agreement, a summary of the material
terms of the merger agreement prepared by Covington & Burling, the voting agreements, drafts of the resolutions approving
the merger and transactions related to the merger, including the letter agreements to be entered into with certain Bryn Mawr executive
officers, a presentation from WSFS executive management on its due diligence review and evaluation of Bryn Mawr, and a financial
presentation provided by Piper Sandler. At the meeting, Piper Sandler reviewed with the WSFS board of directors its financial
analysis of the merger and rendered its oral opinion to the WSFS board of directors, which was subsequently confirmed in writing
(a copy of which is attached to this joint proxy statement/prospectus as Annex D), to the effect that, as of that date
and subject to the procedures followed, assumptions made, matters considered, and certain qualifications and limitations on the
review undertaken by Piper Sandler, the merger consideration to be paid pursuant to the merger agreement was fair, from a financial
point of view, to WSFS. Representatives of Covington & Burling discussed with the WSFS board of directors their fiduciary
duties to the WSFS stockholders in the context of the proposed transaction. Representatives of Covington & Burling also discussed
the terms of the merger agreement and the voting agreements with the WSFS board of directors. Certain members of WSFS executive
management discussed the due diligence review and communication plan for the announcement of the potential acquisition. The WSFS
board of directors discussed with members of the WSFS executive management team, Piper Sandler and Covington & Burling the
strategic benefits of acquiring Bryn Mawr, including Bryn Mawr’s position and operations in the Philadelphia market, the
financial aspects of the transaction, Bryn Mawr’s asset management business and the proposed plan for integrating the two
organizations.
After
further discussion, including the consideration of the proposed terms of the merger agreement and the voting agreements, and the
various presentations of its financial and legal advisors, and taking into consideration the matters discussed during that meeting
and prior meetings of the WSFS board of directors, including the factors described under the section of this joint proxy statement/prospectus
entitled “ —Recommendation of the WSFS Board of Directors and Reasons for the Mergers,” the WSFS
board of directors determined that the mergers, the merger agreement and the other transactions contemplated by the merger agreement,
including entering into letter agreements with certain Bryn Mawr executive officers, were in the best interests of WSFS and WSFS
stockholders, and the directors approved and adopted the merger agreement and the transactions contemplated by it and determined
to recommend that WSFS stockholders approve the merger agreement.
Following
the conclusion of the meeting of the WSFS board of directors on March 9, 2021, Bryn Mawr and WSFS executed the merger agreement,
each of the directors and each of the executive officers of Bryn Mawr executed the voting agreements with WSFS and certain executive
officers of Bryn Mawr executed their letter agreements with WSFS. On March 10, 2021, WSFS and Bryn Mawr issued a joint press release
announcing the execution of the merger agreement.
Bryn Mawr’s
Reasons for the Mergers and Recommendations of the Bryn Mawr Board of Directors
After careful
consideration, at a meeting held on March 9, 2021, the Bryn Mawr board of directors determined that the merger agreement, including
the mergers and the other transactions contemplated thereby, is in the best interests of Bryn Mawr and its shareholders and approved
and adopted the merger agreement and the transactions contemplated thereby.
In reaching
its decision to approve the merger agreement, the mergers and the other transactions contemplated by the merger agreement and
recommend that the Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal, the Bryn Mawr board of
directors evaluated the merger agreement, the mergers and such other transactions in consultation with Bryn Mawr’s management,
as well as Bryn Mawr’s financial and legal advisors, and considered a number of factors, including, without limitation,
the following material factors:
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its knowledge of Bryn Mawr’s
business, operations, regulatory and financial condition, asset quality, earnings, loan portfolio, capital and prospects both
as an independent organization and as a part of a combined company with WSFS;
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its understanding of WSFS’s
business, operations, regulatory and financial condition, asset quality, earnings, capital and prospects, taking into account
presentations by senior management of its due diligence review of WSFS and publicly available information;
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the belief of the Bryn Mawr
board of directors that significant growth in earnings is required for Bryn Mawr to be in a position to deliver a competitive
return to its shareholders and that achieving such growth in earnings would require significant investment in both resources and
time to achieve those results;
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its belief that the mergers
will result in a more competitive banking franchise with strong capital ratios and an attractive funding base that has the potential
to deliver a higher value to the Bryn Mawr shareholders as compared to Bryn Mawr continuing to operate as a stand- alone entity;
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the expanded possibilities,
including organic growth and future acquisitions, that would be available to the combined company, given its larger size, asset
base, capital, market capitalization and footprint;
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the nature of the merger
consideration, which offers Bryn Mawr shareholders the opportunity to participate as stockholders of WSFS in the future performance
of the combined company;
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the understanding of the
Bryn Mawr board of directors that the merger will qualify as a “reorganization” under Section 368(a) of the Code and
that, as a result, the Bryn Mawr shareholders will not recognize gain or loss with respect to their receipt of the stock portion
of the merger consideration;
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the benefits to Bryn Mawr
and its customers of operating as a larger organization, including enhancements in products and services, higher lending limits,
and greater financial resources;
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the increasing importance
of operational scale and financial resources in maintaining efficiency and remaining competitive over the long term and in being
able to capitalize on technological developments that significantly impact industry competitive conditions;
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the expected social and economic
impact of the mergers on the constituencies served by Bryn Mawr, including its borrowers, customers, depositors, employees and
communities;
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the effects of the mergers
on Bryn Mawr employees, including the prospects for continued employment in a larger organization and various benefits agreed
to be provided to Bryn Mawr employees;
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the likelihood of realizing
the strategic benefits of the proposed combination that the Bryn Mawr board of directors believes will result from the continuity
provided to Bryn Mawr shareholders by the corporate governance aspects of the proposed combination, including the appointment
of three current members of the Bryn Mawr board of directors, including Mr. Leto, upon the closing, as directors of WSFS and WSFS
Bank;
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the understanding of the
Bryn Mawr board of directors of the current and prospective environment in which Bryn Mawr and WSFS operate, including national
and local economic conditions, the interest rate environment, increasing operating costs resulting from regulatory initiatives
and compliance mandates, and the competitive effects of the continuing consolidation in the banking industry;
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the belief that the mergers
are likely to provide substantial value to Bryn Mawr shareholders;
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the ability of WSFS to complete
the mergers from a financial and regulatory perspective;
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the low probability of securing
a more attractive proposal from another institution capable of consummating the transaction;
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the low probability of Bryn
Mawr completing a desirable acquisition in the near term;
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the opinion, dated March
9, 2021, of KBW to the Bryn Mawr board of directors as to the fairness, from a financial point of view and as of the date of the
opinion, to the holders of Bryn Mawr common stock of the exchange ratio in the merger, which opinion was subject to and based
on the various assumptions, considerations, qualifications and limitations, as more fully described below under “Opinion
of Bryn Mawr’s Financial Advisor;” and
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the review of the Bryn Mawr
board of directors with Squire Patton Boggs, its outside legal counsel, of the material terms of the merger agreement, including
the board’s ability, under certain circumstances, to consider an unsolicited acquisition proposal and the nature of the
covenants, representations and warranties and other termination provisions in the merger agreement.
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The Bryn
Mawr board of directors also considered a number of potential risks and uncertainties associated with the mergers in connection
with its deliberation of the proposed transaction, including, without limitation, the following:
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the
risk that the consideration to be paid to Bryn Mawr shareholders could be adversely affected
by a decrease in the trading price of WSFS common stock during the pendency of the mergers;
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the
potential risk of diverting management attention and resources from the operation of
Bryn Mawr’s business and towards the completion of the mergers;
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the
fact that the merger agreement restricts the conduct of Bryn Mawr’s business prior
to the completion of the mergers which, subject to specific exceptions, could delay or
prevent Bryn Mawr from undertaking business opportunities that may arise or any other
action it would otherwise take with respect to the operations of Bryn Mawr absent the
pending merger;
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the
potential risks associated with achieving anticipated cost synergies and savings and
successfully integrating Bryn Mawr’s business, operations and workforce with those
of WSFS;
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the
fact that the interests of certain of Bryn Mawr’s directors and executive officers
may be different from, or in addition to, the interests of Bryn Mawr’s other shareholders;
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that,
while Bryn Mawr expects that the mergers will be consummated, there can be no assurance
that all conditions to the parties’ obligations to complete the merger agreement
will be satisfied, including the risk that necessary regulatory approvals or Bryn Mawr
or WSFS stockholder approval might not be obtained or may be delayed and, as a result,
the mergers may not be consummated or may be delayed;
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the
risk of potential employee attrition and/or adverse effects on business and customer
relationships as a result of the pending mergers;
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certain
anticipated merger-related costs;
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the
fact that: (i) Bryn Mawr would be prohibited from affirmatively soliciting acquisition
proposals after execution of the merger agreement; and (ii) Bryn Mawr would be obligated
to pay to WSFS a termination fee of $37,725,000 if the merger agreement is terminated
under certain circumstances, which may discourage other parties potentially interested
in a strategic transaction with Bryn Mawr from pursuing such a transaction; and
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the
possibility of litigation challenging the mergers, and its belief that any such litigation
would be without merit.
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The
foregoing discussion of the information and factors considered by the Bryn Mawr board of directors is not intended to be exhaustive,
but, rather, includes the material factors considered by the Bryn Mawr board of directors. In reaching its decision to approve
the merger agreement, the mergers and the other transactions contemplated by the merger agreement, the Bryn Mawr board of directors
did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights
to different factors. The Bryn Mawr board of directors considered all these factors as a whole and overall considered the factors
to be favorable to, and support, its determination to approve the merger agreement.
It
should be noted that this explanation of the Bryn Mawr board of directors’ reasoning and all other information presented
in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading
“Cautionary Statement Regarding Forward-Looking Statements.”
For
the reasons set forth above, the Bryn Mawr board of directors approved the merger agreement and the transactions contemplated
thereby, including the mergers, and recommends that the Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal,
“FOR” the Bryn Mawr advisory proposal on specified compensation and “FOR” the Bryn Mawr adjournment proposal.
In
connection with entering into the merger agreement, each member of the board of directors of Bryn Mawr and each executive officer
of Bryn Mawr, in their capacities as Bryn Mawr shareholders, have entered into the voting agreements. The voting agreements require,
among other things, that the shareholder party thereto vote all of his or her shares of Bryn Mawr common stock in favor of the
merger and the other transactions contemplated by the merger agreement and against alternative transactions and not to, directly
or indirectly, assign, sell, transfer or otherwise dispose of their shares of Bryn Mawr common stock, subject to certain exceptions.
For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”
Opinion of Bryn
Mawr’s Financial Advisor
Bryn Mawr
engaged KBW to render financial advisory and investment banking services to Bryn Mawr, including an opinion to the Bryn Mawr board
of directors as to the fairness, from a financial point of view, to the common shareholders of Bryn Mawr of the exchange ratio
in the proposed merger. Bryn Mawr selected KBW
because KBW is a nationally recognized investment banking firm with substantial
experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the
valuation of financial services businesses and their securities in connection with mergers and acquisitions.
As part
of its engagement, representatives of KBW attended the meeting of the Bryn Mawr board of directors held on March 9, 2021, at which
the Bryn Mawr board of directors evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed
merger and rendered to the Bryn Mawr board an opinion to the effect that, as of such date and subject to the procedures followed,
assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion,
the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Bryn Mawr common stock.
The Bryn Mawr board of directors approved the merger agreement at this meeting.
The description
of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as
Annex C to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made,
matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.
KBW’s
opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Bryn Mawr
board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion
addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to the holders of Bryn Mawr common
stock. It did not address the underlying business decision of Bryn Mawr to engage in the merger or enter into the merger agreement
or constitute a recommendation to the Bryn Mawr board of directors in connection with the merger, and it does not constitute a
recommendation to any holder of Bryn Mawr common stock or any shareholder or stockholder of any other entity as to how to vote
in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder
or stockholder should enter into a voting, shareholders’ or affiliates’ agreement with respect to the merger or exercise
any dissenters’ or appraisal rights that may be available to such shareholder.
KBW’s
opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established
under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.
In connection
with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Bryn Mawr
and WSFS and bearing upon the merger, including, among other things:
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a
draft of the merger agreement dated March 7, 2021 (the
most recent draft then made available to KBW);
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the
audited financial statements and the Annual Reports on Form 10-K for the three fiscal
years ended December 31, 2020 of Bryn Mawr;
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the
audited financial statements and Annual Reports on Form 10-K for the three fiscal years
ended December 31, 2020 of WSFS;
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certain
regulatory filings of Bryn Mawr and WSFS and their respective subsidiaries, including
the quarterly reports on Form FR Y-9C and call reports filed with respect to each quarter
during the three-year period ended December 31, 2020;
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certain
other interim reports and other communications of Bryn Mawr and WSFS to their respective
shareholders or stockholders; and
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other
historical financial information concerning the businesses and operations of Bryn Mawr
and WSFS that was furnished to KBW by Bryn Mawr and WSFS or that KBW was otherwise directed
to use for purposes of KBW’s analyses.
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KBW’s
consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its
analyses included, among others, the following:
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the
historical and current financial position and results of operations of Bryn Mawr and
WSFS;
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the
assets and liabilities of Bryn Mawr and WSFS;
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the
nature and terms of certain other merger transactions and business combinations in the
banking industry;
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a
comparison of certain financial and stock market information for Bryn Mawr and WSFS with
similar information for certain other companies the securities of which were publicly
traded;
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financial and operating forecasts
and projections of Bryn Mawr that were prepared by, and provided to KBW and discussed with KBW by, Bryn Mawr management and that
were used and relied upon by KBW at the direction of Bryn Mawr management and with the consent of the Bryn Mawr board of directors;
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publicly
available consensus “street estimates” of WSFS discussed with WSFS management
that were used and relied upon by KBW based on such discussions, at the direction
of Bryn Mawr management and with the consent of the Bryn Mawr board of directors;
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assumed
long-term WSFS growth rates provided to KBW that were used and relied upon by KBW at the
direction of Bryn Mawr management and with the consent of the Bryn Mawr board of directors;
and
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estimates
regarding certain pro forma financial effects of the merger on WSFS (including, without limitation,
the cost savings and related expenses expected to result or be derived from the merger) provided
to KBW that were used and relied upon by KBW based on KBW's discussions with WSFS
management, at the direction of Bryn Mawr management and with the consent of the Bryn
Mawr board of directors.
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KBW also
performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic,
market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and
knowledge of the banking industry generally. KBW also participated in discussions held by the managements of Bryn Mawr and WSFS
regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective
companies and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to, and did not, assist Bryn Mawr
with soliciting indications of interest from third parties regarding a potential transaction with Bryn Mawr.
In conducting
its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information
that was provided to it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such
information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management
of Bryn Mawr as to the reasonableness and achievability of the financial and operating forecasts and projections of
Bryn Mawr referred
to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented
the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in
the amounts and in the time periods estimated by such management. KBW assumed that the assumed long-term WSFS growth rates and the
estimates regarding certain pro forma financial effects of the merger on WSFS (including, without limitation, the cost savings and related
expenses expected to result or be derived from the merger), as referred to above, were reasonably prepared and represented the best currently
available estimates and judgments of WSFS management. KBW further assumed that the publicly available consensus “street estimates”
of WSFS referred to above were consistent with the best currently available estimates and judgments of WSFS management. In all such cases,
KBW also assumed that the forecasts, projections and estimates would be realized in the amounts and in the time periods estimated.
It is
understood that the portion of the foregoing financial information of Bryn Mawr and WSFS that was provided to KBW was not prepared
with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available
consensus “street estimates” of WSFS referred to above, was based on numerous variables and assumptions that are inherently
uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, assumptions
regarding the ongoing COVID-19 pandemic) and, accordingly, actual results could vary significantly from those set forth in such
information. KBW assumed, based on discussions with the respective managements of Bryn Mawr and WSFS and with the consent of the
Bryn Mawr board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and
KBW expressed no view as to any such information or the assumptions or bases therefor. Among other things, such information assumed
that the ongoing COVID-19 pandemic could have an adverse impact, which was assumed to be limited, on Bryn Mawr and WSFS. KBW relied
on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability
for the accuracy or completeness thereof.
KBW also
assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or
prospects of either Bryn Mawr or WSFS since the date of the last financial statements of each such entity that were made available
to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for credit losses on loans and leases
and KBW assumed, without independent verification and with Bryn Mawr’s consent, that the aggregate allowances for credit
losses on loans and leases for Bryn Mawr and WSFS are adequate to cover such losses. In rendering its opinion, KBW did not make
or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise)
of Bryn Mawr or WSFS, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor
did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Bryn
Mawr or WSFS under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of
values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets
may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the
actual value of any companies or assets.
KBW assumed,
in all respects material to its analyses:
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that
the merger and any related transactions (including the bank merger) would be completed
substantially in accordance with the terms set forth in the merger agreement (the final
terms of which KBW assumed would not differ in any respect material to KBW’s analyses
from the draft reviewed by KBW and referred to above) with no adjustments to the exchange
ratio and with no other consideration or payments in respect of Bryn Mawr common stock;
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that
the representations and warranties of each party in the merger agreement and in all related
documents and instruments referred to in the merger agreement were true and correct;
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that
each party to the merger agreement and all related documents would perform all of the
covenants and agreements required to be performed by such party under such documents;
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that
there were no factors that would delay or subject to any adverse conditions, any necessary
regulatory or governmental approval for the merger or any related transaction (including
the bank merger) and that all conditions to the completion of the merger and any related
transaction would be satisfied without any waivers or modifications to the merger agreement
or any of the related documents; and
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that
in the course of obtaining the necessary regulatory, contractual, or other consents or
approvals for the merger and any related transaction (including the bank merger), no
restrictions, including any divestiture requirements, termination or other payments or
amendments or modifications, would be imposed that would have a material adverse effect
on the future results of operations or financial condition of Bryn Mawr, WSFS or the
pro forma entity, or the contemplated benefits of the merger, including without limitation
the cost savings and related expenses expected to result or be derived from the merger.
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KBW assumed
that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations.
KBW was further advised by representatives of Bryn Mawr that Bryn Mawr relied upon advice from its advisors (other than KBW) or
other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Bryn Mawr,
WSFS, the merger and any related transaction (including the bank merger), and the merger agreement. KBW did not provide advice
with respect to any such matters.
KBW’s
opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio in the
merger to the holders of Bryn Mawr common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger
or any term or aspect of any related transaction (including the bank merger), including without limitation, the form or structure
of the merger or any such related transaction, any consequences of the merger or any such related transaction to Bryn Mawr, its
shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support,
shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or
otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such
opinion and the information made available to KBW through the date of such opinion. There has been widespread disruption, extraordinary
uncertainty and unusual volatility arising from the effects of the COVID-19 pandemic, including the effect of evolving governmental
interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect,
the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its
opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:
|
·
|
the
underlying business decision of Bryn Mawr to engage in the merger or enter into the merger
agreement;
|
|
·
|
the
relative merits of the merger as compared to any strategic alternatives that are, have
been or may be available to or contemplated by Bryn Mawr or the Bryn Mawr board of directors;
|
|
·
|
the
fairness of the amount or nature of any compensation to any of Bryn Mawr’s officers,
directors or employees, or any class of such persons, relative to the compensation to
the holders of Bryn Mawr common stock;
|
|
·
|
the
effect of the merger or any related transaction on, or the fairness of the consideration
to be received by, holders of any class of securities of Bryn Mawr (other than the holders
of Bryn Mawr common stock, solely with respect to the exchange ratio as described in
KBW’s opinion and not relative to the consideration to be received by holders of
any other class of securities) or holders of any class of securities of WSFS or any other
party to any transaction contemplated by the merger agreement;
|
|
·
|
the
actual value of WSFS common stock to be issued in the merger;
|
|
·
|
the
prices, trading range or volume at which Bryn Mawr common stock or WSFS common stock
would trade following the public announcement of the merger or the prices, trading range
or volume at which WSFS common stock would trade following the consummation of the merger;
|
|
·
|
any
advice or opinions provided by any other advisor to any of the parties to the merger
or any other transaction contemplated by the merger agreement; or
|
|
·
|
any
legal, regulatory, accounting, tax or similar matters relating to Bryn Mawr, WSFS, their
respective shareholders or stockholders, or relating to or arising out of or as a consequence
of the merger or any related transaction (including the bank merger), including whether
or not the merger would qualify as a tax-free reorganization for United States federal
income tax purposes.
|
In performing
its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial
conditions and other matters, which are beyond the control of KBW, Bryn Mawr and WSFS. Any estimates contained in the analyses
performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable
than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals
or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates
are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration
by the Bryn Mawr board of directors in making its determination to approve the merger agreement and the merger. Consequently,
the analyses described below should not be viewed as determinative of the decision of the Bryn Mawr board of directors with respect
to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation
between Bryn Mawr and WSFS and the decision of Bryn Mawr to enter into the merger agreement was solely that of the Bryn Mawr board
of directors.
The following
is a summary of the material financial analyses presented by KBW to the Bryn Mawr board of directors in connection with its opinion.
The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to
the Bryn Mawr board of directors, but summarizes the material analyses performed and presented in connection with such opinion.
The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a
complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving
various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the
particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description.
In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather
made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its
analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors
or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative
description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading
or incomplete view of the process underlying its analyses and opinion.
For purposes
of the financial analyses described below, KBW utilized an implied transaction value for the merger of $49.38 per outstanding
share of Bryn Mawr common stock, or approximately $993,193.0 thousand in the aggregate (inclusive of the implied value of in-the-money
Bryn Mawr’s stock options), based on the 0.9000x exchange ratio in the proposed merger and the closing price of WSFS common
stock on March 8, 2021.
In addition to the financial analyses described below, KBW reviewed with the Bryn Mawr board of directors
for informational purposes, among other things, an implied transaction multiple for the proposed merger (based on the implied
transaction value for the merger of $49.38 per outstanding share of Bryn Mawr common stock) of 17.0x Bryn Mawr’s estimated
calendar year 2022 earnings per share, or EPS, taken from publicly available consensus “street estimates” for Bryn
Mawr and 16.8x Bryn Mawr’s estimated calendar year 2022 EPS using financial and operating forecasts and projections of Bryn
Mawr that were provided to KBW by Bryn Mawr management.
Bryn
Mawr Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial
condition and market performance of Bryn Mawr to 19 selected major exchange-traded U.S. banks in the Mid-Atlantic with total assets
between $3 billion and $10 billion. Merger targets and Puerto Rico banks were excluded from the selected companies.
The selected
companies were as follows:
|
Amalgamated
Bank
|
|
Arrow Financial
Corporation
|
|
CNB Financial
Corporation
|
|
ConnectOne
Bancorp, Inc.
|
|
Financial Institutions,
Inc.
|
|
First Commonwealth
Financial Corporation
|
|
First
of Long Island Corporation
|
|
Flushing Financial
Corporation
|
|
Kearny Financial
Corp.
|
|
Lakeland Bancorp,
Inc.
|
|
Metropolitan
Bank Holding Corp.
|
|
Northfield
Bancorp, Inc.
|
|
Peapack-Gladstone
Financial Corporation
|
|
Republic First
Bancorp, Inc.
|
|
S&T Bancorp,
Inc.
|
|
Tompkins Financial
Corporation
|
|
TriState Capital
Holdings, Inc.
|
|
TrustCo Bank
Corp NY
|
|
Univest Financial
Corporation
|
To perform
this analysis, KBW used profitability and other financial information (to the extent publicly available) for the latest 12 months,
which we refer to as LTM (or, in the case of dividend yield, most recent completed fiscal quarter annualized) available or as
of the end of such period and market price information as of March 8, 2021. KBW also used 2021 and 2022 EPS estimates taken from
publicly available consensus “street estimates” for Bryn Mawr and the selected companies. Certain financial data prepared
by KBW, and as referenced in the tables presented below, may not correspond to the data presented in Bryn Mawr’s historical
financial statements, or the data prepared by Piper Sandler presented under the section “The Mergers—Opinion of WSFS’s
Financial Advisor,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data
presented.
KBW’s
analysis showed the following concerning the financial performance of Bryn Mawr and the selected companies:
|
|
Selected Companies
|
|
|
|
Bryn
Mawr
|
|
|
25th
Percentile
|
|
|
Median
|
|
|
Average
|
|
|
75th
Percentile
|
|
LTM Core Return on Average Assets(1)
|
|
|
0.69
|
%
|
|
|
0.66
|
%
|
|
|
0.83
|
%
|
|
|
0.79
|
%
|
|
|
0.95
|
%
|
LTM Core Return on Average Equity(1)
|
|
|
5.79
|
%
|
|
|
6.38
|
%
|
|
|
7.78
|
%
|
|
|
8.08
|
%
|
|
|
10.28
|
%
|
LTM Core Return on Average Tangible Common Equity(1)
|
|
|
8.64
|
%
|
|
|
6.80
|
%
|
|
|
10.10
|
%
|
|
|
9.32
|
%
|
|
|
11.52
|
%
|
LTM Core Pre-Tax Pre-Provision Return on Average Assets(2)
|
|
|
1.71
|
%
|
|
|
1.27
|
%
|
|
|
1.43
|
%
|
|
|
1.41
|
%
|
|
|
1.69
|
%
|
LTM Net Interest Margin
|
|
|
3.16
|
%
|
|
|
2.63
|
%
|
|
|
3.09
|
%
|
|
|
2.92
|
%
|
|
|
3.28
|
%
|
|
|
Selected Companies
|
|
|
|
Bryn
Mawr
|
|
|
25th
Percentile
|
|
|
Median
|
|
|
Average
|
|
|
75th
Percentile
|
|
LTM Fee Income / Revenue Ratio
|
|
|
35.6
|
%
|
|
|
10.0
|
%
|
|
|
16.1
|
%
|
|
|
17.6
|
%
|
|
|
25.4
|
%
|
LTM Efficiency Ratio
|
|
|
61.2
|
%
|
|
|
60.0
|
%
|
|
|
58.3
|
%
|
|
|
58.1
|
%
|
|
|
53.4
|
%
|
|
(1)
|
Core
income excluded extraordinary items, non-recurring items, gains/losses on sale of securities
and amortization of intangibles as calculated by S&P Global Market Intelligence.
|
|
(2)
|
Income
before taxes excluding provision for loan losses and extraordinary items, excluding gain
on the sale of available for sale securities, amortization of intangibles, goodwill and
nonrecurring items.
|
KBW’s
analysis showed the following concerning the financial condition of Bryn Mawr and, to the extent publicly available, the selected
companies:
|
|
|
|
|
|
Selected Companies
|
|
|
|
Bryn
Mawr
|
|
|
25th
Percentile
|
|
|
Median
|
|
|
Average
|
|
|
75th
Percentile
|
|
Tangible Common Equity / Tangible Assets
|
|
|
8.09
|
%
|
|
|
7.67
|
%
|
|
|
8.40
|
%
|
|
|
8.53
|
%
|
|
|
9.25
|
%
|
Leverage Ratio
|
|
|
9.04
|
%
|
|
|
8.31
|
%
|
|
|
8.75
|
%
|
|
|
9.13
|
%
|
|
|
9.47
|
%
|
Total Capital Ratio
|
|
|
15.55
|
%
|
|
|
13.50
|
%
|
|
|
14.29
|
%
|
|
|
15.03
|
%
|
|
|
15.31
|
%
|
Loans / Deposits
|
|
|
82.9
|
%
|
|
|
81.9
|
%
|
|
|
90.9
|
%
|
|
|
88.7
|
%
|
|
|
95.4
|
%
|
Loan Loss Reserve / Loans
|
|
|
1.48
|
%
|
|
|
1.00
|
%
|
|
|
1.17
|
%
|
|
|
1.14
|
%
|
|
|
1.38
|
%
|
Nonperforming Assets / Loans + OREO(1)
|
|
|
0.34
|
%
|
|
|
0.99
|
%
|
|
|
0.67
|
%
|
|
|
0.81
|
%
|
|
|
0.30
|
%
|
LTM Net Charge-offs / Average Loans
|
|
|
0.32
|
%
|
|
|
0.20
|
%
|
|
|
0.06
|
%
|
|
|
0.18
|
%
|
|
|
0.02
|
%
|
|
(1)
|
NPAs
included nonaccrual loans, accruing troubled debt restructured loans, loans 90+ days
past due, and other real estate owned as defined by S&P Global Market Intelligence.
|
In addition,
KBW’s analysis showed the following concerning the market performance of Bryn Mawr and the selected companies (excluding
the impact of the 2021 estimated EPS and 2022 estimated EPS multiples for one of the selected companies, which multiples were
considered to be not meaningful because they were greater than 30.0x):
|
|
|
|
|
|
|
|
|
|
|
|
Selected Companies
|
|
|
|
Bryn
Mawr
|
|
|
25th
Percentile
|
|
|
Median
|
|
|
Average
|
|
|
75th
Percentile
|
|
One-Year Stock Price Change
|
|
|
27.3
|
%
|
|
|
11.8
|
%
|
|
|
21.5
|
%
|
|
|
22.2
|
%
|
|
|
31.3
|
%
|
Year-To-Date Stock Price Change
|
|
|
41.3
|
%
|
|
|
24.1
|
%
|
|
|
36.0
|
%
|
|
|
32.9
|
%
|
|
|
41.2
|
%
|
Price / Tangible Book Value per Share
|
|
|
2.05
|
x
|
|
|
1.23
|
x
|
|
|
1.36
|
x
|
|
|
1.44
|
x
|
|
|
1.64
|
x
|
Price / 2021 EPS Estimate
|
|
|
15.8
|
x
|
|
|
11.8
|
x
|
|
|
13.5
|
x
|
|
|
13.9
|
x
|
|
|
15.4
|
x
|
Price / 2022 EPS Estimate
|
|
|
14.9
|
x
|
|
|
11.3
|
x
|
|
|
12.6
|
x
|
|
|
12.7
|
x
|
|
|
13.8
|
x
|
Dividend Yield
|
|
|
2.5
|
%
|
|
|
1.5
|
%
|
|
|
2.8
|
%
|
|
|
2.3
|
%
|
|
|
3.1
|
%
|
2021 Dividend Payout Ratio
|
|
|
39.5
|
%
|
|
|
17.5
|
%
|
|
|
40.2
|
%
|
|
|
31.3
|
%
|
|
|
43.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
It
was also noted in KBW’s analysis that the 2021 estimated EPS and 2022 estimated EPS multiples for Bryn Mawr would be 16.0x
and 14.7x, respectively, using financial and operating forecasts and projections of Bryn Mawr that were provided to KBW by Bryn
Mawr management.
No
company used as a comparison in the above selected companies analysis is identical to Bryn Mawr. Accordingly, an analysis of these
results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and
operating characteristics of the companies involved.
WSFS
Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition
and market performance of WSFS to 14 selected major exchange-traded U.S. banks in the Mid-Atlantic and Virginia with total assets
between $10 billion and $30 billion. Puerto Rico banks were excluded from the selected companies.
The selected
companies were as follows:
|
Atlantic Union Bankshares Corporation
|
|
Community Bank System, Inc.
|
|
Customers Bancorp, Inc.
|
|
Dime Community Bancshares, Inc.
|
|
Eagle Bancorp, Inc.
|
|
Fulton Financial Corporation
|
|
Investors Bancorp, Inc.
|
|
NBT Bancorp Inc.
|
|
Northwest Bancshares, Inc.
|
|
OceanFirst Financial Corp.
|
|
Provident Financial Services, Inc.
|
|
Sandy Spring Bancorp, Inc.
|
|
Sterling Bancorp
|
|
TowneBank
|
|
|
To perform
this analysis, KBW used profitability and other financial information for the latest 12 months (or, in the case of dividend yield,
most recent completed fiscal quarter annualized) available or as of the end of such period and market price information as of
March 8, 2021. KBW also used 2021 and 2022 EPS estimates taken from publicly available consensus “street estimates”
for WSFS and the selected companies. Financial information for Dime Community Bancshares, Inc. was adjusted for an announced pending
acquisition. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the
data presented in WSFS’s historical financial statements, or the data prepared by Piper Sandler presented under the section
“The Mergers—Opinion of WSFS’s Financial Advisor,” as a result of the different periods, assumptions and
methods used by KBW to compute the financial data presented.
KBW’s
analysis showed the following concerning the financial performance of WSFS and the selected companies:
|
|
Selected Companies
|
|
|
|
WSFS
|
|
|
25th
Percentile
|
|
|
Median
|
|
|
Average
|
|
|
75th
Percentile
|
|
LTM Core Return on Average Assets(1)
|
|
|
0.84
|
%
|
|
|
0.78
|
%
|
|
|
0.88
|
%
|
|
|
0.94
|
%
|
|
|
1.06
|
%
|
LTM Core Return on Average Equity(1)
|
|
|
5.99
|
%
|
|
|
6.63
|
%
|
|
|
8.80
|
%
|
|
|
8.29
|
%
|
|
|
9.61
|
%
|
LTM Core Return on Average Tangible Common Equity(1)
|
|
|
8.62
|
%
|
|
|
9.43
|
%
|
|
|
11.84
|
%
|
|
|
11.41
|
%
|
|
|
12.88
|
%
|
LTM Core Pre-Tax Pre-Provision Return on Average Assets(2)
|
|
|
2.22
|
%
|
|
|
1.41
|
%
|
|
|
1.60
|
%
|
|
|
1.67
|
%
|
|
|
1.90
|
%
|
LTM Net Interest Margin
|
|
|
3.95
|
%
|
|
|
2.99
|
%
|
|
|
3.20
|
%
|
|
|
3.13
|
%
|
|
|
3.30
|
%
|
LTM Fee Income / Revenue Ratio
|
|
|
26.6
|
%
|
|
|
12.8
|
%
|
|
|
17.9
|
%
|
|
|
21.1
|
%
|
|
|
26.1
|
%
|
LTM Efficiency Ratio
|
|
|
54.0
|
%
|
|
|
58.1
|
%
|
|
|
56.9
|
%
|
|
|
54.4
|
%
|
|
|
52.3
|
%
|
|
(1)
|
Core
income excluded extraordinary items, non-recurring items, gains/losses on sale of securities
and amortization of intangibles as calculated by S&P Global Market Intelligence.
|
|
(2)
|
Income
before taxes excluding provision for loan losses and extraordinary items, excluding gain
on the sale of available for sale securities, amortization of intangibles, goodwill and
nonrecurring items
|
KBW’s
analysis also showed the following concerning the financial condition of WSFS and the selected companies:
|
|
Selected Companies
|
|
|
|
WSFS
|
|
|
25th
Percentile
|
|
|
Median
|
|
|
Average
|
|
|
75th
Percentile
|
|
Tangible Common Equity / Tangible Assets
|
|
|
8.98
|
%
|
|
|
8.29
|
%
|
|
|
8.54
|
%
|
|
|
8.55
|
%
|
|
|
9.48
|
%
|
Leverage Ratio
|
|
|
9.76
|
%
|
|
|
8.93
|
%
|
|
|
9.37
|
%
|
|
|
9.40
|
%
|
|
|
10.14
|
%
|
Total Capital Ratio
|
|
|
13.76
|
%
|
|
|
14.08
|
%
|
|
|
14.80
|
%
|
|
|
15.02
|
%
|
|
|
15.62
|
%
|
Loans / Deposits
|
|
|
76.1
|
%
|
|
|
83.5
|
%
|
|
|
90.7
|
%
|
|
|
94.4
|
%
|
|
|
102.7
|
%
|
Loan Loss Reserves / Loans
|
|
|
2.48
|
%
|
|
|
0.97
|
%
|
|
|
1.23
|
%
|
|
|
1.20
|
%
|
|
|
1.45
|
%
|
Nonperforming Assets / Loans + OREO(1)
|
|
|
0.66
|
%
|
|
|
1.09
|
%
|
|
|
0.86
|
%
|
|
|
0.79
|
%
|
|
|
0.53
|
%
|
LTM Net Charge-offs / Average Loans
|
|
|
0.09
|
%
|
|
|
0.25
|
%
|
|
|
0.08
|
%
|
|
|
0.17
|
%
|
|
|
0.05
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
NPAs
included nonaccrual loans, accruing troubled debt restructured loans, loans 90+ days
past due, and other real estate owned as defined by S&P Global Market Intelligence.
|
In addition,
KBW’s analysis showed the following concerning the market performance of WSFS and the selected companies:
|
|
|
|
|
Selected Companies
|
|
|
|
WSFS
|
|
|
25th
Percentile
|
|
|
Median
|
|
|
Average
|
|
|
75th
Percentile
|
|
One-Year Stock Price Change
|
|
|
61.6
|
%
|
|
|
23.4
|
%
|
|
|
27.2
|
%
|
|
|
32.3
|
%
|
|
|
44.3
|
%
|
Year-To-Date Stock Price Change
|
|
|
22.3
|
%
|
|
|
26.7
|
%
|
|
|
30.3
|
%
|
|
|
31.9
|
%
|
|
|
34.4
|
%
|
Price / Tangible Book Value per Share
|
|
|
2.11
|
x
|
|
|
1.52
|
x
|
|
|
1.64
|
x
|
|
|
1.75
|
x
|
|
|
1.83
|
x
|
Price / 2021 EPS Estimate
|
|
|
16.3
|
x
|
|
|
12.3
|
x
|
|
|
14.5
|
x
|
|
|
14.1
|
x
|
|
|
15.2
|
x
|
Price / 2022 EPS Estimate
|
|
|
15.3
|
x
|
|
|
11.3
|
x
|
|
|
13.6
|
x
|
|
|
14.0
|
x
|
|
|
15.3
|
x
|
Dividend Yield
|
|
|
0.9
|
%
|
|
|
2.2
|
%
|
|
|
2.8
|
%
|
|
|
2.7
|
%
|
|
|
3.1
|
%
|
2021 Dividend Payout Ratio
|
|
|
14.3
|
%
|
|
|
35.2
|
%
|
|
|
39.7
|
%
|
|
|
38.8
|
%
|
|
|
47.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No
company used as a comparison in the above selected companies analysis is identical to WSFS. Accordingly, an analysis of these
results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and
operating characteristics of the companies involved.
Selected
Transactions Analysis. KBW reviewed publicly available information related to 18 selected U.S. bank transactions announced
since January 1, 2018 with announced deal values between $500 million and $2 billion.
The 18
selected transactions in this group were as follows:
Acquiror
|
Acquired
Company
|
SVB
Financial Group
|
Boston
Private Financial Holdings, Inc.
|
Pacific
Premier Bancorp, Inc.
|
Opus
Bank
|
FB
Financial Corporation
|
Franklin
Financial Network, Inc.
|
United
Bankshares, Inc.
|
Carolina
Financial Corporation
|
People’s
United Financial, Inc.
|
United
Financial Bancorp, Inc.
|
Valley
National Bancorp
|
Oritani
Financial Corp.
|
Ameris
Bancorp
|
Fidelity
Southern Corporation
|
Acquiror
|
Acquired
Company
|
CenterState
Bank Corporation
|
National
Commerce Corporation
|
Union
Bankshares Corporation
|
Access
National Corporation
|
Independent
Bank Corp.
|
Blue
Hills Bancorp, Inc.
|
WSFS
Financial Corporation
|
Beneficial
Bancorp, Inc.
|
Veritex
Holdings, Inc.
|
Green
Bancorp, Inc.
|
People’s
United Financial, Inc.
|
First
Connecticut Bancorp, Inc.
|
BOK
Financial Corporation
|
CoBiz
Financial Inc.
|
Independent
Bank Group, Inc.
|
Guaranty
Bancorp
|
Cadence
Bancorporation
|
State
Bank Financial Corporation
|
CVB
Financial Corp.
|
Community
Bank
|
Pacific
Premier Bancorp, Inc.
|
Grandpoint
Capital, Inc.
|
KBW also
reviewed publicly available information related to the following seven selected U.S. bank transactions announced since January
1, 2020 with announced deal values greater than $500 million.
Acquiror
|
Acquired
Company
|
M&T
Bank Corporation
|
People’s
United Financial, Inc.
|
SVB
Financial Group
|
Boston
Private Financial Holdings, Inc.
|
Huntington
Bancshares Incorporated
|
TCF
Financial Corporation
|
PNC
Financial Services Group, Inc.
|
BBVA
USA Bancshares, Inc.
|
Pacific
Premier Bancorp, Inc.
|
Opus
Bank
|
South
State Corporation
|
CenterState
Bank Corporation
|
FB
Financial Corporation
|
Franklin
Financial Network, Inc.
|
For
each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration
value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available
financial statements prior to the announcement of the respective transaction and, to the extent publicly available, one year forward
estimated EPS prior to the announcement of the respective transaction:
|
·
|
Price
per common share to tangible book value per share of the acquired company (in the case
of one selected transaction involving a private acquired company, this transaction statistic
was calculated as total transaction consideration divided by total tangible common equity);
|
|
·
|
Price
per common share to LTM EPS of the acquired company (in the case of one selected transaction
involving a private acquired company, this transaction statistic was calculated as total
transaction consideration divided by last 12 months net income);
|
|
·
|
Price
per common share to estimated EPS of the acquired company for the first full year after
the announcement of the respective transaction, referred to as Forward EPS, in the selected
transactions in which consensus “street estimates” for the acquired company
were available at announcement (consensus “street estimates” were not available
for the CVB Financial Corp. /Community Bank, Pacific Premier Bancorp, Inc./Grandpoint
Capital, Inc., PNC Financial Services Group, Inc./BBVA USA Bancshares, Inc. and FB Financial
Corporation/Franklin Financial Network, Inc. selected transactions); and
|
|
·
|
Tangible
equity premium to core deposits (total deposits less time deposits greater than $100,000)
of the acquired company, referred to as core deposit premium.
|
KBW also
reviewed the price per common share paid for the acquired company for the selected transactions involving publicly traded acquired
companies (which included all but BBVA USA Bancshares, Inc.) as a premium/(discount) to the closing stock price of the acquired
company one day prior to the announcement of the acquisition (expressed as a percentage and referred to as the one day market
premium). The resulting transaction statistics for the selected transactions were compared with the corresponding transaction
statistics for the proposed merger based on the implied transaction value for the merger of $49.38 per outstanding share of Bryn
Mawr common stock and using historical financial information for Bryn Mawr as of December 31, 2020, Bryn Mawr’s estimated
calendar year 2021 EPS taken from publicly available consensus “street estimates” and the closing prices of Bryn Mawr
common stock on March 8, 2021.
The results
of the analysis based on the above-listed 18 selected U.S. bank transactions announced since January 1, 2018 with announced deal
values between $500 million and $2 billion are set forth in the following table (excluding the impact of the LTM EPS multiples
for three of the transactions and the Forward EPS multiple for one of the selected transactions, which multiples were considered
to be not meaningful because they were greater than 30.0x):
|
|
|
|
|
Selected Transactions
|
|
|
|
|
WSFS /
Bryn
Mawr
|
|
|
25th
Percentile
|
|
|
Median
|
|
|
Average
|
|
|
75th
Percentile
|
|
Price / Tangible Book Value per Share
|
|
|
2.35
|
x
|
|
|
1.55
|
x
|
|
|
1.95
|
x
|
|
|
2.02
|
x
|
|
|
2.46
|
x
|
Price / LTM EPS
|
|
|
30.3
|
x
|
|
|
17.4
|
x
|
|
|
20.7
|
x
|
|
|
20.2
|
x
|
|
|
22.6
|
x
|
Price / Forward EPS
|
|
|
18.1
|
x
|
|
|
14.9
|
x
|
|
|
15.6
|
x
|
|
|
16.0
|
x
|
|
|
17.1
|
x
|
Core Deposit Premium
|
|
|
13.7
|
%
|
|
|
9.0
|
%
|
|
|
16.5
|
%
|
|
|
15.6
|
%
|
|
|
20.9
|
%
|
One-Day Market Premium
|
|
|
14.2
|
%
|
|
|
4.6
|
%
|
|
|
14.8
|
%
|
|
|
14.2
|
%
|
|
|
19.2
|
%
|
The results
of the analysis based on the above-listed seven selected U.S. bank transactions announced since January 1, 2020 with announced
deal values greater than $500 million are set forth in the following table (excluding the impact of the LTM EPS multiples for
two of the selected transactions, which multiples were considered to be not meaningful because they were greater than 30.0x or
less than 0.0x):
|
|
|
|
|
Selected Transactions
|
|
|
|
WSFS /
Bryn
Mawr
|
|
|
25th
Percentile
|
|
|
Median
|
|
|
Average
|
|
|
75th
Percentile
|
|
Price / Tangible Book Value per Share
|
|
|
2.35
|
x
|
|
|
1.36
|
x
|
|
|
1.48
|
x
|
|
|
1.50
|
x
|
|
|
1.58
|
x
|
Price / LTM EPS
|
|
|
30.3
|
x
|
|
|
13.7
|
x
|
|
|
16.6
|
x
|
|
|
18.1
|
x
|
|
|
21.5
|
x
|
Price / Forward EPS
|
|
|
18.1
|
x
|
|
|
13.7
|
x
|
|
|
14.2
|
x
|
|
|
14.5
|
x
|
|
|
14.8
|
x
|
Core Deposit Premium
|
|
|
13.7
|
%
|
|
|
4.4
|
%
|
|
|
5.4
|
%
|
|
|
6.1
|
%
|
|
|
6.4
|
%
|
One-Day Market Premium
|
|
|
14.2
|
%
|
|
|
9.1
|
%
|
|
|
11.4
|
%
|
|
|
12.7
|
%
|
|
|
14.1
|
%
|
It was
also noted in KBW’s analysis that the Forward EPS multiple for proposed merger would be 18.2x, using financial and operating
forecasts and projections of Bryn Mawr that were provided to KBW by Bryn Mawr management.
No company
or transaction used as a comparison in the above selected transaction analysis is identical to Bryn Mawr or the proposed merger.
Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning
differences in financial and operating characteristics of the companies involved.
Relative
Contribution Analysis. KBW analyzed the relative standalone contribution of WSFS and Bryn
Mawr to various pro forma balance sheet and income statement items and the combined market capitalization of the combined entity.
This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) balance
sheet data for WSFS and Bryn Mawr as of December 31, 2020, (ii) publicly available consensus “street estimates” for
WSFS and Bryn Mawr, (iii) financial and operating forecasts and projections of Bryn Mawr that were provided by Bryn Mawr management,
and (iv) market price information as of March 8, 2021. The results of KBW’s analysis are set forth in the following table,
which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of WSFS’s stockholders
and Bryn Mawr’s shareholders in the combined company based on the 0.9000x exchange ratio provided for in the merger agreement:
|
|
WSFS
% of Total
|
|
|
Bryn Mawr
% of Total
|
|
Ownership at 0.9000x merger exchange ratio:
|
|
|
72
|
%
|
|
|
28
|
%
|
Market Information:
|
|
|
|
|
|
|
|
|
Pre-Transaction Market Capitalization
|
|
|
75
|
%
|
|
|
25
|
%
|
Balance Sheet:
|
|
|
|
|
|
|
|
|
Assets
|
|
|
73
|
%
|
|
|
27
|
%
|
Gross Loans Held for Investment
|
|
|
71
|
%
|
|
|
29
|
%
|
Deposits
|
|
|
73
|
%
|
|
|
27
|
%
|
Tangible Common Equity
|
|
|
74
|
%
|
|
|
26
|
%
|
Income Statement (WSFS Street/Bryn Mawr Street):
|
|
|
|
|
|
|
|
|
2021 Estimated Earnings
|
|
|
74
|
%
|
|
|
26
|
%
|
2022 Estimated Earnings
|
|
|
73
|
%
|
|
|
27
|
%
|
Income Statement (WSFS Street/Bryn Mawr Management:
|
|
|
|
|
|
|
|
|
2021 Estimated Earnings
|
|
|
74
|
%
|
|
|
26
|
%
|
2022 Estimated Earnings
|
|
|
72
|
%
|
|
|
28
|
%
|
Financial
Impact Analysis. KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information
of WSFS and Bryn Mawr. Using (i) closing balance sheet estimates as of September 30, 2021 for WSFS and Bryn Mawr taken from publicly
available consensus “street estimates”, (ii) publicly available calendar year 2021 and 2022 EPS consensus “street estimates”
for WSFS and Bryn Mawr, (iii) assumed long-term growth rates for WSFS and Bryn Mawr as directed by Bryn Mawr management and (iv)
pro forma assumptions (including, without limitation, the cost savings and related expenses expected to result from the merger and certain
purchase accounting and other merger-related adjustments and restructuring charges assumed with respect thereto) discussed with KBW
by WSFS management as referred to above, KBW analyzed the potential financial impact of the merger on certain projected financial
results of WSFS. This analysis indicated the merger could be accretive to WSFS’s estimated 2022 and 2023 EPS and dilutive to WSFS’s
estimated tangible book value per share at closing as of September 30, 2021. Furthermore, the analysis indicated that, pro forma for
the merger, each of WSFS’s tangible common equity to tangible assets ratio, Leverage Ratio, Common Equity Tier 1 (CET1) Ratio,
Tier 1 Capital Ratio and Total Risk-based Capital Ratio at closing as of September 30, 2021 could be lower. For all of the above analysis,
the actual results achieved by WSFS following the merger may vary from the projected results, and the variations may be material.
Bryn
Mawr’s Discounted Cash Flow Analysis. KBW performed a discounted cash flow analysis of Bryn Mawr to estimate a range
for the implied equity value of Bryn Mawr. In this analysis, KBW utilized financial forecasts and projections relating to the
net income and assets of Bryn Mawr provided by Bryn Mawr management, and assumed discount rates ranging from 10.0% to 14.0%. The
range of values was derived by adding (i) the present value of implied future excess capital available for dividends that Bryn
Mawr could generate over the period from September 30, 2021 through December 31, 2025 as a standalone company, and
(ii) the present
value of Bryn Mawr’s implied terminal value at the end of such period. KBW assumed that Bryn Mawr would maintain a tangible
common equity to tangible assets ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating implied
terminal values for Bryn Mawr, KBW applied a range of 11.0x to 15.0x Bryn Mawr’s estimated 2026 earnings. This discounted
cash flow analysis resulted in a range of implied values per share of Bryn Mawr common stock of $32.44 to $46.54.
The discounted
cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions
that must be made, including asset and earnings growth rates, terminal values and discount rates. The foregoing discounted cash
flow analysis did not purport to be indicative of the actual values or expected values of Bryn Mawr.
WSFS Discounted
Cash Flow Analysis. KBW performed a discounted cash flow analysis of WSFS to estimate a range for the implied equity value of WSFS.
In this analysis, KBW used publicly available consensus “street estimates” for WSFS and assumed long-term growth rates for
WSFS referred to above, and assumed discount rates ranging from 10.0% to 14.0%. The range of values was derived by adding (i)
the present value of implied future excess capital available for dividends that WSFS could generate over the period from September 30,
2021 through December 31, 2025 as a standalone company, and (ii) the present value of WSFS’s implied terminal value at the end
of such period. KBW assumed that WSFS would maintain a tangible common equity to tangible assets ratio of 8.00% and would retain sufficient
earnings to maintain that level. In calculating implied terminal values for WSFS, KBW applied a range of 12.0x to 16.0x WSFS’s
estimated 2026 earnings. This discounted cash flow analysis resulted in a range of implied values per share of WSFS common stock of $42.18
to $59.34.
The discounted
cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions
that must be made, including asset and earnings growth rates, terminal values and discount rates. The foregoing discounted cash
flow model analysis did not purport to be indicative of the actual values or expected values of WSFS or the pro forma combined
entity.
Pro Forma
Discounted Cash Flow Analysis. KBW performed a discounted cash flow analysis to estimate a range for the implied equity value of
the pro forma combined entity. In this analysis, KBW used publicly available consensus “street estimates” for WSFS and Bryn
Mawr, assumed long-term growth rates for WSFS and Bryn Mawr as directed by Bryn Mawr management and pro forma assumptions (including,
without limitation, estimated cost savings and related expenses, purchase accounting and other merger-related adjustments and restructuring
charges) discussed with KBW by WSFS management as referred to above, and KBW assumed discount rates ranging from 10.0% to 14.0%.
The range of values was derived by adding (i) the present value of implied future excess capital available for dividends that the pro
forma combined entity could generate over the period from September 30, 2021 through December 31, 2025, and (ii) the present value of
the pro forma combined entity’s implied terminal value at the end of such period, in each case applying pro forma assumptions.
KBW assumed that the pro forma combined entity would maintain a tangible common equity to tangible assets ratio of 8.00% and would retain
sufficient earnings to maintain that level. In calculating implied terminal values for the pro forma combined entity, KBW applied a range
of 12.0x to 16.0x the pro forma combined entity’s estimated 2026 earnings. This discounted cash flow analysis resulted in a range
of implied values for the 0.9000 of a share of WSFS common stock to be received in the proposed merger for each share of Bryn Mawr common
stock of $42.60 to $60.02.
The discounted
cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions
that must be made, including asset and earnings growth rates, terminal values and discount rates. The foregoing discounted cash
flow analysis did not purport to be indicative of the actual values or expected values of the pro forma combined entity.
Miscellaneous.
KBW acted as financial advisor to Bryn Mawr in connection with the proposed merger and did not act as an advisor to or agent of
any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding
company securities in connection with acquisitions,
negotiated underwritings, secondary distributions of listed and unlisted securities,
private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience
in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer
businesses (and further to existing sales and trading relationships between Bryn Mawr and each of KBW and a KBW broker-dealer
affiliate), may from time to time purchase securities from, and sell securities to, Bryn Mawr and WSFS. In addition, as a market
maker in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity
securities of Bryn Mawr or WSFS for its and their own respective accounts and for the accounts of its and their respective customers
and clients.
Pursuant
to the KBW engagement agreement, Bryn Mawr agreed to pay KBW a cash fee equal to 1.00% of the aggregate merger consideration,
$1,000,000 of which became payable to KBW with the rendering of KBW’s opinion and the balance of which is contingent upon
the closing of the merger. Bryn Mawr also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred
in connection with its retention and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement
or KBW’s role in connection therewith. Other than in connection with the present engagement, in the two years preceding
the date of its opinion, KBW did not provide investment banking or financial advisory services to Bryn Mawr for which it received
compensation. In the two years preceding the date of its opinion, KBW provided investment banking and financial advisory services
to WSFS and received compensation for such services. KBW acted as joint book-running manager for
WSFS’s December 2020 offering of fixed-to-floating rate senior notes. KBW may in the future provide investment banking and
financial advisory services to Bryn Mawr or WSFS and receive compensation for such services.
WSFS’s Reasons
for the Mergers and Recommendations of the WSFS Board of Directors
After careful
consideration, at a meeting held on March 9, 2021, the WSFS board of directors determined that the merger agreement, including
the mergers and the other transactions contemplated thereby, is in the best interests of WSFS and its stockholders and approved
the merger agreement and the transactions contemplated thereby.
In reaching
its decision to approve the merger agreement, the mergers, the WSFS share issuance and the other transactions contemplated by
the merger agreement, the WSFS board of directors consulted with WSFS’s management, as well as its financial and legal advisors,
and considered a number of factors, including, among others, the following material factors, which are not presented in order
of priority:
|
·
|
the
anticipation that the mergers are expected to solidify the combined company’s
position as the preeminent, locally headquartered bank in the Greater Philadelphia and
Delaware region with a premier wealth management and trust business;
|
|
·
|
each
of WSFS’s, Bryn Mawr’s and the combined company’s business, operations,
financial condition, asset quality, earnings and prospects;
|
|
·
|
the
complementary nature of Bryn Mawr’s business and operations to WSFS
and that the mergers would result in a combined company with a diversified revenue stream
from diversified geographic markets, a well-balanced portfolio and an attractive funding
base;
|
|
·
|
the
potential to broaden the scale of WSFS’s organization and the expanded possibilities,
including organic growth and future acquisitions, that would be available to the combined
company, given its larger size, asset base, capital, and footprint;
|
|
·
|
its
existing knowledge of Bryn Mawr’s business and its review and discussions with
WSFS’s management concerning the additional due diligence examination of Bryn Mawr
conducted in connection with the mergers;
|
|
·
|
the
complementary nature of the cultures of the two companies, which WSFS’s management
believes should facilitate integration and implementation of the mergers;
|
|
·
|
Bryn
Mawr’s market position within the Philadelphia banking and wealth management markets;
|
|
·
|
the
financial and other terms of the merger agreement, including the merger consideration,
expected tax treatment, deal protection and termination fee provisions, which it reviewed
with WSFS’s management and outside financial and legal advisors;
|
|
·
|
the
expectation of annual cost savings resulting from the transaction, enhancing efficiencies;
|
|
·
|
an
enhanced management team and board of directors following the mergers with continued
participation from key members of Bryn Mawr, which enhances the likelihood that the expected
benefits of the mergers will be realized;
|
|
·
|
its
belief that the combined company will have opportunities for technology consolidations
and enhancements and revenue growth as a result of its enhanced scale and combined expertise;
|
|
·
|
WSFS’s
successful operating and acquisition track record, specifically WSFS’s history
of efficiently closing and integrating acquisitions;
|
|
·
|
its
belief that the mergers are likely to provide substantial value to WSFS stockholders;
|
|
·
|
the
opinion of Piper Sandler, rendered on March 9, 2021, addressed to the WSFS board of directors
as to the fairness, from a financial point of view and as of the date of such opinion,
to WSFS of the merger consideration to be paid pursuant to the merger agreement, which
opinion was based on and subject to the assumptions made, procedures followed, matters
considered and limitations on the review undertaken as more fully described below under
“—Opinion WSFS’s Financial Advisor”;
|
|
·
|
the
potential risks associated with achieving anticipated cost synergies and savings and
successfully integrating Bryn Mawr’s business, operations and workforce with those
of WSFS;
|
|
·
|
the
potential risk of diverting management attention and resources from the operation of
WSFS’s business and towards the completion of the mergers;
|
|
·
|
certain
anticipated merger-related costs;
|
|
·
|
the
merger agreement restricts the conduct of WSFS’s and Bryn Mawr’s business
between the date of the merger agreement and the date of the consummation of the mergers;
|
|
·
|
the
regulatory and other approvals required in connection with the mergers and the expectation
that such regulatory approvals will be received in a timely manner and without the imposition
of unacceptable conditions, including a burdensome condition;
|
|
·
|
the
potential risk of losing other acquisition opportunities while WSFS remains focused on
completing the mergers; and
|
|
·
|
the
nature and amount of payments and other benefits to be received by each of WSFS and Bryn
Mawr management in connection with the mergers.
|
The foregoing
discussion of the factors considered by the WSFS board of directors is not intended to be exhaustive, but, rather, includes the
material factors considered by the WSFS board of directors. In reaching its decision to approve the merger agreement, the mergers,
the WSFS share issuance and the other transactions contemplated by the merger agreement, the WSFS board of directors did not quantify
or assign any relative weights to the factors considered, and individual directors may have given different weights to different
factors. The WSFS board of directors considered all these factors as a whole, including discussions with, and questioning of,
WSFS’s management and WSFS’s financial and legal advisors, and overall considered the factors to be favorable to,
and to support, its determination to approve the merger agreement.
It should
be noted that this explanation of the WSFS board of directors’ reasoning and all other information presented in this section
is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary
Statement Regarding Forward-Looking Statements.”
For the
reasons set forth above, the WSFS board of directors approved the merger agreement and the transactions contemplated thereby,
including the mergers and the WSFS share issuance, and recommends that the WSFS stockholders vote “FOR” the WSFS merger
and share issuance proposal and “FOR” the WSFS adjournment proposal.
Opinion of WSFS’s
Financial Advisor
WSFS retained
Piper Sandler to act as financial advisor to the WSFS board of directors in connection with WSFS’s consideration of a possible
business combination with Bryn Mawr. WSFS selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally
recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its
investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities
in connection with mergers and acquisitions and other corporate transactions.
Piper Sandler
acted as financial advisor to the WSFS board of directors in connection with the proposed merger and participated in certain of
the negotiations leading to the execution of the merger agreement. At the March 9, 2021 meeting at which the WSFS board of directors
considered the merger and the merger agreement, Piper Sandler delivered to the board of directors its oral opinion, which was
subsequently confirmed in writing on March 9, 2021, to the effect that, as of such date, the merger consideration was fair to
WSFS from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex D to this joint
proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications
and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below
is qualified in its entirety by reference to the full text of the opinion. Holders of WSFS common stock are urged to read the
entire opinion carefully in connection with their consideration of the proposed merger.
Piper Sandler’s
opinion was directed to the board of directors of WSFS in connection with its consideration of the merger and the merger agreement
and does not constitute a recommendation to any stockholder of WSFS as to how any such stockholder should vote at any meeting
of stockholder called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion
was directed only to the fairness, from a financial point of view, of the merger consideration to WSFS and did not address the
underlying business decision of WSFS to engage in the merger, the form or structure of the merger or any other transactions contemplated
in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies
that might exist for WSFS or the effect of any other transaction in which WSFS might engage. Piper Sandler also did not express
any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director
or employee of WSFS or Bryn Mawr, or any class of such persons, if any, relative to the compensation to be received in the merger
by any other stockholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.
In connection
with its opinion, Piper Sandler reviewed and considered, among other things:
|
·
|
a
draft of the merger agreement, dated March 5, 2021;
|
|
·
|
certain
publicly available financial statements and other historical financial information of
WSFS that Piper Sandler deemed relevant;
|
|
·
|
certain
publicly available financial statements and other historical financial information of
Bryn Mawr that Piper Sandler deemed relevant;
|
|
·
|
publicly
available mean analyst earnings per share estimates and estimated share repurchases for
WSFS for the years ending December 31, 2021 and December 31, 2022 with an estimated long-term
annual earnings per share growth rate and annual estimated share repurchases for WSFS
for the years ending December 31, 2023, December 31, 2024 and December 31, 2025, as well
as estimated dividends per share for WSFS for the years ending December 31, 2021 through
December 31, 2025, as reviewed with the senior management of WSFS;
|
|
·
|
publicly
available mean analyst earnings per share estimates for Bryn Mawr for the years ending
December 31, 2021 and December 31, 2022, as well as an estimated long-term annual earnings
per share growth rate for the years ending December 31, 2023, December 31, 2024 and December
31, 2025 and estimated dividends per share for Bryn Mawr for the years ending December
31, 2021 through December 31, 2025, as reviewed with the senior management of WSFS;
|
|
·
|
the
pro forma financial impact of the merger on WSFS based on certain assumptions relating to
transaction expenses, purchase accounting adjustments, the regulatory capital treatment of
certain trust preferred securities, cost savings and certain adjustments for current expected
credit loss, or CECL, accounting standards, as provided by the senior management
of WSFS;
|
|
·
|
the
publicly reported historical price and trading activity for WSFS common stock and Bryn
Mawr common stock, including a comparison of certain stock trading information for WSFS
common stock and Bryn Mawr common stock and certain stock indices, as well as similar
publicly available information for certain other companies, the securities of which are
publicly traded;
|
|
·
|
a
comparison of certain financial and market information for WSFS and Bryn Mawr with similar
financial institutions for which information is publicly available;
|
|
·
|
the
financial terms of certain recent business combinations in the bank and thrift industry
(on a nationwide basis), to the extent publicly available;
|
|
·
|
the
current market environment generally and the banking environment in particular; and
|
|
·
|
such
other information, financial studies, analyses and investigations and financial, economic
and market criteria as Piper Sandler considered relevant.
|
Piper Sandler
also discussed with certain members of the senior management of WSFS and its representatives the business, financial condition,
results of operations and prospects of WSFS and held similar discussions with certain members of the senior management of Bryn
Mawr and its representatives regarding the business, financial condition, results of operations and prospects of Bryn Mawr.
In performing
its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available
to Piper Sandler from public sources, that was provided to Piper Sandler
by WSFS or its representatives, or that was otherwise
reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without
any independent verification or investigation. Piper Sandler further relied on the assurances of the senior management of WSFS
that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading in
any respect material to Piper Sandler’s analyses. Piper Sandler was not asked to undertake, and did not undertake, an independent
verification of any such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness
thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing
assets or the liabilities (contingent or otherwise) of WSFS or Bryn Mawr. Piper Sandler rendered no opinion on, or evaluation
of, the collectability of any assets or the future performance of any loans of WSFS or Bryn Mawr. Piper Sandler did not make an
independent evaluation of the adequacy of the allowance for loan losses of WSFS or Bryn Mawr, or of the combined entity after
the merger, and Piper Sandler did not review any individual credit files relating to WSFS or Bryn Mawr. Piper Sandler assumed,
with WSFS’s consent, that the respective allowances for loan losses for both WSFS and Bryn Mawr were adequate to cover such
losses and would be adequate on a pro forma basis for the combined entity.
In preparing its analyses,
Piper Sandler used publicly available mean analyst earnings per share estimates and estimated share repurchases for WSFS for the years
ending December 31, 2021 and December 31, 2022 with an estimated long-term annual earnings per share growth rate and annual estimated
share repurchases for WSFS for the years ending December 31, 2023, December 31, 2024 and December 31, 2025, as well as estimated dividends
per share for WSFS for the years ending December 31, 2021 through December 31, 2025, as reviewed with the senior management of WSFS.
In addition, Piper Sandler used publicly available mean analyst earnings per share estimates for Bryn Mawr for the years ending December
31, 2021 and December 31, 2022, as well as an estimated long-term annual earnings per share growth rate for the years ending December
31, 2023, December 31, 2024 and December 31, 2025 and estimated dividends per share for Bryn Mawr for the years ending December 31, 2021
through December 31, 2025, as reviewed with the senior management of WSFS. Piper Sandler also received and used in its pro forma analysis
certain assumptions relating to transaction expenses, purchase accounting adjustments, the regulatory capital treatment of certain trust
preferred securities, cost savings and certain adjustments for CECL accounting standards, as provided by the senior management
of WSFS. With respect to the foregoing information, Piper Sandler assumed that such information reflected (or, in the case of
the publicly available mean analyst estimates referred to above, were consistent with) the best currently available estimates as
well as discussions with senior management as to the future financial performance of WSFS and Bryn Mawr, respectively, and Piper
Sandler assumed that the financial results reflected in such information would be achieved. Piper Sandler expressed no opinion as to
such estimates or judgements, or the assumptions on which such information was based. Piper Sandler also assumed that there had been
no material change in the respective assets, financial condition, results of operations, business or prospects of WSFS or Bryn Mawr since
the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its
analyses that WSFS and Bryn Mawr would remain as going concerns for all periods relevant to its analyses.
Piper Sandler
also assumed, with WSFS’s consent, that (i) each of the parties to the merger agreement would comply in all material respects
with all material terms and conditions of the merger agreement and all related agreements required to effect the merger, that
all of the representations and warranties contained in such agreements were true and correct in all material respects, that each
of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to
be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be
waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect
to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on WSFS, Bryn
Mawr, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance
with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement
thereof and in compliance with all applicable laws and other requirements. Finally, with WSFS’s consent, Piper Sandler relied
upon the advice that WSFS received
from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating
to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such
matters.
Piper Sandler’s
opinion was necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information
made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper
Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment
upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of WSFS common stock
or Bryn Mawr common stock at any time or what the value of WSFS common stock would be once it is actually received by the holders
of Bryn Mawr common stock.
In rendering
its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the
analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to the WSFS board of directors, but
is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in
tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying
text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion
is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and
the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a
partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting
portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative
weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion.
Also, no company included in Piper Sandler’s comparative analyses described below is identical to WSFS or Bryn Mawr and
no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations
and judgments concerning differences in financial and operating characteristics of the companies and other factors that could
affect the public trading values or transaction values, as the case may be, of WSFS and Bryn Mawr and the companies to which they
were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that
it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor.
Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation
supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the merger consideration,
from a financial point of view, to WSFS on the basis of its experience and professional judgment after considering the results
of all its analyses taken as a whole.
In performing
its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions
and various other matters, many of which cannot be predicted and are beyond the control of WSFS, Bryn Mawr and Piper Sandler.
The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be
significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes
of rendering its opinion and provided such analyses to the WSFS board of directors at its March 9, 2021 meeting. Estimates on
the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities
may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly,
Piper Sandler’s analyses do not necessarily reflect the value of WSFS common stock or Bryn Mawr common stock or the prices
at which WSFS or Bryn Mawr common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number
of factors taken into consideration by WSFS board of directors in making its determination to approve the merger agreement and
the analyses described below should not be viewed as determinative of the decision of the WSFS board of directors with respect
to the fairness of the merger consideration.
Summary of
Proposed Merger Consideration and Implied Transaction Metrics
Piper Sandler
reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the
merger each share of Bryn Mawr common stock issued and outstanding immediately prior to the effective time of the transaction,
except for certain shares as set forth in the merger agreement, shall be converted into the right to receive 0.90 of a share of
WSFS common stock. Using the closing price of WSFS common stock on March 5, 2021, Piper Sandler calculated an aggregate implied
transaction value of approximately $948.915 million and an implied purchase price per share of $46.89, based upon 19,879,922 shares
of Bryn Mawr common stock outstanding, 225 Bryn Mawr options outstanding with a weighted average exercise price of $18.33, and
356,982 Bryn Mawr restricted stock awards outstanding. Based upon publicly available historical financial information for Bryn
Mawr as of or for the last 12 months, or LTM, ended December 31, 2020, publicly available mean analyst earnings per share,
or EPS, estimates for Bryn Mawr for the years ending December 31, 2019 and December 31, 2020, and the closing price of Bryn Mawr
common stock on March 5, 2021, Piper Sandler calculated the following implied transaction metrics:
Transaction Price / Tangible Book Value per Share
|
|
|
221
|
%
|
Transaction Price / 2021E Mean Consensus EPS
|
|
|
17.2
|
x
|
Transaction Price / 2022E Mean Consensus EPS
|
|
|
16.2
|
x
|
Tangible Book Premium / Core Deposits (CDs > $100K)(1)
|
|
|
12.5
|
%
|
Tangible Book Premium / Core Deposits (CDs > $250K) (2)
|
|
|
12.2
|
%
|
Premium to Bryn Mawr Market Price(3)
|
|
|
12.3
|
%
|
|
(1)
|
Core Deposits is defined
as total deposits less time deposits with balances greater than $100,000.
|
|
(2)
|
Core Deposits is defined
as total deposits less time deposits with balances greater than $250,000.
|
|
(3)
|
Bryn Mawr’s closing
stock price on March 5, 2021 was $52.10.
|
Stock
Trading History
Piper
Sandler reviewed the publicly available historical reported trading prices of WSFS common stock and Bryn Mawr common stock for
the one-year and three-year periods ended March 5, 2021. Piper Sandler then compared the relationship between the movements in
the price of WSFS common stock and Bryn Mawr common stock, respectively, to movements in their respective peer groups (as described
below) as well as certain stock indices.
WSFS’s
One-Year Stock Performance
|
|
Beginning Value
March 5, 2020
|
|
|
Ending Value
March 5, 2021
|
|
WSFS
|
|
|
100
|
%
|
|
|
151.1
|
%
|
WSFS Peer Group
|
|
|
100
|
%
|
|
|
131.9
|
%
|
Nasdaq Bank Index
|
|
|
100
|
%
|
|
|
140.8
|
%
|
S&P 500 Index
|
|
|
100
|
%
|
|
|
127.1
|
%
|
WSFS’s
Three-Year Stock Performance
|
|
Beginning Value
March 5, 2018
|
|
|
Ending Value
March 5, 2021
|
|
WSFS
|
|
|
100
|
%
|
|
|
105.7
|
%
|
WSFS Peer Group
|
|
|
100
|
%
|
|
|
101.7
|
%
|
Nasdaq Bank Index
|
|
|
100
|
%
|
|
|
109.0
|
%
|
S&P 500 Index
|
|
|
100
|
%
|
|
|
141.2
|
%
|
Bryn
Mawr’s One-Year Stock Performance
|
|
Beginning Value
March 5, 2020
|
|
|
Ending Value
March 5, 2021
|
|
Bryn Mawr
|
|
|
100
|
%
|
|
|
127.1
|
%
|
Bryn Mawr Peer Group
|
|
|
100
|
%
|
|
|
130.7
|
%
|
Nasdaq Bank Index
|
|
|
100
|
%
|
|
|
140.8
|
%
|
S&P 500 Index
|
|
|
100
|
%
|
|
|
127.1
|
%
|
Bryn
Mawr’s Three-Year Stock Performance
|
|
Beginning Value
March 5, 2018
|
|
|
Ending Value
March 5, 2021
|
|
Bryn Mawr
|
|
|
100
|
%
|
|
|
92.6
|
%
|
Bryn Mawr Peer Group
|
|
|
100
|
%
|
|
|
110.6
|
%
|
Nasdaq Bank Index
|
|
|
100
|
%
|
|
|
109.0
|
%
|
S&P 500 Index
|
|
|
100
|
%
|
|
|
141.2
|
%
|
Comparable
Company Analyses
Piper Sandler
used publicly available information to compare selected financial information for WSFS with a group of financial institutions
selected by Piper Sandler. The WSFS peer group included major exchange-traded (Nasdaq and NYSE) banks and thrifts headquartered
in the Mid-Atlantic, Northeast and Southeast with total assets between $10 billion and $20 billion, but excluded targets of announced
mergers and Puerto Rican institutions, which we refer to as the WSFS Peer Group. The WSFS Peer Group consisted of the following
companies:
Atlantic
Union Bankshares Corporation
|
|
Northwest
Bancshares, Inc.
|
Berkshire
Hills Bancorp, Inc.
|
|
OceanFirst
Financial Corp.
|
Community
Bank System, Inc.
|
|
Provident
Financial Services, Inc.
|
Customers
Bancorp, Inc.
|
|
Renasant
Corporation
|
Eagle
Bancorp, Inc.
|
|
Sandy
Spring Bancorp, Inc.
|
Eastern
Bankshares, Inc.
|
|
ServisFirst
Bancshares, Inc.
|
FB
Financial Corporation
|
|
TowneBank
|
Home
BancShares, Inc.
|
|
Trustmark
Corporation
|
Independent
Bank Corp.
|
|
United
Community Banks, Inc.
|
NBT
Bancorp Inc.
|
|
WesBanco,
Inc.
|
The analysis
compared publicly available financial information for WSFS with corresponding data for the WSFS Peer Group as of or for the year
ended December 31, 2020 (unless otherwise noted) with pricing data as of March 5, 2021. The table below sets forth the data for
WSFS and the median, mean, low and high data for the WSFS Peer Group.
WSFS
Comparable Company Analysis
|
|
|
|
|
WSFS
|
|
|
WSFS
|
|
|
WSFS
|
|
|
WSFS
|
|
|
|
|
|
|
Peer Group
|
|
|
Peer Group
|
|
|
Peer Group
|
|
|
Peer Group
|
|
|
|
WSFS
|
|
|
Median
|
|
|
Mean
|
|
|
Low
|
|
|
High
|
|
Assets ($M)
|
|
|
14,334
|
|
|
|
13,869
|
|
|
|
14,345
|
|
|
|
10,933
|
|
|
|
19,628
|
|
Loans / Deposits (%)
|
|
|
76.1
|
|
|
|
84.7
|
|
|
|
87.0
|
|
|
|
66.1
|
|
|
|
139.3
|
|
Non-performing assets / Assets (%)
|
|
|
0.42
|
|
|
|
0.54
|
|
|
|
0.54
|
|
|
|
0.18
|
|
|
|
0.92
|
|
Tangible Common Equity / Tangible Assets (%)
|
|
|
8.98
|
|
|
|
8.87
|
|
|
|
9.29
|
|
|
|
4.80
|
|
|
|
19.58
|
|
Tier 1 Leverage Ratio (%)
|
|
|
9.76
|
|
|
|
9.41
|
|
|
|
10.02
|
|
|
|
8.23
|
|
|
|
19.53
|
|
Total RBC Ratio (%)
|
|
|
13.76
|
|
|
|
15.31
|
|
|
|
15.99
|
|
|
|
11.86
|
|
|
|
29.61
|
|
CRE / Total RBC Ratio (%)
|
|
|
225.9
|
|
|
|
230.6
|
|
|
|
231.9
|
|
|
|
104.1
|
|
|
|
428.2
|
|
LTM Return on average assets (%)
|
|
|
0.86
|
|
|
|
0.85
|
|
|
|
0.67
|
|
|
|
(4.14
|
)
|
|
|
1.59
|
|
LTM Return on average equity (%)
|
|
|
6.18
|
|
|
|
7.18
|
|
|
|
5.57
|
|
|
|
(37.50
|
)
|
|
|
18.55
|
|
LTM Net interest margin (%)
|
|
|
3.95
|
|
|
|
3.30
|
|
|
|
3.27
|
|
|
|
2.71
|
|
|
|
4.02
|
|
LTM Efficiency ratio (%)
|
|
|
54.00
|
|
|
|
56.97
|
|
|
|
55.05
|
|
|
|
29.60
|
|
|
|
69.43
|
|
Price / Tangible book value (%)
|
|
|
201
|
|
|
|
176
|
|
|
|
187
|
|
|
|
97
|
|
|
|
321
|
|
Price / LTM EPS (x)
|
|
|
23.0
|
|
|
|
19.1
|
|
|
|
19.3
|
|
|
|
7.6
|
|
|
|
28.4
|
|
Price / 2021E EPS (x)(1)
|
|
|
15.4
|
|
|
|
14.9
|
|
|
|
16.1
|
|
|
|
5.9
|
|
|
|
26.1
|
|
Price / 2022E EPS (x)(1)
|
|
|
14.6
|
|
|
|
15.5
|
|
|
|
16.0
|
|
|
|
7.9
|
|
|
|
25.3
|
|
Current Dividend Yield (%)
|
|
|
0.9
|
|
|
|
2.2
|
|
|
|
2.4
|
|
|
|
0.0
|
|
|
|
5.1
|
|
Market Cap ($M)
|
|
|
2,474
|
|
|
|
2,174
|
|
|
|
2,364
|
|
|
|
909
|
|
|
|
4,388
|
|
|
(1)
|
Based on publicly available mean analyst consensus EPS
estimates.
|
Piper
Sandler used publicly available information to perform a similar analysis for Bryn Mawr by comparing selected financial information
for Bryn Mawr with a group of financial institutions selected by Piper Sandler. The Bryn Mawr peer group included major exchange-traded
(Nasdaq and NYSE) banks and thrifts headquartered Nationwide with total assets between $2 billion and $10 billion and gross revenue
from fiduciary assets greater than $10 million, but excluded targets of announced mergers and Puerto Rican institutions, which
we refer to as the Bryn Mawr Peer Group. The Bryn Mawr Peer Group consisted of the following companies:
1st
Source Corporation
|
|
Midland
States Bancorp, Inc.
|
Amalgamated
Bank
|
|
Park
National Corporation
|
BancFirst
Corporation
|
|
Peapack-Gladstone
Financial Corporation
|
Bar
Harbor Bankshares
|
|
Stock
Yards Bancorp, Inc.
|
Cambridge
Bancorp
|
|
Tompkins
Financial Corporation
|
Community
Trust Bancorp, Inc.
|
|
Washington
Trust Bancorp, Inc.
|
First
Mid Bancshares, Inc.
|
|
|
The
analysis compared publicly available financial information for Bryn Mawr with corresponding data for the Bryn Mawr Peer Group
as of or for the year ended December 31, 2020 (unless otherwise noted) with pricing data as of March 5, 2021. The table below
sets forth the data for Bryn Mawr and the median, mean, low and high data for the Bryn Mawr Peer Group.
Bryn
Mawr Comparable Company Analysis
|
|
|
|
|
Bryn Mawr
|
|
|
Bryn Mawr
|
|
|
Bryn Mawr
|
|
|
Bryn Mawr
|
|
|
|
|
|
|
Peer Group
|
|
|
Peer Group
|
|
|
Peer Group
|
|
|
Peer Group
|
|
|
|
Bryn Mawr
|
|
|
Median
|
|
|
Mean
|
|
|
Low
|
|
|
High
|
|
Assets ($M)
|
|
|
5,432
|
|
|
|
5,890
|
|
|
|
6,156
|
|
|
|
3,726
|
|
|
|
9,279
|
|
Loans / Deposits (%)
|
|
|
82.9
|
|
|
|
88.5
|
|
|
|
87.5
|
|
|
|
65.4
|
|
|
|
100.0
|
|
Non-performing assets / Assets (%)
|
|
|
0.23
|
|
|
|
0.65
|
|
|
|
0.78
|
|
|
|
0.20
|
|
|
|
1.67
|
|
Tangible Common Equity / Tangible Assets (%)
|
|
|
8.09
|
|
|
|
8.91
|
|
|
|
9.06
|
|
|
|
6.46
|
|
|
|
11.62
|
|
Tier 1 Leverage Ratio (%)
|
|
|
9.04
|
|
|
|
8.95
|
|
|
|
9.43
|
|
|
|
7.50
|
|
|
|
12.70
|
|
Total RBC Ratio (%)
|
|
|
15.55
|
|
|
|
14.39
|
|
|
|
15.40
|
|
|
|
13.24
|
|
|
|
20.50
|
|
CRE / Total RBC Ratio (%)
|
|
|
277.8
|
|
|
|
236.7
|
|
|
|
212.0
|
|
|
|
56.4
|
|
|
|
317.8
|
|
LTM Return on average assets (%)
|
|
|
0.64
|
|
|
|
1.06
|
|
|
|
0.99
|
|
|
|
0.35
|
|
|
|
1.40
|
|
LTM Return on average equity (%)
|
|
|
5.32
|
|
|
|
9.09
|
|
|
|
9.43
|
|
|
|
3.55
|
|
|
|
14.01
|
|
LTM Net interest margin (%)
|
|
|
3.16
|
|
|
|
3.33
|
|
|
|
3.22
|
|
|
|
2.31
|
|
|
|
3.93
|
|
LTM Efficiency ratio (%)
|
|
|
61.19
|
|
|
|
58.68
|
|
|
|
58.55
|
|
|
|
53.98
|
|
|
|
62.61
|
|
LTM Fiduciary Revenue ($M)
|
|
|
42.1
|
|
|
|
19.3
|
|
|
|
20.5
|
|
|
|
10.9
|
|
|
|
40.0
|
|
Price / Tangible book value (%)
|
|
|
197
|
|
|
|
163
|
|
|
|
178
|
|
|
|
108
|
|
|
|
287
|
|
Price/ LTM EPS (x)
|
|
|
25.6
|
|
|
|
16.5
|
|
|
|
17.4
|
|
|
|
12.2
|
|
|
|
29.0
|
|
Price / 2021E EPS (x) (1)
|
|
|
15.3
|
|
|
|
14.4
|
|
|
|
14.7
|
|
|
|
9.1
|
|
|
|
19.7
|
|
Price / 2022E EPS (x) (1)
|
|
|
14.4
|
|
|
|
13.6
|
|
|
|
14.2
|
|
|
|
9.7
|
|
|
|
18.9
|
|
Current Dividend Yield (%)
|
|
|
2.6
|
|
|
|
2.5
|
|
|
|
2.6
|
|
|
|
0.7
|
|
|
|
4.1
|
|
Market Cap ($M)
|
|
|
830
|
|
|
|
788
|
|
|
|
1,021
|
|
|
|
465
|
|
|
|
2,275
|
|
|
(1)
|
Based on publicly available mean analyst consensus EPS
estimates.
|
Analysis
of Precedent Transactions
Piper
Sandler reviewed publicly available information for a nationwide group of recent historical merger and acquisition transactions.
The nationwide group consisted of nationwide bank and thrift transactions announced between January 1, 2018 and March 5, 2021
where the target’s total assets were between $2 billion and $10 billion at announcement, and excludes merger of equals transactions
and transactions with targets not headquartered in the continental United States, which we refer to as the Nationwide Precedent
Transactions.
The Nationwide
Precedent Transactions group was composed of the following transactions:
Acquiror
|
|
Target
|
Pacific
Premier Bancorp, Inc.
|
|
Grandpoint
Capital, Inc.
|
CVB
Financial Corp.
|
|
Community
Bank
|
Renasant
Corporation
|
|
Brand
Group Holdings, Inc.
|
Cadence
Bancorporation
|
|
State
Bank Financial Corporation
|
Independent
Bank Group, Inc.
|
|
Guaranty
Bancorp
|
BOK
Financial Corporation
|
|
CoBiz
Financial Inc.
|
People’s
United Financial, Inc.
|
|
First
Connecticut Bancorp, Inc.
|
WSFS
Financial Corporation
|
|
Beneficial
Bancorp, Inc.
|
Independent
Bank Corp.
|
|
Blue
Hills Bancorp, Inc.
|
Union
Bankshares Corporation
|
|
Access
National Corporation
|
CenterState
Bank Corporation
|
|
National
Commerce Corporation
|
People’s
United Financial, Inc.
|
|
BSB
Bancorp, Inc.
|
Ameris
Bancorp
|
|
Fidelity
Southern Corporation
|
Banco
Bradesco SA
|
|
BAC
Florida Bank
|
Prosperity
Bancshares, Inc.
|
|
LegacyTexas
Financial Group, Inc.
|
Valley
National Bancorp
|
|
Oritani
Financial Corp.
|
People’s
United Financial, Inc.
|
|
United
Financial Bancorp, Inc.
|
WesBanco,
Inc.
|
|
Old
Line Bancshares, Inc.
|
Simmons
First National Corporation
|
|
Landrum
Company
|
CIT
Group Inc.
|
|
Mutual
of Omaha Bank
|
Sandy
Spring Bancorp, Inc.
|
|
Revere
Bank
|
Northwest
Bancshares, Inc.
|
|
MutualFirst
Financial, Inc.
|
United
Bankshares, Inc.
|
|
Carolina
Financial Corporation
|
FB
Financial Corporation
|
|
Franklin
Financial Network, Inc.
|
Pacific
Premier Bancorp, Inc.
|
|
Opus
Bank
|
Provident
Financial Services, Inc.
|
|
SB
One Bancorp
|
SVB
Financial Group
|
|
Boston
Private Financial Holdings, Inc.
|
Using
the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following
transaction metrics: transaction price to LTM EPS, transaction price to forward EPS, transaction price to tangible book value
per share, core deposit premium, and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the transaction
to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.
|
|
|
|
|
Nationwide Precedent Transactions
|
|
|
|
WSFS/
Bryn Mawr
|
|
|
Median
|
|
|
Mean
|
|
|
Low
|
|
|
High
|
|
Transaction Price / LTM EPS (x) (1)
|
|
|
NM
|
|
|
|
16.7
|
|
|
|
22.2
|
|
|
|
9.2
|
|
|
|
53.0
|
|
Transaction Price / Estimated EPS (x)
|
|
|
17.2
|
|
|
|
16.2
|
|
|
|
17.7
|
|
|
|
8.8
|
|
|
|
33.4
|
|
Transaction Price / Tangible Book Value Per Share (%)
|
|
|
221
|
|
|
|
181
|
|
|
|
193
|
|
|
|
115
|
|
|
|
319
|
|
Tangible Book
Value Premium to Core Deposits (%)(2)
|
|
|
12.5
|
|
|
|
13.0
|
|
|
|
14.4
|
|
|
|
2.2
|
|
|
|
33.7
|
|
1-Day Market Premium (%)
|
|
|
12.3
|
|
|
|
15.2
|
|
|
|
15.6
|
|
|
|
(7.1
|
)
|
|
|
48.9
|
|
|
(1)
|
LTM EPS multiples for transactions
with financial information announced after the start of the COVID-19 pandemic have been deemed not meaningful, or NM.
|
|
(2)
|
Core Deposits is defined
as total deposits less time deposits with balances greater than $100,000.
|
Net
Present Value Analyses
Piper
Sandler performed an analysis that estimated the net present value per share of WSFS common stock, assuming WSFS performed in
accordance with publicly available mean analyst EPS estimates and estimated share repurchases for WSFS for the years ending December
31, 2021 and December 31, 2022 with an estimated long-term annual EPS growth rate and annual estimated share repurchases for WSFS
for the years ending December 31, 2023, December 31, 2024 and December 31, 2025, as well as estimated dividends per share for
WSFS for the years ending December 31, 2021 through December 31, 2025, as reviewed with the senior
management of WSFS. To approximate
the terminal value of a share of WSFS common stock at December 31, 2025, Piper Sandler applied price to forward earnings multiples
ranging from 14.0x to 19.0x and multiples of December 31, 2025 tangible book value ranging from 140% to 215%. The terminal values
were then discounted to present values using different discount rates ranging from 8.0% to 13.0%, which were chosen to reflect
different assumptions regarding required rates of return of holders or prospective buyers of WSFS common stock. As illustrated
in the following tables, the analysis indicated an imputed range of values per share of WSFS common stock of $35.80 to $59.94
when applying multiples of earnings and $33.09 to $62.33 when applying multiples of tangible book value.
Earnings
Per Share Multiples
Discount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate
|
|
|
14.0x
|
|
|
15.0x
|
|
|
16.0x
|
|
|
17.0x
|
|
|
18.0x
|
|
|
19.0x
|
|
|
8.0
|
%
|
|
$
|
44.68
|
|
|
$
|
47.73
|
|
|
$
|
50.79
|
|
|
$
|
53.84
|
|
|
$
|
56.89
|
|
|
$
|
59.94
|
|
|
9.0
|
%
|
|
|
42.71
|
|
|
|
45.62
|
|
|
|
48.54
|
|
|
|
51.45
|
|
|
|
54.36
|
|
|
|
57.28
|
|
|
10.0
|
%
|
|
|
40.84
|
|
|
|
43.62
|
|
|
|
46.41
|
|
|
|
49.19
|
|
|
|
51.97
|
|
|
|
54.76
|
|
|
11.0
|
%
|
|
|
39.07
|
|
|
|
41.73
|
|
|
|
44.39
|
|
|
|
47.05
|
|
|
|
49.71
|
|
|
|
52.37
|
|
|
12.0
|
%
|
|
|
37.39
|
|
|
|
39.94
|
|
|
|
42.48
|
|
|
|
45.02
|
|
|
|
47.57
|
|
|
|
50.11
|
|
|
13.0
|
%
|
|
|
35.80
|
|
|
|
38.24
|
|
|
|
40.67
|
|
|
|
43.10
|
|
|
|
45.53
|
|
|
|
47.97
|
|
Tangible
Book Value Per Share Multiples
Discount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate
|
|
|
140%
|
|
|
155%
|
|
|
170%
|
|
|
185%
|
|
|
200%
|
|
|
215%
|
|
|
8.0
|
%
|
|
$
|
41.28
|
|
|
$
|
45.49
|
|
|
$
|
49.70
|
|
|
$
|
53.91
|
|
|
$
|
58.12
|
|
|
$
|
62.33
|
|
|
9.0
|
%
|
|
|
39.46
|
|
|
|
43.48
|
|
|
|
47.50
|
|
|
|
51.52
|
|
|
|
55.54
|
|
|
|
59.56
|
|
|
10.0
|
%
|
|
|
37.73
|
|
|
|
41.58
|
|
|
|
45.42
|
|
|
|
49.26
|
|
|
|
53.10
|
|
|
|
56.94
|
|
|
11.0
|
%
|
|
|
36.10
|
|
|
|
39.77
|
|
|
|
43.44
|
|
|
|
47.11
|
|
|
|
50.78
|
|
|
|
54.46
|
|
|
12.0
|
%
|
|
|
34.56
|
|
|
|
38.06
|
|
|
|
41.57
|
|
|
|
45.08
|
|
|
|
48.59
|
|
|
|
52.10
|
|
|
13.0
|
%
|
|
|
33.09
|
|
|
|
36.45
|
|
|
|
39.80
|
|
|
|
43.16
|
|
|
|
46.52
|
|
|
|
49.87
|
|
Piper Sandler
also considered and discussed with the WSFS board of directors how this analysis would be affected by changes in the underlying
assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis,
assuming WSFS’s earnings varied from 10.0% above estimates to 10.0% below estimates. This analysis resulted in the following
range of per share values for WSFS common stock, applying the price to 2025 earnings multiples range of 14.0x to 19.0x referred
to above and a discount rate of 12.01%.
Earnings
Per Share Multiples
Annual
Estimate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variance
|
|
|
14.0x
|
|
|
15.0x
|
|
|
16.0x
|
|
|
17.0x
|
|
|
18.0x
|
|
|
19.0x
|
|
|
(10.0
|
%)
|
|
$
|
33.82
|
|
|
$
|
36.11
|
|
|
$
|
38.39
|
|
|
$
|
40.68
|
|
|
$
|
42.97
|
|
|
$
|
45.26
|
|
|
(5.0
|
%)
|
|
|
35.60
|
|
|
|
38.01
|
|
|
|
40.43
|
|
|
|
42.84
|
|
|
|
45.26
|
|
|
|
47.67
|
|
|
0.0
|
%
|
|
|
37.38
|
|
|
|
39.92
|
|
|
|
42.46
|
|
|
|
45.00
|
|
|
|
47.55
|
|
|
|
50.09
|
|
|
5.0
|
%
|
|
|
39.16
|
|
|
|
41.83
|
|
|
|
44.49
|
|
|
|
47.16
|
|
|
|
49.83
|
|
|
|
52.50
|
|
|
10.0
|
%
|
|
|
40.94
|
|
|
|
43.73
|
|
|
|
46.53
|
|
|
|
49.32
|
|
|
|
52.12
|
|
|
|
54.92
|
|
Piper Sandler also
performed an analysis that estimated the net present value per share of Bryn Mawr common stock, assuming Bryn Mawr performed in accordance
with publicly available mean analyst EPS estimates for Bryn Mawr for the years ending December 31, 2021 and December 31, 2022, as well
as an estimated long-term annual EPS growth rate for the years ending December 31, 2023, December 31, 2024 and December 31, 2025 and
estimated dividends per share for Bryn Mawr for the years ending December 31, 2021 through December 31, 2025, as reviewed with the senior
management of WSFS. The analysis also included the impact of the estimated after-tax cost savings as a result of the merger, as provided by the senior management of WSFS. To approximate the terminal value of a share of Bryn Mawr common stock at December 31, 2025,
Piper Sandler applied price to forward earnings multiples ranging from 12.0x to 17.0x and multiples of December 31, 2025 tangible book
value ranging from 140% to 215%. The terminal values were then discounted to present values using different discount rates ranging from
8.0% to 13.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers
of Bryn Mawr common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Bryn
Mawr common stock of $44.07 to $75.86 when applying multiples of earnings and $34.25 to $62.95 when applying multiples of tangible book
value.
Earnings
Per Share Multiples with Estimated After-Tax Cost Savings
Discount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate
|
|
|
12.0x
|
|
|
13.0x
|
|
|
14.0x
|
|
|
15.0x
|
|
|
16.0x
|
|
|
17.0x
|
|
|
8.0
|
%
|
|
$
|
54.81
|
|
|
$
|
59.02
|
|
|
$
|
63.23
|
|
|
$
|
67.44
|
|
|
$
|
71.65
|
|
|
$
|
75.86
|
|
|
9.0
|
%
|
|
|
52.42
|
|
|
|
56.44
|
|
|
|
60.46
|
|
|
|
64.48
|
|
|
|
68.50
|
|
|
|
72.52
|
|
|
10.0
|
%
|
|
|
50.16
|
|
|
|
54.00
|
|
|
|
57.85
|
|
|
|
61.69
|
|
|
|
65.53
|
|
|
|
69.37
|
|
|
11.0
|
%
|
|
|
48.02
|
|
|
|
51.69
|
|
|
|
55.36
|
|
|
|
59.04
|
|
|
|
62.71
|
|
|
|
66.38
|
|
|
12.0
|
%
|
|
|
45.99
|
|
|
|
49.50
|
|
|
|
53.01
|
|
|
|
56.52
|
|
|
|
60.03
|
|
|
|
63.54
|
|
|
13.0
|
%
|
|
|
44.07
|
|
|
|
47.43
|
|
|
|
50.78
|
|
|
|
54.14
|
|
|
|
57.50
|
|
|
|
60.85
|
|
Tangible
Book Value Per Share Multiples with Estimated After-Tax Cost Savings
Discount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate
|
|
|
140%
|
|
|
155%
|
|
|
170%
|
|
|
185%
|
|
|
200%
|
|
|
215%
|
|
|
8.0
|
%
|
|
$
|
42.50
|
|
|
$
|
46.59
|
|
|
$
|
50.68
|
|
|
$
|
54.77
|
|
|
$
|
58.86
|
|
|
$
|
62.95
|
|
|
9.0
|
%
|
|
|
40.67
|
|
|
|
44.57
|
|
|
|
48.48
|
|
|
|
52.39
|
|
|
|
56.29
|
|
|
|
60.20
|
|
|
10.0
|
%
|
|
|
38.93
|
|
|
|
42.66
|
|
|
|
46.40
|
|
|
|
50.13
|
|
|
|
53.86
|
|
|
|
57.60
|
|
|
11.0
|
%
|
|
|
37.29
|
|
|
|
40.86
|
|
|
|
44.42
|
|
|
|
47.99
|
|
|
|
51.56
|
|
|
|
55.13
|
|
|
12.0
|
%
|
|
|
35.73
|
|
|
|
39.14
|
|
|
|
42.55
|
|
|
|
45.96
|
|
|
|
49.37
|
|
|
|
52.78
|
|
|
13.0
|
%
|
|
|
34.25
|
|
|
|
37.51
|
|
|
|
40.78
|
|
|
|
44.04
|
|
|
|
47.30
|
|
|
|
50.56
|
|
Piper Sandler
also considered and discussed with the WSFS board of directors how this analysis would be affected by changes in the underlying
assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis
assuming Bryn Mawr’s earnings varied from 10.0% above estimates to 10.0% below estimates. This analysis resulted in the
following range of per share values for Bryn Mawr common stock, applying the price to 2025 earnings multiples range of 12.0x to
17.0x referred to above and a discount rate of 10.21%.
Earnings
Per Share Multiples with Estimated After-Tax Cost Savings
Annual
Estimate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variance
|
|
|
12.0x
|
|
|
13.0x
|
|
|
14.0x
|
|
|
15.0x
|
|
|
16.0x
|
|
|
17.0x
|
|
|
(10.0
|
%)
|
|
$
|
45.14
|
|
|
$
|
48.57
|
|
|
$
|
51.99
|
|
|
$
|
55.41
|
|
|
$
|
58.84
|
|
|
$
|
62.26
|
|
|
(5.0
|
%)
|
|
|
47.42
|
|
|
|
51.04
|
|
|
|
54.65
|
|
|
|
58.27
|
|
|
|
61.88
|
|
|
|
65.50
|
|
|
0.0
|
%
|
|
|
49.71
|
|
|
|
53.51
|
|
|
|
57.32
|
|
|
|
61.12
|
|
|
|
64.93
|
|
|
|
68.73
|
|
|
5.0
|
%
|
|
|
51.99
|
|
|
|
55.98
|
|
|
|
59.98
|
|
|
|
63.97
|
|
|
|
67.97
|
|
|
|
71.96
|
|
|
10.0
|
%
|
|
|
54.27
|
|
|
|
58.46
|
|
|
|
62.64
|
|
|
|
66.83
|
|
|
|
71.01
|
|
|
|
75.20
|
|
Piper Sandler
noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly
dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values
or future results.
Pro
Forma Transaction Analysis
Piper Sandler
analyzed certain potential pro forma effects of the merger on WSFS assuming the merger closes on September 30, 2021. Piper Sandler utilized
the following information and assumptions: (a) publicly available mean analyst EPS estimates and estimated share repurchases for WSFS
for the years ending December 31, 2021 and December 31, 2022 with an estimated long-term annual EPS growth rate and annual estimated
share repurchases for WSFS for the years ending December 31, 2023, December 31, 2024 and December 31, 2025, as well as estimated dividends
per share for WSFS for the years ending December 31, 2021 through December 31, 2025, as reviewed with the senior management of WSFS,
(b) publicly available mean analyst EPS estimates for Bryn Mawr for the years ending December 31, 2021 and December 31, 2022, as
well as an estimated long-term annual EPS growth rate for the years ending December 31, 2023, December 31, 2024 and December 31, 2025
and estimated dividends per share for Bryn Mawr for the years ending December 31, 2021 through December 31, 2025, as reviewed with the
senior management of WSFS, and (c) the pro forma financial impact of the merger on WSFS based on certain assumptions relating to transaction
expenses, purchase accounting adjustments, the regulatory capital treatment of certain trust preferred securities, cost savings and certain
adjustments for CECL accounting standards, as provided by the senior management of WSFS. The analysis indicated that the transaction
could be accretive to WSFS’s estimated EPS (excluding one-time transaction costs and expenses) in the years ending December 31,
2022 through December 31, 2024 and dilutive to WSFS’s estimated tangible book value per share at close through December 31, 2023.
In connection
with this analysis, Piper Sandler considered and discussed with the WSFS board of directors how the analysis would be affected
by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing
of the transaction, and noted that the actual results achieved by the combined company may vary from projected results and the
variations may be material.
Piper
Sandler’s Relationship
Piper
Sandler is acting as WSFS’s financial advisor in connection with the transaction and will receive a fee for such services
in an amount equal to $5.70 million, or approximately 0.70% of the aggregate purchase price calculated at the time of the negotiation
of the exchange ratio, which fee is contingent upon the closing of the merger. Piper Sandler also received a $300,000 fee from
WSFS upon rendering its opinion, which opinion fee will be credited in full towards the transaction fee which will become payable
to Piper Sandler upon closing of the merger. WSFS has also agreed to indemnify Piper Sandler against certain claims and liabilities
arising out of Piper Sandler’s engagement and to reimburse Piper Sandler for certain of its out-of-pocket expenses incurred
in connection with Piper Sandler’s engagement.
In the
two years preceding the date of Piper Sandler’s opinion Piper Sandler provided certain other investment banking services
to WSFS. Specifically, Piper Sandler acted as lead book-running manager in connection with the offer and sale of WSFS senior debt,
which transaction occurred in December 2020 and for which Piper Sandler received approximately $1 million in compensation. Piper
Sandler did not provide any investment banking services to Bryn Mawr in the two years preceding the date of its opinion. In the
ordinary course of Piper Sandler’s business as a broker-dealer, Piper Sandler may purchase securities from and sell securities
to WSFS, Bryn Mawr and their respective affiliates. Piper Sandler may also actively trade the equity and debt securities of WSFS,
Bryn Mawr and their respective affiliates for Piper Sandler’s account and for the accounts of Piper Sandler’s customers.
Certain Prospective
Financial Information
Bryn
Mawr and WSFS do not as a matter of course make public projections as to future performance, revenues, earnings or other financial
results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, Bryn Mawr
and WSFS are including in this joint proxy statement/prospectus certain unaudited prospective financial information that was made
available by Bryn Mawr and WSFS in connection with the mergers as described below. The inclusion of this information should not
be regarded as an indication that any of Bryn Mawr, WSFS, Piper Sandler or KBW, their respective representatives or any other
recipient of this information considered, or now considers, it to be necessarily predictive of actual future results, or that
it should be construed as financial guidance, and it should not be relied on as such.
Bryn
Mawr Financial Forecasts
For
purposes of certain financial analyses performed by KBW in connection with KBW’s opinion, KBW used (a) Bryn Mawr management’s
estimated net income and year-end total assets for Bryn Mawr in 2021 through 2023 and (b) estimated long-term growth rates for
Bryn Mawr’s net income and balance sheet as provided by Bryn Mawr senior management. Bryn Mawr senior management’s
estimates of Bryn Mawr net income for 2021 through 2023 were approximately $54.5 million, $59.4 million and $65 million, respectively.
Bryn Mawr senior management’s estimates of Bryn Mawr total assets as of December 31, 2021, December 31, 2022 and December
31, 2023 were approximately $5.5 billion, $5.7 billion and $5.8 billion, respectively. For purposes of extrapolating Bryn Mawr’s
financial results, Bryn Mawr senior management also provided KBW an estimated long-term annual growth rate of 5% for Bryn Mawr’s
net income and balance sheet.
For purposes
of certain financial analyses performed by Piper Sandler in connection with Piper Sandler’s opinion, Piper Sandler used
(a) estimated long-term annual EPS growth rate of 5% for the years ending December 31, 2023, December 31, 2024 and December 31,
2025 and (b) estimated dividends per share of $1.08 for Bryn Mawr for the years ending December 31, 2021 through December 31,
2025, as reviewed with the senior management of WSFS.
WSFS
Financial Forecasts
For
purposes of certain financial analyses performed by KBW in connection with KBW’s opinion, at Bryn Mawr management’s
direction, KBW used estimated long-term annual growth rates of 6.5% for WSFS’s net income and 5.0% for WSFS’s balance
sheet in connection with extrapolating WSFS’s financial results.
For purposes
of certain financial analyses of WSFS performed by Piper Sandler in connection with Piper Sandler’s opinion, Piper Sandler
used (a)(i) an estimated long-term annual EPS growth rate of 8% and (ii) annual estimated share repurchases of 1.25% for WSFS
for the years ending December 31, 2023, December 31, 2024 and December 31, 2025, as well as (b) estimated dividends per share
of $0.48 for WSFS for the years ending December 31, 2021 through December 31, 2025, as reviewed with the senior management of
WSFS.
This information
was prepared solely for internal use and is subjective in many respects. While presented with numeric specificity, the unaudited
prospective financial information reflects numerous estimates and assumptions with respect to business, economic, market, competition,
regulatory and financial conditions and matters specific to Bryn Mawr’s and WSFS’s respective business, all of which
are difficult to predict and many of which are beyond Bryn Mawr’s and WSFS’s control. The unaudited prospective financial
information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective
judgment, and therefore, is susceptible to multiple interpretations and periodic revisions based on actual experience and business
developments. No assurance can be given that the unaudited prospective financial information and the underlying estimates and
assumptions will be realized. In addition, since the unaudited prospective financial information covers multiple years, such information
by its nature becomes subject to greater uncertainty with each successive year. Actual results may differ materially from those
set forth above, and important factors that may affect actual results and cause the unaudited prospective financial information
to be inaccurate include, but are not limited to, risks and uncertainties relating to Bryn Mawr’s and WSFS’s business,
industry performance, general business and economic conditions, customer requirements, competition and adverse changes in applicable
laws, regulations or rules. For other factors that could cause actual results to differ, please see the sections entitled “Risk
Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
The unaudited
prospective financial information appearing above was not prepared with a view toward public disclosure, nor was it prepared with
a view toward compliance with GAAP, the prevailing practices in the banking industry, published guidelines of the SEC or the guidelines
established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial
information. In addition, the unaudited prospective financial information requires significant estimates and assumptions that
make it inherently less comparable to the similarly titled GAAP measures in Bryn Mawr’s or WSFS’s historical GAAP
financial statements. Neither WSFS’s nor Bryn Mawr’s independent registered public accounting firm, nor any other
independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial
information contained in this document, nor have they expressed any opinion or any other form of assurance on such information
or its achievability, and assume no responsibility for, and disclaim any association with, the unaudited prospective financial
information. The independent registered public accountant reports included in this joint proxy statement/prospectus relate to
historical financial information of each of WSFS and Bryn Mawr. They do not extend to the unaudited prospective financial information
and should not be read to do so.
Furthermore,
the unaudited prospective financial information does not take into account any circumstances or events occurring after March 9,
2021. No assurance can be given that, had the unaudited prospective financial information been prepared as of the date of this
joint proxy statement/prospectus, similar estimates and assumptions would be used. Neither Bryn Mawr nor WSFS intends to, and
expressly disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial
information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even
if any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.
The unaudited prospective financial information does not take into account the possible financial and other effects on WSFS or
Bryn Mawr of the mergers and does not attempt to predict or suggest future results of the combined company after giving effect
to the mergers. The unaudited prospective financial information does not give effect to the mergers, including the impact of negotiating
or executing the merger agreement, the expenses that may be incurred in connection with completing the mergers, the potential
synergies that may be achieved by the combined company as a result of the mergers, the effect on WSFS or Bryn Mawr of any business
or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the
effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been
executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the mergers. Further, the unaudited
prospective financial information does not take into account the effect on WSFS
or Bryn Mawr of any possible failure of the mergers
to occur. By inclusion of the unaudited prospective financial information in this document, none of Bryn Mawr, WSFS, Piper Sandler,
KBW or their respective affiliates, associates, officers, directors, advisors, agents or other representatives makes any representation
to any stockholder of Bryn Mawr or WSFS or any other person regarding Bryn Mawr’s or WSFS’s ultimate performance compared
to the information contained in the unaudited prospective financial information or that the projected results will be achieved.
The inclusion of the unaudited prospective financial information in this document should not be deemed an admission or representation
by Bryn Mawr or WSFS that it is viewed as material information, particularly in light of the inherent risks and uncertainties
associated with such forecasts. The summary of the unaudited prospective financial information included above is not being included
to influence your decision whether to vote for the merger agreement, but is being provided solely because it was made available
by Bryn Mawr and WSFS to Piper Sandler and KBW as discussed above, in connection with the mergers.
In light
of the foregoing, and considering that the special meetings of the WSFS and Bryn Mawr stockholders will be held many months after
the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information,
stockholders are cautioned not to place unwarranted reliance on such information, and WSFS and Bryn Mawr urge all stockholders
to review WSFS’s and Bryn Mawr’s financial statements and other information contained elsewhere in this document for
a description of WSFS’s and Bryn Mawr’s respective businesses and reported financial results. See the section entitled
“Where You Can Find More Information.”
Management and
Board of Directors of WSFS After the Mergers
Pursuant
to the merger agreement, at or prior to the time the mergers are completed, the number of directors constituting the full WSFS
boards will be increased by three and comprised of the current members of the WSFS boards prior to the consummation of the merger
and Francis Leto, who is the current President and Chief Executive Officer of Bryn Mawr and a member of the current Bryn Mawr
board of directors, along with two other current members of the Bryn Mawr board of directors as mutually agreed by Bryn Mawr and
WSFS. Each such Bryn Mawr director will be appointed to a class of the board of directors of the surviving corporation as mutually
agreed by Bryn Mawr and WSFS. It is anticipated that, following the time the mergers are completed, Rodger Levenson will be the
Chairman, President and Chief Executive Officer of the combined company.
Interests of Bryn
Mawr’s Directors and Executive Officers in the Mergers
In considering
the recommendations of the Bryn Mawr board of directors, Bryn Mawr shareholders should be aware that Bryn Mawr’s directors
and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the Bryn
Mawr shareholders generally. These interests are described below. The Bryn Mawr board of directors was aware of these interests
and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement
and in determining to recommend to the Bryn Mawr shareholders that they vote to approve the Bryn Mawr merger proposal.
For purposes
of this compensation-related disclosure, Bryn Mawr’s named executive officers are Francis Leto, Michael Harrington, Liam
Brickley, Jennifer Fox, and F. Kevin Tylus, and Bryn Mawr’s executive officers that are not named executive officers are
Emanuel Ball, Adam Bonanno, Lori Goldman, Patrick Killeen, Michael LaPlante, Linda Sanchez and Michael Thompson.
Certain
Assumptions
Except as
otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following
assumptions were used:
|
·
|
the
relevant price per share of Bryn Mawr common stock is $47.46, which is the average closing
price per share of Bryn Mawr common stock as quoted on Nasdaq over the first five business
days following the first public announcement of the merger agreement on March 10, 2021;
|
|
·
|
the
effective time is October 31, 2021, which is the assumed date of the closing solely for
purposes of the disclosure in this section;
|
|
·
|
each
executive officer’s change-in-control severance agreement is terminated effective
as of the closing of the merger on October 31, 2021; and
|
|
·
|
with
respect to certain payments, the employment of each executive officer of Bryn Mawr is
terminated without cause or due to resignation for good reason (as such terms are defined
in relevant Bryn Mawr agreements), in each case immediately upon the assumed effective
time of October 31, 2021.
|
Treatment
of Restricted Stock Awards
Pursuant
to the merger agreement, at the effective time, each Bryn Mawr restricted stock award will fully vest, with any performance-based
vesting condition applicable to such Bryn Mawr restricted stock award deemed to have been fully achieved (or achieved at the target
level if more than one level of achievement has been contemplated) and will be canceled and converted automatically into the right
to receive the merger consideration.
For an estimate
of the value to be received by each of Bryn Mawr’s named executive officers in respect of their unvested Bryn Mawr restricted
stock awards outstanding as of the date hereof, see the section entitled “—Merger-Related Compensation for Bryn Mawr’s
Named Executive Officers” below. Based on the assumptions described above under “—Certain Assumptions,”
the estimated aggregate value of the unvested Bryn Mawr restricted stock awards held by Bryn Mawr’s non-employee directors
that would become vested at the effective time of the merger is $905,489.
Supplemental Executive
Retirement Plan
Bryn
Mawr offers the Bryn Mawr Bank Corporation Executive Deferred Compensation Plan, effective as of January 1, 2013, or the 2013
Executive Plan, which is a non-qualified defined-contribution plan designed to align the interests of the executive officers with
the interests of Bryn Mawr and its shareholders, and pursuant to which a separate deferred compensation account is maintained
for each executive participant. Messrs. Leto, Harrington, Tylus, Bonanno, and Killeen and Mses. Fox, Goldman and Sanchez are participants
in the 2013 Executive Plan. The 2013 Executive Plan provides for the annual crediting to a participant’s deferred compensation
account of both a fixed 1.5% of salary, a discretionary amount based, in part, on the achievement of certain performance goals
determined each year, and hypothetical earnings. A participant’s deferred compensation account is subject to a 20% per year
vesting schedule commencing with the participant’s sixth year of service, with accelerated vesting upon attainment of age
65, of a separation from service on account of death, disability, resignation for good reason or termination without cause following
a change in control; and subject to forfeiture if terminated for cause. For quantification of the amount to be received by each
of Bryn Mawr’s named executive officers, see the section entitled “—Merger-Related Compensation for Bryn Mawr’s
Named Executive Officers” below.
Annual
Cash Incentive Awards
Bryn
Mawr intends to pay Annual Incentive Awards (Bryn Mawr’s short-term, cash-based incentive compensation plan) to Bryn Mawr’s
executive officers for 2021 at the “target” level established by Bryn Mawr board of directors’ compensation
committee pursuant to the Annual Incentive Methodology under such plan. For quantification of the amount to be received by each
of Bryn Mawr’s named executive officers, see the section entitled “—Merger-Related Compensation for Bryn Mawr’s
Named Executive Officers” below.
Employment
and Change-of-Control Severance Agreements with Bryn Mawr and Bryn Mawr Bank
Bryn
Mawr and Bryn Mawr Bank are parties to employment agreements that include severance provisions with Messrs. Leto and Harrington
and Mses. Fox and Goldman. Under the employment agreements, if Bryn Mawr or Bryn Mawr Bank terminates the executive’s employment
without cause (as defined in the agreement) or the executive voluntarily terminates his employment with good reason (upon circumstances
specified in the agreement), the executive would be entitled to receive a lump sum (or continuing) severance payments equal to
(1) the accrued benefits, which will include (a) the executive’s earned but unpaid base salary and bonus compensation, (b)
all accrued but unused vacation time, (c) reimbursement of expenses, (d) all vested benefits and deferred compensation, (e) all
payment due under the terms of outstanding equity awards and (f) continued indemnification; and (2) an amount equal to the sum
of one times (or two times with respect to Mr. Leto) the executive’s annual base salary at the rate in effect on the date
of termination; and as applicable to Ms. Goldman, a bonus payment equal to the average bonus compensation paid to Ms. Goldman
in the two years prior to termination. Under the agreements, Bryn Mawr and/or Bryn Mawr Bank will pay 100% of the applicable
premiums for Consolidated Omnibus Budget Reconciliation Act, or COBRA, continuation coverage for the executive and his or her
dependents for up to 12 months (or 18 months with respect to Mr. Leto) following termination of employment. In addition, Mr. Leto’s
employment agreement provides that, except as set forth in the applicable plan document or award agreement, the unvested portion
of any outstanding equity awards will immediately vest. Any amounts due to the executive under his or her employment agreement
will be reduced by the amount of any payments due to such executive under a change-of-control severance agreement (as described
below) between the executive and Bryn Mawr.
Bryn Mawr
and Bryn Mawr Bank are parties to change-of-control severance agreements with Messrs. Leto, Harrington, Brickley, Tylus, Bonanno,
and Killeen and Mses. Fox, Goldman and Sanchez. Under the change-of-control severance agreements, if, within 24 months after a
change-of-control, the executive is involuntarily terminated without cause (as defined in the agreement) or voluntarily terminates
employment with good reason (as defined in the agreement) he or she would be entitled to receive a lump sum severance payment
equal to two or three times, as the case may be, the executive’s base salary. In addition, each executive would also be
entitled to all accrued but unused vacation time and any unpaid amounts earned under the executive’s Annual Incentive Award.
Bryn Mawr and/or Bryn Mawr Bank will also provide continued medical, dental and life insurance coverage for up to 36 months following
termination of employment and career counseling services.
In connection
with the mergers, the parties agreed that the change-of-control severance agreements with Messrs. Leto, Harrington, Brickley,
Tylus, Bonanno, and Killeen and Mses. Fox, Goldman and Sanchez will be terminated by Bryn Mawr and Bryn Mawr Bank effective
as of and contingent on the closing of the merger. Upon termination of the change-of-control severance agreements, Bryn Mawr will
make payments contemplated by or in lieu of any payments that may be required pursuant to such change-of-control severance agreements.
Upon making such payments, no amounts will be due to the executives under his or her respective employment agreement or
change-of-control severance agreements, each of which will be terminated.
For quantification
of the amounts that will be payable to each of Bryn Mawr’s named executive officers under his or her respective change-of-control
severance agreement in connection with the termination of his or her respective change-of-control severance agreement, see the
section entitled “— Merger-Related Compensation for Bryn Mawr’s Named Executive Officers” below.
Under each
of the new letter agreements with WSFS and WSFS Bank as described below (other than the letter agreement with Mr. LaPlante) if
the payments provided to the executive by WSFS or Bryn Mawr would be considered “parachute payments” under Section
280G of the Code, then such payments would be limited to the greatest amount that may be paid to the executive without causing
any loss of deduction to Bryn Mawr under Section 280G, but only if, by reason of the reduction of such payments, the net after
tax benefit to the executive exceeds the net after tax benefit if no reduction were made.
Agreements
with WSFS
Certain executive officers
of Bryn Mawr have signed a letter agreement with WSFS to be effective upon the closing.
Francis
Leto. Mr. Leto entered into a letter agreement with WSFS and WSFS Bank, which will be effective upon the closing and remain
in effect for 36 months thereafter. Mr. Leto’s letter agreement provides that Mr. Leto will be designated to serve as a
member of the WSFS boards. During the period that he serves as a member of the WSFS boards, Mr. Leto will receive such fees as
are generally paid to other members of the WSFS boards. The letter agreement, however, does not limit, restrict, modify or otherwise
affect the rights of WSFS stockholders and WSFS directors, as applicable, to appoint, elect or remove directors in accordance
with the terms of the WSFS charter or the WSFS bylaws. Under the letter agreement, Mr. Leto’s employment will terminate
as of the closing.
Under
the letter agreement, WSFS and WSFS Bank will pay Mr. Leto $500,000 in a lump sum within 30 days following the closing in exchange
for his agreement to abide by certain restrictive covenants. Specifically, Mr. Leto has agreed that, for a period of 36 months
following the closing, he will not (a) compete (as defined in the letter agreement) with WSFS or its affiliates anywhere within
100 miles of Bryn Mawr, Pennsylvania; (b) solicit for competitive services or with respect to wealth management services, any
current or prospective client of Bryn Mawr during his last two years of employment with Bryn Mawr; or (c) solicit, attempt to
solicit, hire or participate in the recruitment of employees of WSFS or its affiliates. Mr. Leto has also agreed to certain restrictions
with respect to the use and disclosure of confidential information (as defined in the letter agreement) of WSFS.
Under
the letter agreement, upon termination of Mr. Leto’s change-of-control severance agreement and related change-of-control
payout, subject to applicable taxes and withholding, of a cash payment equal to $2,012,484, and to the extent unpaid prior to
closing, a cash payment equal to $358,582, which is Mr. Leto’s target Annual Incentive Award for 2021, Mr. Leto agrees that
he will have no further rights under or with respect to the change-of-control severance agreement.
The payments
to Mr. Leto under the letter agreement with WSFS and WSFS Bank are contingent on the closing and Mr. Leto’s continued employment
with Bryn Mawr through the closing. As of the closing, the letter agreement with Mr. Leto will supersede and replace his employment
agreement with Bryn Mawr and Bryn Mawr Bank.
Under
the letter agreement with Mr. Leto, if the payments provided to him would be subject to the “golden parachute” excise
tax imposed by Section 4999 of the Code, the payments under the letter agreement will be reduced to a level that will result in
no excise tax being due, unless it would be better economically for Mr. Leto to receive all of the benefits and pay the excise
tax.
Adam
Bonanno, Liam Brickley, Lori Goldman, Michael Harrington, Patrick Killeen, Linda Sanchez and F. Kevin Tylus. Each of Messrs.
Bonanno, Brickley, Harrington, Killeen and Tylus and Mses. Goldman and Sanchez entered into letter agreements with WSFS, which
will become effective upon the closing and remain in effect for 12 months thereafter. Pursuant to the letter agreements, Messrs.
Bonanno, Brickley, Harrington, Killeen and Tylus and Mses. Goldman and Sanchez will be employed by WSFS or WSFS Bank in the same
or similar positions currently held at Bryn Mawr or Bryn Mawr Bank.
During
the term of the letter agreements, Messrs. Bonanno, Brickley, Harrington, Killeen and Tylus and Mses. Goldman and Sanchez will
each receive an annual base salary at an initial rate as follows:
Name
|
|
Annual
Base
Salary
|
|
Adam Bonanno
|
|
$
|
316,200
|
|
Liam Brickley
|
|
$
|
364,140
|
|
Lori Goldman
|
|
$
|
315,000
|
|
Michael Harrington
|
|
$
|
378,420
|
|
Patrick Killeen
|
|
$
|
283,815
|
|
Linda Sanchez
|
|
$
|
305,000
|
|
F. Kevin Tylus
|
|
$
|
428,400
|
|
Additionally,
Messrs. Bonanno, Brickley, Harrington and Tylus will be eligible to participate in WSFS’s annual cash bonus program with
a target level annual bonus equal to 40% of his base salary, and Mr. Killeen and Mses. Goldman and Sanchez will be eligible to
participate in WSFS’s annual cash bonus program with a target level annual bonus equal to 35% of his or her base salary.
Under
the letter agreements, Messrs. Bonanno, Brickley, Harrington, Killeen and Tylus and Mses. Goldman and Sanchez agree that upon
the termination of their respective change-of-control severance agreements, effective as of and contingent on the closing of the
mergers, each will receive change-of-control payments and payments of their respective Annual Incentive Award, to the extent unpaid
prior to closing, in lieu of severance payments and benefits that each would have been eligible for under such change-of-control
severance agreement had his or her employment been involuntarily terminated (including a good reason resignation) upon or
within 24 months following the closing. See the section entitled “—Employment and Change-of-Control Severance Agreements
with Bryn Mawr and Bryn Mawr Bank” for a description of such severance payments and benefits. The amount of (a) the cash
payments that the executive officers may be provided in lieu of the severance payments and benefits contemplated under the change-of-control
severance agreements that Bryn Mawr and Bryn Mawr Bank have agreed to terminate effective as of and contingent upon the closing
of the merger and (b) the annual cash incentive payment at the executive’s target amount that will be payable to the executive
officers pursuant to the Annual Incentive Award with respect to 2021 are as follows:
Name
|
|
Change-of-Control
Agreement
Termination
Payment
|
|
|
Annual Incentive
Award Payments
|
|
Adam Bonanno
|
|
$
|
672,124
|
|
|
$
|
126,480
|
|
Liam Brickley
|
|
$
|
759,512
|
|
|
$
|
145,656
|
|
Lori Goldman
|
|
$
|
992,999
|
|
|
$
|
110,250
|
|
Michael Harrington
|
|
$
|
1,184,480
|
|
|
$
|
151,368
|
|
Patrick Killeen
|
|
$
|
889,168
|
|
|
$
|
99,335
|
|
Linda Sanchez
|
|
$
|
954,724
|
|
|
$
|
106,750
|
|
F. Kevin Tylus
|
|
$
|
1,322,922
|
|
|
$
|
171,360
|
|
The letter agreements
with Messrs. Bonanno, Brickley, Harrington, Killeen and Tylus and Mses. Goldman and Sanchez provide for employment for one year following
the closing of the mergers and, if any such employee is terminated without cause or resigns for good reason (as such terms are
defined in the letter agreements) prior to the first anniversary of the closing, each of Messrs. Bonanno, Brickley, Harrington, Killeen
and Tylus and Mses. Goldman and Sanchez will be entitled to receive severance benefits of (a) an amount equal to the sum of his
or her base salary through the end of the letter agreement term, and his or her target annual cash bonus for the year in which the termination
occurs, to be paid in equal installments over 12 months following the termination date, and (b) the employer-portion of COBRA continuation
benefits through the end of the letter agreement term. In order to receive these benefits, each such executive officer must execute a
release of claims.
Pursuant
to their respective letter agreements, each of Messrs. Bonanno, Brickley, Harrington, Killeen and Tylus and Mses. Goldman and
Sanchez has agreed that, for a period of 12 months following termination of employment with WSFS for any reason, he or she will
not (a) compete (as defined in the letter agreement) with WSFS or its affiliates anywhere within 100 miles of Bryn Mawr, Pennsylvania
(except that Mr. Bonanno’s letter agreement includes an exception for Lancaster County, Pennsylvania); (b) solicit for competitive
services or with respect to wealth management services, any current or prospective client of Bryn Mawr during his or her last
two years of employment with Bryn Mawr or WSFS; or (c) solicit, attempt to solicit, hire or participate in the recruitment of
any employee of WSFS or its affiliates. Each such executive officer has also agreed to certain restrictions with respect to the
use and disclosure of confidential information (as defined in the letter agreement) of WSFS.
If any
of Messrs. Bonanno, Brickley, Harrington, Killeen and Tylus and Mses. Goldman and Sanchez remain employed by WSFS following the
12-month term of the letter agreements, such executive officers will be employed on an at-will basis and the severance terms of
the letter agreements will no longer apply. The payments to such executive officers under their respective letter agreements with
WSFS are contingent on the closing and the executive officer’s continued employment with Bryn Mawr through the closing.
As of the closing, the letter agreements with Messrs. Harrington and Tylus and Ms. Goldman will supersede and replace their respective
employment agreements with Bryn Mawr and Bryn Mawr Bank.
Under
each of the letter agreements with Messrs. Bonanno, Brickley, Harrington, Killeen and Tylus and Mses. Goldman and Sanchez, if
the payments provided to such executive officer would be subject to the “golden parachute” excise tax imposed by Section
4999 of the Code, the payments under the letter agreement will be reduced to a level that will result in no excise tax being due,
unless it would be better economically for such executive officer to receive all of the benefits and pay the excise tax.
Jennifer
Dempsey Fox. Ms. Fox has entered into a letter agreement with WSFS, which will become effective upon the closing and remain
in effect for 36 months thereafter. Pursuant to the letter agreement, Ms. Fox will be employed by WSFS as Executive Vice President,
President of Wealth Management.
During
the term of the letter agreement, Ms. Fox will receive an annual base salary at an initial rate of $375,000. Additionally, beginning
in 2022, she will be eligible for a cash bonus and an equity grant. Determination of each award will be based 50% on achievement
of WSFS financial targets for the prior year and 50% on her personal performance, which will include wealth business performance,
for the prior year. Ms. Fox’s first annual cash bonus is guaranteed to be at least $187,500, with the opportunity to earn
up to 80% of her base salary. Ms. Fox’s first annual equity grant is guaranteed to have an equity grant value of at least
$187,500, with the opportunity to earn up to 80% of her base salary.
In addition,
under the letter agreement, Ms. Fox will receive a one-time equity grant in the form of restricted stock units with an equity
grant value equal to $562,500. The initial equity grant will be granted within 60 days after the closing date with vesting to
occur in full on the final date of the letter agreement term.
Under
the letter agreement, Ms. Fox agrees that upon payout of a cash payment, subject to applicable taxes and withholding, equal to
$1,170,016, and to the extent unpaid prior to closing, a cash payment equal to $150,000, which is Ms. Fox’s target Annual
Incentive Award for 2021, and the termination of the change-of-control severance agreement, she will have no further rights under
or with respect to the change-of-control severance agreement.
The letter agreement
with Ms. Fox provides for employment for 36 months following the closing of the mergers and, if Ms. Fox is terminated without cause
or resigns for good reason (as such terms are defined in the letter agreement) prior to the third anniversary of the closing,
Ms. Fox will be entitled to receive severance benefits of (a) salary continuation for 18 months, (b) the employer-portion of COBRA
continuation benefits for 18 months, (c) a pro-rated annual cash bonus for the year in which the termination occurs and (d) immediate
vesting of the initial equity grant. In order to receive these benefits, Ms. Fox must execute a release of claims.
Pursuant
to the letter agreement, Ms. Fox has agreed that, for a period of 18 months following termination of employment with WSFS for
any reason, she will not (a) compete (as defined in the letter agreement) with WSFS or its affiliates anywhere within 100 miles
of Bryn Mawr, Pennsylvania; (b) solicit for competitive services or with respect to wealth management services, any current or
prospective client of Bryn Mawr during her last two years of employment with Bryn Mawr of WSFS; or (c) solicit, attempt to solicit,
hire or participate in the recruitment of any employee of WSFS or its affiliates. Ms. Fox has also agreed to certain restrictions
with respect to the use and disclosure of confidential information (as defined in the letter agreement) of WSFS.
If
Ms. Fox remains employed by WSFS following the 36 month term of the letter agreement, she will be employed on an at-will basis
and the severance terms of the letter agreement will no longer apply. The payments to Ms. Fox under her letter agreement with
WSFS are contingent on the closing and her continued employment with Bryn Mawr through the closing. As of the closing, the letter
agreement with Ms. Fox will supersede and replace her employment agreement with Bryn Mawr and Bryn Mawr Bank.
Under
the letter agreement with Ms. Fox, if the payments provided to her would be subject to the “golden parachute” excise
tax imposed by Section 4999 of the Code, the payments under the letter agreement will be reduced to a level that will result in
no excise tax being due, unless it would be better economically for Ms. Fox to receive all of the benefits and pay the excise
tax.
Emanuel
Ball and Michael Thompson. Each of Messrs. Ball and Thompson entered into letter agreements with WSFS, which will become effective
upon the closing and remain in effect for 12 months thereafter. Pursuant to the letter agreements, Mr. Ball will be employed by
WSFS as Senior Vice President & Director of Facilities and Mr. Thompson will be employed by WSFS as Senior Vice President,
BMBC Banking Group.
During
the term of the letter agreements, Messrs. Ball and Thompson will each receive an annual base salary at an initial rate as follows:
Name
|
|
Annual
Base
Salary
|
|
Emanuel Ball
|
|
$
|
140,000
|
|
Michael Thompson
|
|
$
|
270,000
|
|
Beginning
in 2022, Messrs. Ball and Thompson will be eligible to participate in the applicable WSFS annual incentive program. Mr. Thompson
will have a target level annual bonus equal to 31% of his base salary, and Mr. Ball will have a target level annual bonus equal
to 12% of his base salary.
The letter agreements
with Messrs. Ball and Thompson provide for employment for 12 months following the closing of the mergers and, if any such employee
is terminated without cause or resigns for good reason (as such terms are defined in the letter agreements) prior to the first
anniversary of the closing, each of Messrs. Ball and Thompson will be entitled to receive severance benefits of (a) an amount
equal to the sum of his base salary through the end of the letter agreement term, and his target annual cash bonus for the year in which
the termination occurs, to be paid in equal installments over 12 months following the termination date, and (b) the employer-portion
of COBRA continuation benefits through the end of the letter agreement term. In order to receive these benefits, each such executive
officer must execute a release of claims.
Pursuant
to the letter agreements, each of Messrs. Ball and Thompson agreed that, for a period of 12 months following the closing date,
he will not (a) compete (as defined in the letter agreement) with WSFS or its affiliates anywhere within 100 miles of Bryn Mawr,
Pennsylvania; (b) solicit for competitive services or with respect to wealth management services, any current or prospective client
of Bryn Mawr during his or her last two years of employment with Bryn Mawr of WSFS; or (c) solicit, attempt to solicit, hire or
participate in the recruitment of any employee of WSFS or its affiliates. Each such executive officer has also agreed to certain
restrictions with respect to the use and disclosure of confidential information (as defined in the letter agreement) of WSFS.
If either
of Messrs. Ball or Thompson remain employed by WSFS following the 12-month term of the letter agreements, such executive officer
will be employed on an at-will basis and the severance terms of the letter agreements will no longer apply. The payments to Messrs.
Ball and Thompson under their respective letter agreements with WSFS are contingent on the closing and each such executive officer’s
continued employment with Bryn Mawr through the closing.
Michael
LaPlante. Mr. LaPlante has entered into a letter agreement with WSFS. Under the letter agreement, Mr. LaPlante will receive
a one-time retention cash payment of $100,000, or the retention payment, if he remains employed by Bryn Mawr and, following the
closing, WSFS through the 60th day after the conversion of Bryn Mawr’s operations into WSFS, or the retention date. Mr.
LaPlante’s right to receive the retention payment is conditioned on the closing and other terms and conditions of the letter
agreement. If the closing occurs and WSFS terminates Mr. LaPlante’s employment without cause (as such term is defined in
the letter agreement) after the closing but prior to the retention date, WSFS will pay the retention payment to Mr. LaPlante within
30 days after the date of his termination.
Under
the letter agreement with Mr. LaPlante, if, upon separation from service, Mr. LaPlante is a “specified employee” within
the meaning of Section 409A of the Code, any payment that is subject to Section 409A and triggered by a separate of service and
that would otherwise be paid within six months after separation of service will instead be paid in the seventh month following
his separation from service, to the extent required by the applicable provisions of Section 409A of the Code.
Indemnification
and Insurance of Directors and Officers.
The
merger agreement provides that, for six years after the effective time, WSFS will maintain Bryn Mawr’s existing directors’
and officers’ liability insurance policy or a comparable policy, capped at 250% of the annual premium payments paid on Bryn
Mawr’s current policy. WSFS and the surviving corporation will indemnify, defend and hold harmless, to the fullest extent
permitted, the present and former directors of officers of Bryn Mawr and its subsidiaries, and any present or former employee
or agent of Bryn Mawr and its subsidiaries entitled to indemnification and advancement of expenses under Bryn Mawr’s organizational
documents or any agreements providing for indemnification by Bryn Mawr or its subsidiaries in place on the date of the merger
agreement, against all costs or expenses (including reasonable attorney’s fees), judgments, fines, losses, claims, damages
or liability incurred in connection with any threatened or actual claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, arising out of pertaining to, the fact that such person is or was a director, officer, employee
or agent of Bryn Mawr or any of its subsidiaries, or at Bryn Mawr’s request of another corporation, partnership, joint venture,
trust or other enterprise and pertaining to matters, acts or omissions existing or occurring at or prior to the effective time
(including matters, acts or omissions occurring in connection with the approval of the merger agreement and the transactions contemplated
by the merger agreement), whether asserted or claimed prior to, at or after the effective time, to the fullest extent permitted
under Bryn Mawr’s organizational documents in place on the date of the merger agreement and applicable law. WSFS or the
surviving corporation will also advance expenses as incurred to the fullest extent permitted under applicable law.
Combined
Company’s Directors
Pursuant
to the merger agreement, upon the completion of the mergers, the WSFS boards will consist of the current members of the WSFS board
of directors and three current members of the Bryn Mawr board of directors (including Mr. Leto and two other current members of
the Bryn Mawr board of directors as mutually agreed by Bryn Mawr and WSFS). As of the date of this joint proxy statement/prospectus,
WSFS and Bryn Mawr have not selected the two additional members of Bryn Mawr board of directors for appointment to the WSFS boards.
EXPERTS
The consolidated
financial statements of WSFS Financial Corporation as of December 31, 2020 and 2019, and for each of the years in the three-year period
ended December 31, 2020, and management’s assessment of the effectiveness of internal control over financial reporting as of December
31, 2020 have been incorporated by reference in this joint proxy statement/prospectus in reliance upon the reports of KPMG LLP, independent
registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and
auditing. The audit report covering the December 31, 2020 financial statements refers to a change to WSFS Financial Corporation’s
method of accounting for the recognition and measurement of credit losses as of January 1, 2020 due to the adoption of ASC 326, Financial
Instruments - Credit Losses.
The consolidated
financial statements of Bryn Mawr Bank Corporation as of December 31, 2020 and 2019, and for each of the years in the three-year period
ended December 31, 2020, and management’s assessment of the effectiveness of internal control over financial reporting as of December
31, 2020 have been incorporated by reference in this joint proxy statement/prospectus in reliance upon the report of KPMG LLP, independent
registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and
auditing. The audit report covering the December 31, 2020 financial statements refers to a change to Bryn Mawr Bank Corporation’s
method of accounting for recognition and measurement of credit losses as of January 1, 2020 due to the adoption of ASC 326, Financial
Instruments - Credit Losses.
OTHER
MATTERS
As of the
date of this document, neither the WSFS nor the Bryn Mawr board of directors knows of any matters that will be presented for consideration
at their respective special meetings other than as described in this document. However, if any other matter properly comes before
either the WSFS special meeting or the Bryn Mawr special meeting or any adjournment or postponement thereof and is voted upon,
the proposed proxies will be deemed to confer authority to the individuals named as authorized therein to vote the shares represented
by the proxy as to any matters that fall within the purposes set forth in the notices of special meetings.
DEADLINES
FOR SUBMITTING WSFS STOCKHOLDER PROPOSALS
WSFS will
hold its 2021 annual meeting of stockholders on May 6, 2021. All deadlines have passed for the timely submission of stockholder
proposals for the 2021 annual meeting.
To be eligible
under Rule 14a-8 under the Exchange Act and under the WSFS bylaws for inclusion in the proxy statement for WSFS’s 2022 annual
meeting of stockholders, a proper stockholder proposal and supporting statements, if any, must have been received by WSFS at its
principal offices at WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801, to the attention of the WSFS Secretary,
no earlier than November 23, 2021 and no later than December 23, 2021. The notice must be in the manner and form required by the
WSFS bylaws and Rule 14a-8 under the Exchange Act.
In addition,
the WSFS bylaws provide that for business to be properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to WSFS’s secretary. To be timely, a stockholder’s notice must be delivered
or mailed to the principal executive offices of WSFS not less than 90 days nor more than 120 days prior to the anniversary date
of the mailing date of WSFS’s proxy statement for the immediately preceding annual meeting of stockholders. Such stockholder’s
notice must set forth as to each matter the stockholder proposes to bring before the meeting (1) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such business at the meeting and any material interest
of such stockholder and beneficial owner, if any, in such business; (2) a description of all contracts, arrangements, understandings
and relationships between such stockholder and beneficial owner, if any, on the one hand, and any other person or persons (including
their names), on the other hand, in connection with the proposal of such business by such stockholder; and (3) the text of the
proposal or business (including the text of any resolutions proposed for consideration). With respect to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the recommendation for proposal is made, the notice provisions of
the WSFS bylaws governing the procedures for submitting stockholder proposals are substantially similar to the procedures governing
stockholder recommendations for nominations for election or re-election of directors. No business will be conducted at an annual
meeting except in accordance with the aforementioned procedures. A copy of the WSFS bylaws may be obtained upon written request
to the secretary of WSFS.
DEADLINES
FOR SUBMITTING BRYN MAWR SHAREHOLDER PROPOSALS
Bryn Mawr held
its 2021 annual meeting of shareholders on April 22, 2021. All deadlines have passed for the timely submission of shareholder proposals
for the 2021 annual meeting.
Bryn Mawr
does not anticipate holding a 2022 annual meeting of shareholders if the merger is completed before the second quarter of 2022.
However, if the merger is not completed by the second quarter of 2022, or at all, Bryn Mawr may hold an annual meeting of its
shareholders in 2022.
To be eligible
under Rule 14a-8 under the Exchange Act and under the Bryn Mawr bylaws for inclusion in the proxy statement for Bryn Mawr’s
2022 annual meeting of shareholders, a proper shareholder proposal and supporting statements, if any, must have been received
by Bryn Mawr at its executive office at 801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010, to the attention of the Corporate
Secretary or, if the proposal is a nominee for director, to the attention of the Chair of the Nominating and Corporate Governance
Committee of the Board of Directors, no later than November 10, 2021. However, in the event the date of the 2022 annual meeting
is changed from the date of April 22, 2022 by more than 30 days, then shareholder proposals must be received within a reasonable
time before Bryn Mawr beings to print and send its proxy materials. The notice must be in the manner and form required by the
Bryn Mawr Nominating and Corporate Governance Committee policies and Rule 14a-8 under the Exchange Act.
If a shareholder
wishes to present a proposal at the 2022 annual meeting but does not intend to have such proposal included in the corporation’s
proxy statement, and such proposal is properly brought before the 2022 annual meeting, then in accordance with Rule 14a-4 under
the Exchange Act, the shareholder’s notice must be received by January 25, 2022 (or if the date of the meeting is changed
from the date of April 22, 2022 by more than 30 days, a reasonable time before Bryn Mawr sends its proxy materials). A copy of
the Bryn Mawr bylaws may be obtained upon written request to the Corporate Secretary of Bryn Mawr.
WHERE
YOU CAN FIND MORE INFORMATION
WSFS has
filed with the SEC a registration statement under the Securities Act that registers the distribution to Bryn Mawr shareholders
of the shares of WSFS common stock to be issued in connection with the mergers. This joint proxy statement/prospectus is a part
of that registration statement and constitutes the prospectus of WSFS in addition to being a proxy statement for WSFS stockholders
and Bryn Mawr shareholders. The registration statement, including this joint proxy statement/prospectus and the attached exhibits,
contains additional relevant information about WSFS and WSFS common stock.
WSFS and
Bryn Mawr also file reports, proxy statements and other information with the SEC under the Exchange Act.
The SEC
also maintains a website that contains reports, proxy statements and other information about issuers, such as WSFS and Bryn Mawr,
who file electronically with the SEC. The address of the site is www.sec.gov. The reports and other information filed by WSFS
with the SEC are also available at WSFS’s website at http://www.wsfsbank.com. The reports and other information filed by
Bryn Mawr with the SEC are also available at Bryn Mawr’s website at https://www.bmtc.com. These websites are inactive textual
references only and the information provided on the websites is not a part of this joint proxy statement/prospectus and therefore
is not incorporated by reference into this joint proxy statement/prospectus.
The SEC
allows WSFS and Bryn Mawr to incorporate by reference information in this joint proxy statement/prospectus. This means that WSFS
and Bryn Mawr can disclose important information to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be a part of this joint proxy statement/prospectus, except for any information
that is superseded by information that is included directly in this joint proxy statement/prospectus.
This joint
proxy statement/prospectus incorporates by reference the documents listed below that WSFS or Bryn Mawr previously filed with the
SEC. They contain important information about the companies and their financial condition.
WSFS
SEC Filings (SEC File No. 001-35638)
|
Period
or Date Filed
|
Annual
Report on Form 10-K
|
Year
ended December 31, 2020, filed with the SEC on March 1, 2021.
|
Current
Reports on Form 8-K
|
Filed
with the SEC on March 10, 2021 (only with respect to information filed under items 1.01 and 8.01) (other than those portions
of the documents deemed to be furnished and not filed).
|
Definitive
Proxy Statement on Schedule 14A
|
Filed
with the SEC on March 23, 2021.
|
Description
of WSFS common stock
|
The
description of WSFS common stock contained in WSFS’s Registration Statement on Form 8-A filed with the SEC under Section
12 of the Exchange Act on January 7, 1989, including any subsequent amendments or reports filed for the purpose of updating
such description.
|
Bryn
Mawr SEC Filings (SEC File No. 001-35746)
|
Period
or Date Filed
|
Annual
Report on Form 10-K
|
Year
ended December 31, 2020, filed with the SEC on March 1, 2021.
|
Current
Reports on Form 8-K
|
Filed
with the SEC on March 10, 2021 (only with respect to information filed under items 1.01
and 8.01)
and April 27, 2021 (other than those portions of the documents deemed to be furnished and not filed).
|
Definitive
Proxy Statement on Schedule 14A
|
Filed
with the SEC on March 12, 2021.
|
Description
of Bryn Mawr securities
|
The
description of Bryn Mawr common stock contained in Bryn Mawr’s Registration Statement on Form 8-A Registration Statement
filed with the SEC on December 18, 1986, including any subsequent amendments or reports filed for the purpose of updating
such description.
|
In addition,
WSFS and Bryn Mawr each also incorporate by reference additional documents that it files with the SEC under Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act between the date of this joint proxy statement/prospectus and the date the offering is terminated,
provided that WSFS and Bryn Mawr are not incorporating by reference any information furnished to, but not filed with, the SEC.
Except where
the context otherwise indicates, information contained in this document regarding WSFS has been provided by WSFS and information
contained in this document regarding Bryn Mawr has been provided by Bryn Mawr.
Documents
incorporated by reference into this joint proxy statement/prospectus are available from WSFS and Bryn Mawr, without charge, excluding
any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this joint proxy
statement/prospectus. You can obtain documents incorporated by reference into this joint proxy statement/prospectus or other relevant
corporate documents referenced in this joint proxy statement/prospectus related to WSFS by requesting them in writing or by telephone
at the following address and phone number:
WSFS
Financial Corporation
WSFS Bank Center
500 Delaware Avenue
Wilmington, Delaware 19801
Attention: Corporate Secretary
Telephone: (302) 792-6000
You can
obtain documents incorporated by reference into this joint proxy statement/prospectus or other relevant corporate documents referenced
in this joint proxy statement/prospectus related to Bryn Mawr by requesting them in writing or by telephone at the following address
and phone number:
Bryn Mawr
Bank Corporation
801 Lancaster
Ave
Bryn Mawr, PA
19010
Attention: Corporate
Secretary
Telephone:
(610) 525-1700
You
will not be charged for any of these documents that you request. To receive timely delivery of these documents in advance of your
special meeting, you must make your request no later than June 3, 2021 in order to receive them before the WSFS special
meeting and the Bryn Mawr special meeting. If you request any incorporated
documents from WSFS or Bryn Mawr, WSFS or Bryn Mawr will mail them to you by first class mail, or another equally prompt means,
within one business day after receiving your request.
This joint
proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation
of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such offer or solicitation in that
jurisdiction. WSFS and Bryn Mawr have not authorized anyone to provide you with information that is different from what is contained
in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated May 6, 2021. You should assume that the
information contained in this joint proxy statement/prospectus is accurate only as of such date.
Annex
A
AGREEMENT
AND PLAN OF MERGER
BY AND BETWEEN
WSFS FINANCIAL CORPORATION
AND
BRYN MAWR BANK CORPORATION
Dated as of March 9, 2021
TABLE
OF CONTENTS
Exhibit
A - Form of Bryn Mawr Voting Agreement
Exhibit
B - List of Bryn Mawr Officers Subject to Service Agreements
Exhibit
C - Subsidiary Plan of Merger
Bryn
Mawr’s Disclosure Memorandum
WSFS’s
Disclosure Memorandum
AGREEMENT
AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 9, 2021, by and between
WSFS Financial Corporation (“WSFS”), a Delaware corporation, and Bryn Mawr Bank Corporation (“Bryn
Mawr”), a Pennsylvania corporation.
Preamble
The
board of directors of Bryn Mawr has approved this Agreement and determined and declared that this Agreement and the transactions
contemplated hereby are advisable and in the best interests of Bryn Mawr and its shareholders.
The
board of directors of WSFS has approved this Agreement and determined and declared that this Agreement and the transactions contemplated
hereby are advisable and in the best interests of WSFS and its stockholders.
Upon
the terms and subject to the conditions of this Agreement and in accordance with the Pennsylvania Business Corporation Law (the
“PBCL”) and the Delaware General Corporation Law (the “DGCL”), Bryn Mawr will merge with
and into WSFS (the “Merger”), with WSFS as the surviving corporation in the Merger (sometimes referred to in
such capacity as the “Surviving Corporation”).
Simultaneously
with the Merger, Bryn Mawr Bank, a Pennsylvania chartered bank and a wholly owned subsidiary of The Bryn Mawr Trust Company (“Bryn
Mawr Bank”) or a successor thereof, will merge with and into Wilmington Savings Fund Society, FSB, a federal savings
bank and a wholly owned subsidiary of WSFS (“WSFS Bank”), with WSFS Bank as the surviving bank, sometimes referred
to in such capacity as the “Surviving Bank” (the “Bank Merger,” and together with the Merger,
the “Mergers”).
As
a condition and an inducement for WSFS to enter into this Agreement, each of the directors and each of the executive officers
of Bryn Mawr have simultaneously herewith entered into a Voting Agreement (each a “Bryn Mawr Voting Agreement”),
in the form of Exhibit A.
As
a condition and an inducement for WSFS’s willingness to enter into this Agreement, certain employees of Bryn Mawr set forth
on Exhibit B hereto have simultaneously herewith entered into service agreements with WSFS, in form and substance acceptable
to WSFS and such employees of Bryn Mawr, to be effective upon the Closing (the “Service Agreements”).
It
is the intention of the Parties that the Merger and the Bank Merger for federal income tax purposes shall each qualify as a “reorganization”
within the meaning of Section 368(a) of the Internal Revenue Code, and this Agreement is intended to be and is adopted as a “plan
of reorganization” for purposes of Sections 354 and 361 of the Internal Revenue Code for each such Merger.
The
Parties desire to make certain representations, warranties, covenants and agreements in connection with the Mergers and also to
prescribe to certain conditions to the Mergers.
Capitalized
terms used in this Agreement and not otherwise defined herein are defined in Section 10.1 of this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual warranties, representations, covenants, and agreements set forth
herein, and intending to be legally bound hereby, the Parties agree as follows:
ARTICLE
1
TRANSACTIONS AND TERMS OF MERGER
1.1. Merger.
Upon
the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Bryn Mawr shall be merged with and
into WSFS in accordance with the provisions of the PBCL and the DGCL with the effects set forth in the PBCL and the DGCL. WSFS
shall be the Surviving Corporation resulting from the Merger, and shall (i) continue its corporate existence under the laws of
the State of Delaware and (ii) succeed to and assume all the rights and obligations of Bryn Mawr in accordance with the PBCL and
the DGCL. Upon consummation of the Merger, the separate corporate existence of Bryn Mawr shall terminate.
1.2. Time
and Place of Closing.
The
closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00 A.M., Eastern Time,
on the date that the Effective Time occurs, or at such other date and time as the Parties may mutually agree in writing (the “Closing
Date”). The Closing shall be held at the offices of Covington & Burling LLP, located at 850 Tenth Street NW, Washington,
DC 20001, or at such other place as the Parties may mutually agree (including remotely by electronic exchange of executed signature
pages according to procedures agreed upon by the Parties and their respective counsel).
1.3. Effective
Time.
The
Merger shall become effective (the “Effective Time”) on the date and at the time specified in (i) the statement
of merger to be filed with the Bureau of Corporations and Charitable Organizations of the Pennsylvania Department of State and
(ii) the certificate of merger to be filed with the Secretary of State of the State of Delaware. Subject to the terms and conditions
hereof, unless otherwise mutually agreed upon in writing, the Parties shall cause the Effective Time to occur no later than the
third Business Day following satisfaction or waiver (subject to applicable Law) of the last to occur of the conditions set forth
in ARTICLE 8 (other than those conditions that by their nature are to be satisfied or waived at the Effective Time).
1.4. Charter.
The
certificate of incorporation of WSFS in effect immediately prior to the Effective Time shall be the certificate of incorporation
of the Surviving Corporation until duly amended or repealed.
1.5. Bylaws.
The
bylaws of WSFS in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until duly amended
or repealed.
1.6. Directors and Officers.
Subject
to Section 7.16, the directors of WSFS in office immediately prior to the Effective Time shall serve as the directors of the Surviving
Corporation from and after the Effective Time in accordance with the bylaws of the Surviving Corporation. The officers of WSFS
in office immediately prior to the Effective Time shall serve as the officers of the Surviving Corporation from and after the
Effective Time in accordance with the bylaws of the Surviving Corporation.
1.7. Bank
Merger.
Simultaneously
with the Merger, Bryn Mawr Bank, will merge with and into WSFS Bank, with WSFS Bank as the Surviving Bank. Following the Bank
Merger, the separate existence of Bryn Mawr Bank shall
terminate. The
Parties agree that the Bank Merger shall become effective simultaneously with the Merger. The Bank Merger shall be implemented pursuant
to a subsidiary plan of merger, in the form of Exhibit C (the “Subsidiary Plan of Merger”). In order to obtain
the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing
of applications for regulatory approval of the Bank Merger: (i) Bryn Mawr shall cause the board of directors of Bryn Mawr Bank to approve
the Subsidiary Plan of Merger, and Bryn Mawr, as the sole shareholder of Bryn Mawr Bank, shall approve the Subsidiary Plan of Merger
and Bryn Mawr shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr Bank and delivered to WSFS; (ii) Bryn Mawr shall
cause the board of directors of Bryn Mawr Bank to approve the conversion of Bryn Mawr Bank to a federal savings bank immediately prior
to the Effective Time (the “Charter Conversion”) and to file an application for the Charter Conversion with the Office
of the Comptroller of the Currency (the “OCC”); and (iii) WSFS shall cause the board of directors of WSFS Bank to
approve the Subsidiary Plan of Merger, and WSFS, as the sole stockholder of WSFS Bank, shall approve the Subsidiary Plan of Merger and
WSFS shall cause the Subsidiary Plan of Merger to be duly executed by WSFS Bank and delivered to Bryn Mawr. Prior to the Effective Time,
Bryn Mawr shall cause Bryn Mawr Bank, and WSFS shall cause WSFS Bank, to execute and file applicable articles or certificates of merger,
and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Merger.
ARTICLE
2
MANNER OF CONVERTING SHARES
2.1. Conversion
of Shares.
Subject
to the provisions of this ARTICLE 2, at the Effective Time, by virtue of the Merger and without any action on the part of WSFS,
Bryn Mawr or the stockholders of any of the foregoing, the shares of the consolidated corporations shall be converted as follows:
(a) Each
share of capital stock of WSFS issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding
from and after the Effective Time and shall not be affected by the Merger.
(b) Each share of Bryn Mawr Common Stock issued and outstanding immediately prior to the Effective Time that is held by Bryn
Mawr, any Bryn Mawr Subsidiary, WSFS or any WSFS Subsidiary (in each case other than shares held in any Employee Benefit Plans
or related trust accounts or otherwise held in any fiduciary or agency capacity or as a result of debts previously contracted)
(collectively, the “Canceled Shares”) shall automatically be canceled and retired and shall cease to exist,
and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor.
(c) Each share of Bryn Mawr Common Stock issued and outstanding immediately prior to the Effective Time (excluding the Canceled
Shares) shall be converted into the right to receive, without interest, 0.90 of a share (the “Exchange
Ratio”) of WSFS Common Stock (the “Merger Consideration”).
(d) Each
share of Bryn Mawr Common Stock, when so converted pursuant to Section 2.1(c) shall automatically be canceled and retired and
shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share (a “Book-Entry
Share”) registered in the transfer books of Bryn Mawr that immediately prior to the Effective Time represented shares
of Bryn Mawr Common Stock shall cease to have any rights with respect to such Bryn Mawr Common Stock other than the right to receive
the Merger Consideration in accordance with ARTICLE 3, including the right, if any, to receive pursuant to Section 2.4, cash in
lieu of fractional shares of WSFS Common Stock into which such shares of Bryn Mawr Common Stock have been converted together with
the amounts, if any, payable pursuant to Section 3.1(d).
2.2. Anti-Dilution
Provisions.
Without
limiting the other provisions of this Agreement and subject to Sections 6.2(d) and (e), if at any time during the period between
the date of this Agreement and the Effective Time, the issued and outstanding shares of Bryn Mawr Common Stock or securities convertible
or exchangeable into or exercisable for shares of Bryn Mawr Common Stock or the issued and outstanding shares of WSFS Common Stock
or securities convertible or exchangeable into or exercisable for shares of WSFS Common Stock, shall have been changed into a
different number of shares or a different class by reasons of any reclassification, stock split (including reverse stock split),
stock dividend or distribution, reorganization, recapitalization, redenomination, merger, issuer tender or exchange offer or other
similar transaction, or there shall be any special or extraordinary dividend or distribution, then, the Merger Consideration
(including the Exchange Ratio) shall be equitably and proportionately adjusted, if necessary and without duplication, to reflect
fully the effect of any such change and to give holders of Bryn Mawr Common Stock the same economic effect as contemplated by
this Agreement prior to such event; provided, that nothing in this Section 2.2 shall be considered to permit any Party to take
any action with respect to its securities that is prohibited by the terms of this Agreement.
2.3. Treatment
of Bryn Mawr Equity Awards.
(a) At the Effective Time, each option granted by Bryn Mawr to purchase a share of Bryn Mawr Common Stock under a Bryn Mawr
Stock Plan, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time (a “Bryn
Mawr Stock Option”) shall, automatically and without any required action on the part of the holder thereof, be canceled
and converted into the right to receive from WSFS a cash payment equal to the difference, if positive, between the Per Share Cash
Equivalent Consideration and the exercise price of the Bryn Mawr Stock Option. Any Bryn Mawr Stock Option with an exercise price
that equals or exceeds the Per Share Cash Equivalent Consideration shall be canceled with no consideration being paid to the optionholder
with respect to such Bryn Mawr Stock Option.
(b) At
the Effective Time, each award in respect of a share of Bryn Mawr Common Stock subject to vesting, repurchase or other lapse restriction
granted under a Bryn Mawr Stock Plan that is either outstanding or subject to a restricted stock unit or other Equity Right (other
than a Bryn Mawr Stock Option) immediately prior to the Effective Time (a “Bryn Mawr Restricted Stock Award”)
shall fully vest (with any performance-based vesting condition applicable to such Bryn Mawr Restricted Stock Award deemed to have
been fully achieved (or achieved at the target level if more than one level of achievement has been contemplated)) and shall be
canceled and converted automatically into the right to receive the Merger Consideration payable pursuant to Section 2.1(c) and
treating the shares of Bryn Mawr Common Stock subject to such Bryn Mawr Restricted Stock Award in the same manner as all other
shares of Bryn Mawr Common Stock for such purposes. WSFS shall pay or issue the consideration described in this Section 2.3(b)
within ten days following the Effective Time. WSFS and the Affiliates of WSFS shall be entitled to deduct and withhold, or cause
the Exchange Agent to deduct and withhold, from the Merger Consideration payable in respect of the Bryn Mawr Restricted Stock
Awards all such amounts as it is required to deduct and withhold under the Internal Revenue Code, and the rules and regulations
promulgated thereunder, or any provision of applicable Tax Law.
(c) At
or prior to the Effective Time, Bryn Mawr, the board of directors of Bryn Mawr or its compensation committee, as applicable, shall
adopt any resolutions and take any actions that are necessary to effectuate the provisions of this Section 2.3.
2.4. Fractional
Shares.
No
certificate, book-entry share or scrip representing fractional shares of WSFS Common Stock shall be issued upon the surrender
for exchange of Certificates or Book-Entry Shares, no dividend or distribution of WSFS shall be payable on or with respect to
any such fractional share interests, and such fractional share interests will not entitle the owner thereof to vote or to any
other rights of a stockholder of WSFS. Notwithstanding any
other provision of this
Agreement, each holder of shares of Bryn Mawr Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to
receive a fraction of a share of WSFS Common Stock (after taking into account all Certificates or Book-Entry Shares delivered by such
holder) shall receive, in lieu thereof, a cash payment, rounded up to the nearest cent (without interest), which payment shall be determined
by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of WSFS Common Stock that
such holder of shares of Bryn Mawr Common Stock would otherwise have been entitled to receive pursuant to Section 2.1(c) by (ii) the
Average Closing Price.
ARTICLE
3
EXCHANGE OF SHARES
3.1. Exchange
Procedures.
(a) Deposit of Merger Consideration. At or prior to the Effective Time, WSFS shall deposit, or shall cause to be deposited,
with an exchange agent reasonably acceptable to Bryn Mawr (the “Exchange Agent”), for the benefit of the holders
of record of shares of Bryn Mawr Common Stock (excluding the Canceled Shares) issued and outstanding immediately prior to the
Effective Time (the “Holders”), for exchange in accordance with this ARTICLE 3, (i) certificates or, at WSFS’s
option, evidence of WSFS Common Stock in book-entry form issuable pursuant to Section 2.1(c) (collectively referred to as “WSFS
Certificates”) for shares of WSFS Common Stock equal to the aggregate Merger Consideration and (ii) immediately available
funds for any cash payable in lieu of fractional shares pursuant to Section 2.4, to the extent then determinable (collectively,
the “Exchange Fund”). The Exchange Agent shall invest any cash included in the Exchange Fund as directed by
WSFS, provided, that no such investment or losses thereon shall affect the amount of Merger Consideration and other amounts payable
to the Holders. Any interest and other income resulting from such investments shall be paid to WSFS. WSFS shall instruct the Exchange
Agent to timely pay the Merger Consideration and cash in lieu of fractional shares, in accordance with this Agreement.
(b) Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not
later than seven days following the Effective Time, WSFS shall cause the Exchange Agent to mail to each Holder of a Certificate
or Book-Entry Share notice advising such Holders of the effectiveness of the Merger, including appropriate transmittal materials
specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only
upon (i) with respect to shares evidenced by Certificates, proper delivery of the Certificates and the transmittal materials,
duly, completely and validly executed in accordance with the instructions thereto, to the Exchange Agent (and such other documents
as the Exchange Agent may reasonably request) and (ii) with respect to Book-Entry Shares, proper delivery of an “agent’s
message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence (if any) of the transfer as the
Exchange Agent may reasonably request). Upon proper surrender of a Certificate or Book-Entry Shares for exchange and cancellation
to the Exchange Agent, together with the appropriate transmittal materials, duly completed and validly executed in accordance
with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Holder of such Certificate
or Book-Entry Share shall be entitled to receive in exchange therefor (x) the Merger Consideration in non-certificated book-entry
form and (y) a check representing the amount of any cash in lieu of fractional shares (which such Holder has the right to receive
pursuant to Section 2.4) and any dividends or distributions which the Holder thereof has the right to receive pursuant to Section
3.1(d), in each case which such Holder has the right to receive in respect of the Certificate or Book-Entry Share surrendered
pursuant to the provisions of this ARTICLE 3, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled.
No interest will be paid or accrued for the benefit of Holders on the Merger Consideration or any cash in lieu of fractional shares
payable upon the surrender of the Certificates or Book-Entry Shares.
(c) Share Transfer Books. At the Effective Time, the share transfer books of Bryn Mawr shall be closed, and thereafter
there shall be no further registration of transfers of shares of Bryn Mawr Common Stock. From and after the Effective Time, Holders
who held shares of Bryn Mawr Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such
shares, except as otherwise provided for herein. Until surrendered for exchange in accordance with the provisions of this Section
3.1, each Certificate or Book-Entry Share theretofore representing shares of Bryn Mawr Common Stock (other than the Canceled Shares)
shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in ARTICLE
2 in exchange therefor, subject, however, to WSFS’s obligation to pay any dividends or make any other distributions with
a record date prior to the Effective Time which have been declared or made by Bryn Mawr in respect of such shares of Bryn Mawr
Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. On or after the Effective
Time, any Certificates or Book-Entry Shares presented to the Exchange Agent or the Surviving Corporation for any reason shall
be canceled and exchanged for the Merger Consideration, any cash in lieu of fractional shares (if any) pursuant to Section 2.4
and any dividends or distributions (if any) pursuant to Section 3.1(d) with respect to the shares of Bryn Mawr Common Stock formerly
represented thereby.
(d) Dividends
with Respect to WSFS Common Stock. No dividends or other distributions declared (if any) with respect to WSFS Common Stock
with a record date after the Effective Time shall be paid to the Holder of any unsurrendered Certificate or Book-Entry Shares
with respect to the whole shares of WSFS Common Stock issuable with respect to such Certificate or Book-Entry Shares in accordance
with this Agreement until the surrender of such Certificate or Book-Entry Shares (or affidavit of loss in lieu thereof) in accordance
with this Agreement. Subject to applicable Laws, following surrender of any such Certificate or Book Entry Shares (or affidavit
of loss in lieu thereof) there shall be paid to the record holder of the whole shares of WSFS Common Stock, if any, issued in
exchange therefor, without interest, (i) all dividends and other distributions payable in respect of any such whole shares of
WSFS Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and
not previously paid and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date
after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect
to such shares of WSFS Common Stock.
(e) Termination of Exchange Fund. Any portion of the Exchange Fund (including any interest and other income received
with respect thereto) which remains undistributed to the former Holders on the first anniversary of the Effective Time shall be
delivered to the Surviving Corporation, and any former Holders who have not theretofore received any Merger Consideration (including
any cash in lieu of fractional shares and any applicable dividends or other distributions with respect to WSFS Common Stock) to
which they are entitled under this ARTICLE 3 shall thereafter look only to WSFS and the Surviving Corporation for payment of their
claims with respect thereto.
(f) No Liability. None of WSFS, Bryn Mawr, the Surviving Corporation or the Exchange Agent, or any employee, officer,
director, agent or Affiliate of any of them, shall be liable to any Holder in respect of any cash that would have otherwise been
payable in respect of any Certificate or Book-Entry Shares from the Exchange Fund delivered in good faith to a public official
pursuant to any applicable abandoned property, escheat or similar Law.
(g) Withholding Rights. Each and any of WSFS, the Surviving Corporation or the Exchange Agent, as applicable, shall
be entitled to deduct and withhold from cash in lieu of fractional shares of WSFS Common Stock, cash dividends or distributions
payable pursuant to Section 3.1(d) or any other cash amounts otherwise payable pursuant to this Agreement to any Person, such
amounts or property (or portions thereof) as WSFS, the Surviving Corporation or the Exchange Agent is required to deduct and withhold
with respect to the making of such payment or distribution under the Internal Revenue Code, and the rules and regulations promulgated
thereunder, or any provision of applicable Tax Law. To the extent that amounts are so deducted or withheld and
paid
over to the appropriate Regulatory Authority by WSFS, the Surviving Corporation, or the Exchange Agent, as applicable, such withheld
amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and
withholding was made by WSFS, the Surviving Corporation, or the Exchange Agent, as applicable.
(h) Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit
of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the
posting by such Person of a bond in such reasonable and customary amount as the Exchange Agent may direct, as indemnity against
any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost,
stolen or destroyed Certificate the Merger Consideration, any cash in lieu of fractional shares and dividend or distributions
to which the holder thereof is entitled pursuant to this Agreement.
(i)
Change in Name on Certificate. If any WSFS Certificate representing shares of WSFS Common Stock is to be issued
in a name other than that in which the Certificates or Book-Entry Shares surrendered in exchange therefor is or are registered,
it shall be a condition of the issuance thereof that the Certificates or Book-Entry Shares so surrendered shall be properly endorsed
(or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the Person requesting
such exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the issuance
of a WSFS Certificate representing shares of WSFS Common Stock in any name other than that of the registered holder of the Certificates
or Book-Entry Shares surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent
that such Tax has been paid or is not payable.
ARTICLE
4
REPRESENTATIONS AND WARRANTIES OF Bryn Mawr
Except
as Previously Disclosed, Bryn Mawr hereby represents and warrants to WSFS as follows:
4.1. Organization,
Standing, and Power.
(a) Status
of Bryn Mawr. Bryn Mawr is a corporation duly organized, validly existing, and in good standing under the Laws of the Commonwealth
of Pennsylvania and has the corporate power and authority necessary to carry on its business as now conducted and to own, lease
and operate its Assets. Bryn Mawr is duly qualified or licensed to transact business as a foreign corporation in good standing
in the states of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its
business requires it to be so qualified or licensed, except where failure to be so qualified or licensed has not had or would
not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Bryn Mawr. As of the
date hereof, Bryn Mawr is a bank holding company duly registered with the Federal Reserve under the BHC Act and, upon and following
completion of the Charter Conversion, will become a savings and loan holding company duly registered with the Federal Reserve
under the Home Owners’ Loan Act of 1933, as amended (“HOLA”). True, complete and correct copies of
the articles of incorporation of Bryn Mawr and the bylaws of Bryn Mawr, each as in effect as of the date of this Agreement, have
been delivered or made available to WSFS.
(b) Status of Bryn Mawr Bank. Bryn Mawr Bank is a direct, wholly owned Subsidiary of Bryn Mawr, is duly organized, validly
existing and in good standing under the Laws of the jurisdiction in which it is organized, is authorized under applicable Law
to engage in its business and otherwise has the corporate power and authority to own or lease all of its Assets and to conduct
its business in the manner in which its business is now being conducted. As of the date hereof, Bryn Mawr Bank is authorized by
the Pennsylvania Department of Banking and Securities (“PDBS”) and the FDIC to engage in the business of banking
as a Pennsylvania-chartered bank and, upon and following completion of the Charter Conversion, will be authorized by the OCC to
engage in the business of banking as a federal savings bank. Bryn Mawr Bank is in good standing in each jurisdiction
in which
its ownership of Assets or conduct of business requires such qualification, except where failure to be so qualified has not had
or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Bryn Mawr.
True, complete and correct copies of the articles of incorporation and bylaws of Bryn Mawr Bank, each as in effect as of the date
of this Agreement, have been delivered or made available to WSFS.
4.2. Authority of Bryn Mawr; No Breach By Agreement.
(a) Authority. Bryn Mawr has the corporate power and authority necessary to execute, deliver, and, other than with respect
to the Merger, perform this Agreement, and with respect to the Merger, upon the approval of this Agreement and the Merger by the
affirmative vote of at least a majority of the outstanding shares of Bryn Mawr entitled to vote on this Agreement and the Merger
as contemplated by Section 7.1 (the “Bryn Mawr Shareholder Approval”), to perform its obligations under this
Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and
the consummation of the transactions contemplated herein, including the Mergers, have been duly and validly authorized and approved
by all necessary corporate action in respect thereof on the part of Bryn Mawr and Bryn Mawr Bank (including, approval by, and
a determination by the boards of directors of Bryn Mawr and Bryn Mawr Bank that this Agreement and the Subsidiary Plan of Merger
are advisable and in the best interests of Bryn Mawr’s shareholders and Bryn Mawr Bank’s shareholder and directing
the submission of this Agreement to a vote at a meeting of shareholders), subject to receipt of the Bryn Mawr Shareholder Approval.
Subject to the Bryn Mawr Shareholder Approval, and assuming the due authorization, execution and delivery by WSFS, this Agreement
represents a legal, valid, and binding obligation of Bryn Mawr, enforceable against Bryn Mawr in accordance with its terms (except
in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and
except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding may be brought (the “Bankruptcy and Equity Exceptions”)).
(b) No Conflicts. Subject to the receipt of the Bryn Mawr Shareholder Approval, neither the execution and delivery of
this Agreement by Bryn Mawr, nor the consummation by Bryn Mawr of the transactions contemplated hereby, nor compliance by Bryn
Mawr with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Bryn Mawr’s
articles of incorporation, bylaws or other governing instruments, or the articles of incorporation or association, bylaws or other
governing instruments of any Bryn Mawr Entity or any resolution adopted by the board of directors or the shareholders of any Bryn
Mawr Entity, or (ii) subject to receipt of the Requisite Regulatory Approvals, (x) violate any Law applicable to any Bryn
Mawr Entity or any of their respective Assets or (y) violate, conflict with, constitute or result in a Default under or the loss
of any benefit under, result in the termination of or a right of termination or cancellation under, accelerate the performance
required by, or result in the creation of any Lien upon any of the respective Assets of any Bryn Mawr Entity under any of the
terms, conditions or provisions of any Contract or Permit of any Bryn Mawr Entity or under which any of their respective Assets
may be bound, except (in the case of clause (y) above) where such violations, conflicts, or Defaults have not had or would not
reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Bryn Mawr.
(c) Consents. Other than in connection or compliance with the provisions of the Securities Laws (including the filing
and declaration of effectiveness of the Registration Statement), applicable state corporate and securities Laws, the rules of
Nasdaq, the PBCL, the DGCL, and the Requisite Regulatory Approvals, no notice to, filing with, or Consent of, any Regulatory Authority
or any third party is necessary for the consummation by Bryn Mawr or Bryn Mawr Bank, as applicable, of the Mergers and other transactions
contemplated in this Agreement. As of the date hereof, Bryn Mawr does not have any Knowledge of any reason why the Requisite Regulatory
Approvals will not be received in order to permit consummation of the Mergers on a timely basis.
4.3. Capitalization
of Bryn Mawr.
(a) Ownership.
The authorized capital stock of Bryn Mawr consists of (i) 100,000,000 shares of Bryn Mawr Common Stock, $1.00 par value per share
and (ii) no shares of preferred stock. As of the close of business on March 4, 2021, (i) 19,930,498 shares of Bryn Mawr Common
Stock (excluding treasury shares) were issued and outstanding, (ii) 4,784,270 shares of Bryn Mawr Common Stock were held by Bryn
Mawr in its treasury, (iii) 459,793 shares of Bryn Mawr Common Stock were granted in respect of outstanding Bryn Mawr Restricted
Stock Awards, (iv) 225 shares of Bryn Mawr Common Stock were reserved for issuance upon the exercise of outstanding
Bryn Mawr Stock Options, (v) no shares of Bryn Mawr preferred stock were issued and outstanding or held by Bryn Mawr in its treasury,
and (vi) 50,576 shares of Bryn Mawr Common Stock were held in a rabbi trust under a deferred compensation arrangement. As of the
Effective Time, no more than (A) 24,765,569 shares of Bryn Mawr Common Stock will be issued and outstanding (excluding treasury
shares), (B) 4,784,270 shares of Bryn Mawr Common Stock will be held by Bryn Mawr in its treasury, and (C) no shares of Bryn Mawr
preferred stock will be issued and outstanding or held by its treasury.
(b) Other Rights or Obligations. All of the issued and outstanding shares of capital stock of Bryn Mawr have been duly
authorized and are validly issued, and are fully paid and nonassessable and free of preemptive rights, with no personal liability
attaching to the ownership thereof. None of the outstanding shares of capital stock of Bryn Mawr has been issued in violation
of or subject to any preemptive rights or other rights to subscribe for or purchase securities of the current or past shareholders
of Bryn Mawr.
(c) Outstanding
Equity Rights. Other than the Bryn Mawr Stock Options and the Bryn Mawr Restricted Stock Awards, in each case, outstanding
as of the date of this Agreement and set forth in Sections 4.3(a)(iii) and 4.3(a)(iv), there are no (i) existing Equity Rights
with respect to the securities of Bryn Mawr, (ii) Contracts under which Bryn Mawr is or may become obligated to sell, issue or
otherwise dispose of or redeem, purchase or otherwise acquire any securities of Bryn Mawr, (iii) Contracts under which Bryn Mawr
is or may become obligated to register shares of Bryn Mawr’s capital stock or other securities under the Securities Act,
(iv) shareholder agreements, voting trusts or other agreements, arrangements or understandings to which Bryn Mawr is a party or
of which Bryn Mawr has Knowledge, that may reasonably be expected to affect the exercise of voting or any other rights with respect
to the capital stock of Bryn Mawr, or (v) outstanding bonds, debentures, notes or other indebtedness having the right to vote
(or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which the shareholders
of Bryn Mawr may vote. No Bryn Mawr Subsidiary owns any capital stock of Bryn Mawr.
4.4. Bryn Mawr Subsidiaries.
(a) Bryn
Mawr has no direct or indirect Subsidiaries nor owns any equity interests in any other Person, other than Bryn Mawr Bank and the
entities set forth in Section 4.4(a)(i) of Bryn Mawr’s Disclosure Memorandum and indirect ownership through Bryn Mawr Bank
of the entities set forth in Section 4.4(a)(ii) of Bryn Mawr’s Disclosure Memorandum. The authorized capital stock of Bryn
Mawr Bank consists of 600,000 shares of common stock, par value $5.00 per share (the “Bryn Mawr Bank Common Stock”),
and 411,840 shares of Bryn Mawr Bank Common Stock are outstanding as of the date of this Agreement. All of the outstanding shares
of Bryn Mawr Bank Common Stock are directly and beneficially owned and held by Bryn Mawr. Bryn Mawr or Bryn Mawr Bank owns all
of the issued and outstanding shares of capital stock (or other equity interests) of the Bryn Mawr Subsidiaries.
(b) Other Rights or Obligations. All of the issued and outstanding shares of capital stock or equity interests of Bryn
Mawr Bank and, each other Bryn Mawr Subsidiary have been duly authorized and are validly issued, are fully paid and nonassessable
and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned by the Bryn Mawr Entity
free and clear of any Lien. None of the outstanding shares of capital stock or equity interests of Bryn Mawr Bank and each other
Bryn Mawr Subsidiary has been
issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase
securities of the current or past shareholders or equity interest holder of Bryn Mawr Bank and each other Bryn Mawr Subsidiary.
The deposits in Bryn Mawr Bank are insured by the FDIC through the Deposit Insurance Fund to the maximum amount permitted by applicable
Law and all premiums and assessments required to be paid in connection therewith have been paid when due. No proceedings for the
revocation or termination of such deposit insurance are pending or, to the Knowledge of Bryn Mawr, threatened. The articles of
incorporation or association, certificate of organization, bylaws, or other governing documents of each Bryn Mawr Subsidiary comply
with applicable Law.
(c) Outstanding Equity Rights. There are no (i) existing Equity Rights with respect to the capital stock or equity interests
of Bryn Mawr Bank and each other Bryn Mawr Subsidiary, (ii) Contracts under which Bryn Mawr Bank and any other Bryn Mawr Subsidiary]
is or may become obligated to sell, issue, transfer, or otherwise dispose of or redeem, purchase or otherwise acquire any of its
capital stock or equity interests (other than to another Bryn Mawr Entity), (iii) Contracts under which Bryn Mawr Bank or any
other Bryn Mawr Subsidiary is or may become obligated to register shares of capital stock, equity interests or other securities
under the Securities Act, (iv) shareholder agreements, voting trusts or other Contracts to which Bryn Mawr Bank or any other
Bryn Mawr Subsidiary is a party or of which such entity has Knowledge, that may reasonably be expected to affect the exercise
of voting or any other rights with respect to the capital stock of such entity, or (v) outstanding bonds, debentures, notes or
other indebtedness having the right to vote (or which are convertible into, or exchangeable for, securities having the right to
vote) on any matters on which the shareholders or equity interest holders of Bryn Mawr Bank and each other Bryn Mawr Subsidiary
may vote.
4.5. Regulatory Reports.
(a) Bryn Mawr’s Reports. Since December 31, 2017, Bryn Mawr has filed on a timely basis, all reports, returns,
forms, filings, information, data, registrations, submissions, statements, certifications and documents required to be filed or
furnished by it with any Regulatory Authority, including under any and all federal and state banking Laws, and such reports were
complete and accurate in all material respects and in compliance in all material respects with the requirements of any applicable
Law. Bryn Mawr is in compliance in all material respects with the applicable listing and corporate governance rules and regulations
of Nasdaq.
(b) Bryn Mawr SEC Reports. An accurate and complete copy of each final registration statement, prospectus, report, schedule
and definitive proxy statement filed with or furnished to the SEC by any Bryn Mawr Entity pursuant to the Securities Act or the
Exchange Act, as the case may be, since December 31, 2017 (the “Bryn Mawr SEC Reports”)
is publicly available. No such Bryn Mawr SEC Report, at the time filed, furnished or communicated (and, in the case of registration
statements, prospectuses and proxy statements, on the dates of effectiveness, dates of first sale of securities and the dates
of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they
were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement)
shall be deemed to modify information as of an earlier date. As of their respective dates, all Bryn Mawr SEC Reports filed or
furnished under the Securities Act and the Exchange Act complied as to form in all material respects with the published rules
and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Bryn Mawr has failed
in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 (the
“Sarbanes-Oxley Act”). As of the date of this Agreement, there are no outstanding
comments from or material unresolved issues raised by the SEC with respect to any of the Bryn Mawr SEC Reports.
(c) Bryn Mawr Bank’s Reports. Since December 31, 2017, Bryn Mawr Bank has duly filed with the Federal Reserve
and PDBS and any other applicable Regulatory Authorities, as the case may be, all reports, returns, forms, filings, information,
data, registrations, submissions, statements, certifications and documents,
required to be filed or furnished by it under any
applicable Law, including any and all federal and state banking Laws, and such reports were complete and accurate in all material
respects and in compliance in all material respects with the requirements of any applicable Law. Subject to Section 10.15, there
(i) is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any report or statement relating
to any examinations, inspections or investigations of any Bryn Mawr Entity and (ii) has been no formal or informal inquiries
by, or disagreements or disputes with, any Regulatory Authority with respect to the business, operations, policies or procedures
of any Bryn Mawr Entity since December 31, 2017.
4.6. Financial Matters.
(a) Financial Statements. The Bryn Mawr Financial Statements included or incorporated by reference in the Bryn Mawr
SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with
the Books and Records of the Bryn Mawr Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles
and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently
applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements
for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the Bryn
Mawr Entities as of the respective dates set forth therein and the consolidated results of operations, shareholders’ equity
and cash flows of the Bryn Mawr Entities for the respective periods set forth therein, subject in the case of the interim financial
statements to year-end adjustments. The consolidated Bryn Mawr Financial Statements to be prepared after the date of this Agreement
and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance
with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and
regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except
with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects
the consolidated financial condition of Bryn Mawr as of the respective dates set forth therein and the results of operations,
shareholders’ equity and cash flows of Bryn Mawr for the respective periods set forth therein, subject in the case of unaudited
financial statements to year-end adjustments.
(b) Call Reports. The financial statements contained in the Call Reports of Bryn Mawr Bank for the periods ended December
31, 2020, September 30, 2020, June 30, 2020, and March 31, 2020, (i) are true, accurate and complete in all material respects,
(ii) have been prepared in accordance with GAAP and regulatory accounting principles consistently applied, except as may be otherwise
indicated in the notes thereto and except for the omission of footnotes and (iii) fairly present in all material respects the
financial condition of Bryn Mawr Bank as of the respective dates set forth therein and the results of operations and shareholders’
equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the
Call Reports of Bryn Mawr Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate
and complete in all material respects, (B) will be prepared in accordance with GAAP and regulatory accounting principles consistently
applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, and (C) will
fairly present in all material respects the financial condition of Bryn Mawr Bank as of the respective dates set forth therein
and the results of operations and shareholders’ equity of Bryn Mawr Bank for the respective periods set forth therein, subject
to year-end adjustments.
(c) Systems and Processes. Each of Bryn Mawr and Bryn Mawr Bank have in place sufficient systems and processes that
are customary for a financial institution of the size of Bryn Mawr and Bryn Mawr Bank and that are designed to (i) provide reasonable
assurances regarding the reliability of Bryn Mawr Financial Statements and Bryn Mawr Bank’s financial statements and (ii)
in a timely manner accumulate and communicate to Bryn Mawr and Bryn Mawr Bank’s principal executive officer and principal
financial officer the type of information that would be required to be disclosed in Bryn Mawr Financial Statements and Bryn Mawr
Bank’s financial statements or any report or filing to be filed or provided to any Regulatory Authority. Since December
31, 2017, neither Bryn Mawr nor Bryn Mawr Bank nor, to Bryn Mawr’s Knowledge, any employee, auditor, accountant
or representative
of any Bryn Mawr Entity has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim,
whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of Bryn Mawr Financial
Statements or the accounting or auditing practices, procedures, methodologies or methods (including with respect to credit loss
reserves, write-downs, charge-offs and accruals) of any Bryn Mawr Entity or their respective internal accounting controls, including
any complaint, allegation, assertion or claim that any Bryn Mawr Entity has engaged in questionable accounting or auditing practices.
No attorney representing any Bryn Mawr Entity, whether or not employed by any Bryn Mawr Entity, has reported evidence of a material
violation of Securities Laws, breach of fiduciary duty or similar violation by Bryn Mawr or any of its officers, directors or
employees to the board of directors of Bryn Mawr or any committee thereof or to any director or officer of Bryn Mawr. To Bryn
Mawr’s Knowledge, there has been no instance of fraud by any Bryn Mawr Entity, whether or not material, that occurred during
any period covered by Bryn Mawr.
(d) Records. The records, systems, controls, data and information of the Bryn Mawr Entities are recorded, stored, maintained
and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are
under the exclusive ownership and direct control of the Bryn Mawr Entities or accountants (including all means of access thereto
and therefrom), except where such non-exclusive ownership and non-direct control has not had or would not reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect on Bryn Mawr. Bryn Mawr (i) has implemented and maintains
disclosure controls and procedures (as defined in Rule 13a-15 or 15d-15, as applicable, of the Exchange Act) to ensure the reliability
of the Bryn Mawr Financial Statements and to ensure that information relating to the Bryn Mawr Entities is made known to the chief
executive officer, chief financial officer or other members of executive management of Bryn Mawr by others within those entities
as appropriate (A) to allow timely decisions to be made regarding required disclosures and to make the certifications required
by the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act, (B) which allow for maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the Assets of Bryn Mawr, (C) that provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and
that receipts and expenditures of Bryn Mawr are being made only in accordance with authorizations of management and directors
of Bryn Mawr and (D) that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of Bryn Mawr’s Assets that could have a material effect on its financial statements and (ii) has disclosed,
based on its most recent evaluation prior to the date hereof, to Bryn Mawr’s outside auditors and the audit committee of
the board of directors of Bryn Mawr (x) any significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that would be reasonably likely
to adversely affect Bryn Mawr’s ability to record, process, summarize and report financial information, and (y) any fraud,
whether or not material, that involves management or other employees who have a significant role in Bryn Mawr’s internal
controls over financial reporting. To the Knowledge of Bryn Mawr, there is no reason to believe that Bryn Mawr’s outside
auditors, its chief executive officer and chief financial officer will not be able to give the certifications and attestations
required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification,
when next due, if required.
(e) Auditor
Independence. Since December 31, 2017, the independent registered public accounting firm engaged to express its opinion with
respect to the Bryn Mawr Financial Statements included in the Bryn Mawr SEC Reports is, and has been throughout the periods covered
thereby, “independent” within the meaning of Rule 2-01 of Regulation S-X. As of the date hereof, the external auditor
for Bryn Mawr and Bryn Mawr Bank has not resigned or been dismissed as a result of or in connection with any disagreements with
Bryn Mawr or Bryn Mawr Bank on a matter of accounting principles or practices, financial statement disclosure or auditing scope
or procedure.
4.7. Books
and Records.
Since
December 31, 2017, the Books and Records of Bryn Mawr and Bryn Mawr Bank have been and are being maintained in the Ordinary Course
in accordance and compliance in all material respects with all applicable accounting requirements and Laws and are complete and
accurate in all material respects to reflect corporate action by Bryn Mawr and Bryn Mawr Bank.
4.8. Absence of Undisclosed Liabilities.
No
Bryn Mawr Entity has incurred any Liability, except for Liabilities (a) incurred in the Ordinary Course that are not material
in amount, (b) incurred in connection with this Agreement and the transactions contemplated hereby, or (c) that are accrued or
reserved against in the consolidated balance sheet of Bryn Mawr as of December 31, 2020 included in the Bryn Mawr Financial Statements
at and for the period ending December 31, 2020.
4.9. Absence
of Certain Changes or Events.
(a) Since
December 31, 2020, there has not been a Material Adverse Effect on Bryn Mawr.
(b) Since
December 31, 2020, except with respect to the transactions contemplated hereby, (i) the Bryn Mawr Entities have carried on
their respective businesses in all material respects only in the Ordinary Course, (ii) there has not been any material damage,
destruction or other casualty loss with respect to any material Asset owned, leased or otherwise used by any Bryn Mawr Entity
whether or not covered by insurance, (iii) Bryn Mawr has not made, declared, paid or set aside for payment any dividend or set
any record date for or declared or made any other distribution in respect of Bryn Mawr’s capital stock or other equity interests
(except for regular quarterly cash dividends by Bryn Mawr at a rate not in excess of $0.27 per share of Bryn Mawr Common Stock),
(iv) there has not been any change in any Bryn Mawr Entity’s Tax or accounting principles, practices or methods or systems
of internal accounting controls, except as may be required to conform to changes in Tax Laws or regulatory accounting requirements
or GAAP, and (v) there has not been any increase in the compensation payable or that could become payable by any Bryn Mawr Entity
to officers or Key Employees or any amendment of any of the Bryn Mawr Benefit Plans other than increases or amendments in the
Ordinary Course.
4.10. Tax Matters.
(a) All
Bryn Mawr Entities have timely filed with the appropriate Taxing authorities all material Tax Returns in all jurisdictions in
which such Tax Returns are required to be filed, and Tax Returns of the Bryn Mawr Entities are correct and complete in all material
respects. None of the Bryn Mawr Entities is the beneficiary of any extension of time within which to file any Tax Return (other
than any extensions to file Tax Returns automatically granted). All material Taxes of the Bryn Mawr Entities (whether or not shown
on any Tax Return) that are due have been fully and timely paid. There are no Liens for any material amount of Taxes (other than
a Lien for Taxes not yet due and payable) on any of the Assets of any of the Bryn Mawr Entities. No claim has been made in the
last six years in writing by an authority in a jurisdiction where any Bryn Mawr Entity does not file a Tax Return that such Bryn
Mawr Entity may be subject to Taxes by that jurisdiction.
(b) None of the Bryn Mawr Entities has received any written notice of assessment or proposed assessment in connection with any material
amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits or examinations regarding any Taxes
of any Bryn Mawr Entity or the Assets of any Bryn Mawr Entity which have not been paid, settled or withdrawn or for which adequate
reserves have not been established. None of the Bryn Mawr Entities has waived any statute of limitations in respect of any Taxes.
(c) Each
Bryn Mawr Entity has complied in all material respects with all applicable Laws relating to the withholding of Taxes and the payment
thereof to appropriate authorities, including Taxes required to have been withheld and paid in connection with amounts paid or
owing to any employee or independent contractor, and Taxes required to be withheld and paid pursuant to Sections 1441 and 1442
of the Internal Revenue Code or similar provisions under foreign Law.
(d) The unpaid Taxes of each Bryn Mawr Entity (i) did not, as of the most recent fiscal month end, materially exceed the reserve
for Tax Liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income)
set forth on the face of the most recent balance sheet (rather than in any notes thereto) for such Bryn Mawr Entity and (ii) do
not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with past custom and practice
of the Bryn Mawr Entities in filing their Tax Returns.
(e) None
of the Bryn Mawr Entities is a party to any Tax indemnity, allocation or sharing agreement (other than any agreement solely between
the Bryn Mawr Entities and other than any Tax indemnifications contained in credit or other commercial agreements the primary
purpose of which agreements does not relate to Taxes) and none of the Bryn Mawr Entities has been a member of an affiliated group
filing a consolidated federal income Tax Return (other than a group the common parent of which was Bryn Mawr) or has any Tax Liability
of any Person under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law (other than the
other members of the consolidated group of which Bryn Mawr is parent), or as a transferee or successor.
(f) During the five-year period ending on the date hereof, none of the Bryn Mawr Entities was a distributing corporation or a controlled
corporation in a transaction intended to be governed by Section 355 of the Internal Revenue Code. During the five-year period
ending on the date hereof, none of the Bryn Mawr Entities was a United States real property holding corporation within the meaning
of Section 897(c)(2) of the Internal Revenue Code.
(g) Each
Bryn Mawr Benefit Plan or other arrangement of a Bryn Mawr Entity that is a “nonqualified deferred compensation plan”
within the meaning of Section 409A of the Internal Revenue Code has a plan document that satisfies the requirements of Section
409A of the Internal Revenue Code and has been operated in compliance with the requirements of Section 409A of the Internal Revenue
Code and in all material respects in compliance with the terms of such plan document, in each case such that no Tax is or has
been due, payable or reportable under Section 409A of the Internal Revenue Code. No Bryn Mawr Entity has any obligation to gross-up
or otherwise reimburse any person for any tax incurred by such person pursuant to Section 409A, Section 4999 or Section 280G of
the Internal Revenue Code. No Bryn Mawr Entity is party to or has any obligations under any nonqualified deferred compensation
plan within the meaning of Section 409A of the Internal Revenue Code that is required to be aggregated under Section 409A of the
Internal Revenue Code with the arrangements listed on Section 4.10(g) Bryn Mawr’s Disclosure Memorandum.
(h) None
of the Bryn Mawr Entities will be required to include after the Closing any material adjustment in taxable income pursuant to
Section 481 of the Internal Revenue Code or any comparable provision under state or foreign Tax Laws as a result of transactions
or events occurring prior to the Closing. None of the Bryn Mawr Entities have participated in any “reportable transactions”
within the meaning of Treasury Regulation Section 1.6011-4.
4.11. Assets.
Each
Bryn Mawr Entity has good and marketable title to those Assets reflected in the most recent Bryn Mawr Financial Statements as
being owned by such Bryn Mawr Entity or acquired after the date thereof (except Assets sold or otherwise disposed of since the
date thereof in the Ordinary Course), free and clear of all Liens,
except (a) statutory Liens securing payments not yet due,
(b) Liens for real property Taxes not yet due and payable, (c) easements, rights of way, and other similar encumbrances
that do not materially affect the use of the Assets subject thereto or affected thereby or otherwise materially impair business
operations at such properties, (d) Liens or similar security interests held by the Federal Home Loan Bank in the Ordinary Course,
and (e) such imperfections or irregularities of title or Liens as do not materially affect the use of the Assets subject
thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted
Liens”). Bryn Mawr is the fee simple owner of all owned real property and the lessee of all leasehold estates reflected
in the most recent Bryn Mawr Financial Statements (except real property sold or otherwise disposed of in the Ordinary Course since
the date hereof and leases that have expired or been terminated in the Ordinary Course since the date hereof), free and clear
of all Liens of any nature whatsoever, except for Permitted Liens, and is in possession of the properties purported to be owned
or leased thereunder, as applicable, and each such lease is valid without default thereunder by the lessee or, to the Knowledge
of Bryn Mawr, the lessor. There are no pending or, to the Knowledge of Bryn Mawr, threatened condemnation or eminent domain proceedings
against any real property that is owned or leased by Bryn Mawr. The Bryn Mawr Entities own or lease all properties as are necessary
to their operations as now conducted and no Person has any option or right to acquire or purchase any ownership interest in the
owned real property or any portion thereof.
4.12. Intellectual
Property; Privacy.
(a) Each
Bryn Mawr Entity owns or has a valid license to use (in each case, free and clear of any Liens other than any Permitted Liens)
all of the Intellectual Property necessary to carry on the business of such Bryn Mawr Entity as it is currently conducted. Each
Bryn Mawr Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed
to a third party by such Bryn Mawr Entity in connection with its business operations, and such Bryn Mawr Entity has the right
to convey by sale or license any Intellectual Property so conveyed. No Bryn Mawr Entity is in Default under any of its Intellectual
Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Bryn Mawr threatened, which challenge
the rights of any Bryn Mawr Entity with respect to Intellectual Property used, sold or licensed by such Bryn Mawr Entity in the
course of its business, nor has any Person claimed or alleged any rights to such Intellectual Property owned or purported to be
owned by any Bryn Mawr Entity. To the Knowledge of Bryn Mawr, the conduct of the business of each Bryn Mawr Entity and the use
of any Intellectual Property by each Bryn Mawr Entity does not infringe, misappropriate or otherwise violate the Intellectual
Property rights of any other person. Since December 31, 2017, no Person has asserted to Bryn Mawr in writing that any Bryn Mawr
Entity has infringed, misappropriated or otherwise violated the Intellectual Property rights of such Person.
(b) (i)
The computer, information technology and data processing systems, facilities and services used by the Bryn Mawr Entities, including
all software, hardware, networks, communications facilities, platforms and related systems and services (collectively, the “Bryn
Mawr Systems”), are reasonably sufficient for the conduct of the respective businesses of the Bryn Mawr Entities as
currently conducted and (ii) the Bryn Mawr Systems are in good working condition to effectively perform all computing, information
technology and data processing operations necessary for the operation of the respective businesses of the Bryn Mawr Entities as
currently conducted. To Bryn Mawr’s Knowledge, no third party has gained unauthorized access to any Bryn Mawr Systems owned
or controlled by any Bryn Mawr Entity, and the Bryn Mawr Entities have taken commercially reasonable steps and implemented commercially
reasonable safeguards to ensure that the Bryn Mawr Systems are secure from unauthorized access and free from any disabling codes
or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to,
or disruption, impairment, disablement, or destruction of, software, data or other materials. Each Bryn Mawr Entity has implemented
backup and business continuity policies, procedures and systems with disaster recovery practices consistent with generally accepted
industry standards applicable to such Bryn Mawr Entity and sufficient to reasonably maintain the operation of the respective business
of such Bryn Mawr Entity in all material respects. Each Bryn Mawr Entity has implemented and maintains commercially reasonable
measures and procedures designed to reasonably mitigate the risks of cybersecurity breaches and attacks.
(c) Since
December 31, 2017, each Bryn Mawr Entity has (i) complied in all material respects with all applicable Laws which govern the receipt,
collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer
of the personal information of customers or other individuals and similar Laws governing data privacy, and with all of its published
privacy and data security policies and internal privacy and data security policies and guidelines, including with respect to the
collection, storage, transmission, transfer, disclosure, destruction and use of personally identifiable information and (ii) taken
commercially reasonable measures to ensure that all personally identifiable information in its possession or control is protected
against loss, damage, and unauthorized access, use, modification, or other misuse. To Bryn Mawr’s Knowledge, there has been
no loss, damage, or unauthorized access, use, modification, or other misuse of any such information by any Bryn Mawr Entity or
any other Person.
4.13. Environmental Matters.
(a) Each
Bryn Mawr Entity, its Participation Facilities, and its Operating Properties are, and have been since December 31, 2017, in compliance,
in all material respects, with all applicable Environmental Laws.
(b) There
is no material Litigation pending or, to the Knowledge of Bryn Mawr, threatened before any Regulatory Authority or other forum
in which any Bryn Mawr Entity or any of its Operating Properties or Participation Facilities (or Bryn Mawr in respect of such
Operating Property or Participation Facility) has been or, with respect to threatened Litigation, may be named as a defendant
(i) for alleged noncompliance (including by any predecessor) with or Liability under any Environmental Law or (ii) relating
to the release, discharge, spillage, or disposal into the environment of any Hazardous Material, whether or not occurring at,
on, under, adjacent to, or affecting (or potentially affecting) a site currently or formerly owned, leased, or operated by any
Bryn Mawr Entity or any of its Operating Properties or Participation Facilities, nor is there any reasonable basis for any Litigation
of a type described in this sentence. No Bryn Mawr Entity is subject to any Order imposing any Liability or obligation with respect
to any Environmental Law that has had or may have, either individually or in the aggregate, a Material Adverse Effect on Bryn
Mawr, nor is any such Order threatened.
(c) No
Hazardous Material is or has been present on, at, around or under any property, whether currently or formerly owned, leased, or
operated by any Bryn Mawr Entity or any of its Operating Properties or Participation Facilities, or any other property, in quantities
or concentrations that require remediation by or would give rise to Liability for any Bryn Mawr Entity pursuant to applicable
Environmental Laws.
4.14.
Compliance with Laws.
(a) Each
Bryn Mawr Entity has, and since December 31, 2017, has had, in effect all Permits necessary for it to own, lease, or operate its
material Assets and to carry on its business as now conducted (and have paid all fees and assessments due and payable in connection
therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such Permit has had or would
be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on Bryn Mawr. Since December
31, 2017, there has occurred no material Default under any such Permit and to the Knowledge of Bryn Mawr, no suspension or cancellation
of any such Permit is threatened. None of the Bryn Mawr Entities:
(i) is
in Default under any of the provisions of its articles of incorporation or association or bylaws (or other governing instruments);
(ii) is in material Default under any Laws, Orders, or Permits applicable to its business or employees conducting its business;
or
(iii) subject
to Section 10.15, has since December 31, 2017 received any written notification or communication from any Regulatory Authority
or the staff thereof asserting that any Bryn
Mawr Entity is not in compliance with any Laws or Orders, engaging in an unsafe or
unsound activity, or in troubled condition.
(b) Each
Bryn Mawr Entity is in compliance in all material respects with all applicable Laws, and all Orders or conditions imposed in writing
by a Regulatory Authority to which it or its Assets may be subject. Bryn Mawr and Bryn Mawr Bank are “well-capitalized”
(as that term is defined in applicable Laws).
(c) Since
December 31, 2017, Bryn Mawr Bank (i) has properly certified all foreign deposit accounts and has made all necessary tax withholdings
on all of its deposit accounts, (ii) has timely and properly filed and maintained all requisite currency transaction reports and
other related forms, including any requisite custom reports required by any agency of the U.S. Department of the Treasury, including
the IRS, and (iii) has timely filed all suspicious activity reports with the Financial Crimes Enforcement Network (bureau of the
U.S. Department of the Treasury) required to be filed by it pursuant to applicable Laws.
(d) Since
December 31, 2017, each Bryn Mawr Entity has properly administered all accounts for which it acts as a fiduciary, including accounts
for which any Bryn Mawr Entity serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment
adviser, in accordance with the terms of the applicable governing documents and applicable Laws. Since December 31, 2017, no Bryn
Mawr Entity nor, to Bryn Mawr’s Knowledge, any director, officer, or employee of any Bryn Mawr Entity, has committed any
breach of trust or fiduciary duty with respect to any such fiduciary account, and the accountings for each such fiduciary account
are true and correct and accurately reflect the assets of such fiduciary account.
4.15. Community
Reinvestment Act Performance.
Bryn
Mawr Bank is an “insured depository institution” as defined in the FDIA and applicable regulations thereunder, has
received a Community Reinvestment Act rating of “satisfactory” or better in its most recently completed performance
evaluation, and Bryn Mawr has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which
would reasonably be expected to result in Bryn Mawr Bank having its current rating lowered such that it is no longer “satisfactory”
or better.
4.16. Labor
Relations.
(a) No
Bryn Mawr Entity is the subject of any pending or, to the Knowledge of Bryn Mawr, threatened Litigation asserting that it or any
other Bryn Mawr Entity has committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable
state Law) or other violation of state or federal labor Law or seeking to compel it or any other Bryn Mawr Entity to bargain with
any labor organization or other employee representative as to wages or conditions of employment. No Bryn Mawr Entity, predecessor,
or Affiliate of a Bryn Mawr Entity is or has ever been a party to any collective bargaining agreement or subject to any bargaining
order, injunction or other Order relating to Bryn Mawr’s relationship or dealings with its employees, any labor organization
or any other employee representative, and no Bryn Mawr Entity or Affiliate of a Bryn Mawr Entity is currently negotiating any
collective bargaining agreement. To the Knowledge of Bryn Mawr, since December 31, 2017, there has not been any attempt by any
Bryn Mawr Entity employees or any labor organization or other employee representative to organize or certify a collective bargaining
unit or to engage in any other union organization activity with respect to the workforce of any Bryn Mawr Entity. The employment
of each employee of Bryn Mawr Entity are terminable at will by the relevant Bryn Mawr Entity without any penalty, liability or
severance obligation incurred by any Bryn Mawr Entity.
(b) Section
4.16(b) of Bryn Mawr’s Disclosure Memorandum separately sets forth all of Bryn Mawr’s employees, including for each
such employee: name, job title, hire date, full- or part-time status, Fair Labor Standards Act designation, work location (identified
by street address), current compensation paid or
payable, all wage arrangements,
bonuses, incentives, or commissions paid since January 1, 2020, and visa and greencard application status. Bryn Mawr has made available
to WSFS prior to the execution of this Agreement, a list, by employee, of all fringe benefits other than employee benefits applicable
to all employees, which benefits are set forth on Section 4.17(a) of Bryn Mawr’s Disclosure Memorandum. To Bryn Mawr’s Knowledge,
no employee of any Bryn Mawr Entity is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality
or non-competition agreement, that in any way materially adversely affects or restricts the performance of such employee’s duties.
No Key Employee of any Bryn Mawr Entity has provided written notice to a Bryn Mawr Entity of his or her intent to terminate his or her
employment with the applicable Bryn Mawr Entity as of the date hereof, and, as of the date hereof, to Bryn Mawr’s Knowledge, no
Key Employee intends to terminate his or her employment with Bryn Mawr before Closing.
(c) Section
4.16(c) of Bryn Mawr’s Disclosure Memorandum contains a complete and accurate listing of the name (if an entity, including
the name of the individuals employed by or providing service on behalf of such entity) and contact information of each individual
who has personally provided services to any Bryn Mawr Entity as an independent contractor, consultant, freelancer or other service
provider (collectively, “Independent Contractors”) since January 1, 2020 and which have been paid over $30,000
in any 12-month period. A copy of each Contract relating to the services provided by any such Independent Contractor to a Bryn
Mawr Entity has been made available to WSFS prior to the date hereof. The Bryn Mawr Entities have no obligation or liability with
respect to any taxes (or the withholding thereof) in connection with any Independent Contractor. The Bryn Mawr Entities have properly
classified, pursuant to the Internal Revenue Code, the Fair Labor Standards Act, and any other applicable Law, all Independent
Contractors used by the Bryn Mawr Entities at any point. The engagement of each Independent Contractor of each Bryn Mawr Entity
is terminable upon no more than 30 days’ notice by the relevant Bryn Mawr Entity without any penalty, liability or severance
obligation incurred by any Bryn Mawr Entity.
(d) The
Bryn Mawr Entities have no “leased employees” within the meaning of Internal Revenue Code Section 414(n).
(e) The Bryn Mawr Entities have, or will have no later than the Closing Date, paid all accrued salaries, bonuses, commissions, and
other wages due to be paid through the Closing Date. Each of the Bryn Mawr Entities is and at all times has been in material compliance
with all Law governing the employment of labor and the withholding of taxes, including but not limited to, all contractual commitments
and all such Laws relating to wages, hours, affirmative action, collective bargaining, discrimination, civil rights, disability
accommodation, employee leave, unemployment, worker classification, immigration, safety and health, workers’ compensation
and the collection and payment of withholding or Social Security taxes and similar taxes.
(f) Since
December 31, 2017, there have not been any claims or charges with respect to wage and hour, discrimination, disability accommodation,
or other employment matters by any employee of any Bryn Mawr Entity or by any individual who has applied for employment with any
Bryn Mawr Entity, nor, to Bryn Mawr’s Knowledge, are there any such claims or charges currently threatened by any employee
or applicant of any Bryn Mawr Entity. To Bryn Mawr’s Knowledge, there are no governmental investigations open or under consideration
by with the United States Department of Labor (“DOL”), Equal Employment Opportunity Commission, or any other
federal or state Regulatory Authority charged with administering or enforcing employment related Laws.
(g) All
of the Bryn Mawr Entities’ employees are employed in the United States and are either United States citizens or are legally
entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, other United States immigration
Laws and the Laws related to the employment of non-United States citizens applicable in the state in which the employees are employed.
Each Bryn Mawr Entity has completed a Form I-9 (Employment Eligibility Verification) for each employee, and each such Form I-9
has since been updated as required by Applicable Law and is correct and complete in all material
respects as of the date hereof.
The Bryn Mawr Entities are in compliance with the proper classification of the status of the employees and independent contractors
(including for purposes of taxation and Tax reporting and under Bryn Mawr Benefit Plans).
(h) Since
December 31, 2017, none of the Bryn Mawr Entities has implemented any plant closing or mass layoff, as defined under the WARN
Act, without providing notice in accordance with the WARN Act, and no such actions are currently contemplated, planned or announced.
(i) The
Bryn Mawr Entities have (i) implemented policies and procedures to enable social distancing and remote working environments for
employees of the Bryn Mawr Entities, (ii) taken commercially reasonable steps to ensure regular disinfection and cleaning of work
areas, including offices, restrooms, common areas and all high-touch surfaces in the workplace, and (iii) required all employees
who report experiencing symptoms of COVID-19 (including cough, shortness of breath or fever) to either stay home or to go home
immediately, as applicable. The Bryn Mawr Entities have complied in all material respects with all applicable Laws related to
the Pandemic, including “shelter in place,” “essential business” and similar Pandemic Measures and applicable
Laws concerning employee leaves of absence. Section 4.16(i) of Bryn Mawr’s Disclosure Memorandum lists all of the following
for the Bryn Mawr Entities since March 1, 2020, or otherwise in response to or in connection with the Pandemic or business circumstances
related thereto: (i) employee furloughs; (ii) reductions in employee salary, other compensation, benefits or hours; (iii) employee
lay-offs or terminations; or (iv) other material changes in employee policies, practices or terms and conditions.
4.17. Employee
Benefit Plans.
(a) Bryn
Mawr has made available to WSFS prior to the execution of this Agreement, true and correct copies (or if not written, a written
summary of its terms) of each current Bryn Mawr Benefit Plan, a complete and accurate list of which is included in Section 4.17(a)
of Bryn Mawr’s Disclosure Memorandum. “Bryn Mawr Benefit Plan” means any Employee Benefit Plan (including
all amendments thereto) that has been adopted, maintained, sponsored in whole or in part by, or contributed to or required to
be contributed to, by any Bryn Mawr Entity or Bryn Mawr ERISA Affiliate for the benefit of employees, retirees, dependents, spouses,
directors, independent contractors, or other beneficiaries or under which employees, retirees, former employees, dependents, spouses,
directors, independent contractors, or other beneficiaries are eligible to participate or with respect to which Bryn Mawr or any
Bryn Mawr ERISA Affiliate has or may have any obligation or Liability. For the avoidance of doubt, the term “Bryn Mawr Benefit
Plans” includes plans, programs, policies, and arrangements sponsored or maintained by a third-party professional employer
organization in which the current or former employees, retirees, dependents, spouses, directors, independent contractors, or other
beneficiaries of the Bryn Mawr Entity or any of its affiliates are eligible to participate. No Bryn Mawr Benefit Plan is subject
to any Laws other than those of the United States or any state, county, or municipality in the United States. Bryn Mawr has made
available to WSFS prior to the execution of this Agreement (i) all trust agreements or other funding arrangements for all Bryn
Mawr Benefit Plans, (ii) all determination letters, opinion letters, information letters or advisory opinions issued by DOL, the
United States Internal Revenue Service (“IRS”), or the Pension Benefit Guaranty Corporation (“PBGC”)
during this calendar year or any of the preceding three calendar years, (iii) annual reports or returns, audited or unaudited
financial statements, actuarial reports and valuations prepared for any Bryn Mawr Benefit Plan for the current plan year and the
preceding plan year, (iv) the most recent summary plan descriptions and any material modifications thereto, (v) any correspondence
with the DOL, IRS, PBGC, or any other Regulatory Authority regarding a Bryn Mawr Benefit Plan, and (vi) all actuarial valuations
of Bryn Mawr Benefit Plans.
(b) Each Bryn Mawr Benefit Plan is and has been maintained in all material respects in compliance with the terms of such Bryn Mawr
Benefit Plan, and in compliance with the applicable requirements of the Internal Revenue Code, ERISA, and any other applicable
Laws. No Bryn Mawr Benefit Plan is required to be amended within the 90-day period beginning on the Closing Date in order to continue
to comply with ERISA, the Internal Revenue Code, and other applicable Law. Each Bryn Mawr Benefit Plan that is intended to be
qualified
under Section 401(a) of
the Internal Revenue Code is so qualified and has received a favorable determination letter, or for a prototype plan, opinion letter,
from the IRS that is still in effect and applies to the Bryn Mawr Benefit Plan and on which such Bryn Mawr Benefit Plan is entitled to
rely. To Bryn Mawr’s Knowledge, nothing has occurred and no circumstance exists that would be reasonably expected to adversely
affect the qualified status of such Bryn Mawr Benefit Plan. Within the past three years, no Bryn Mawr Entity has taken any action to
take material corrective action or make a filing under any voluntary correction program of the IRS, DOL or any other Regulatory Authority
with respect to any Bryn Mawr Benefit Plan. All assets of each Bryn Mawr Benefit Plan that is a retirement plan consist exclusively of
cash and actively traded securities.
(c) There
are no pending, or, to Bryn Mawr’s Knowledge, threatened claims or disputes under the terms of, or in connection with, the
Bryn Mawr Benefit Plans other than claims for benefits in the Ordinary Course that are not expected to result in material Liability
to any Bryn Mawr Entity, and no action, proceeding, prosecution, inquiry, hearing or investigation or audit has been commenced
with respect to any Bryn Mawr Benefit Plan.
(d) Neither
Bryn Mawr nor any Affiliate of Bryn Mawr has engaged in any prohibited transaction for which there is not an exemption, within
the meaning of Section 4975 of the Internal Revenue Code or Section 406 of ERISA, with respect to any Bryn Mawr Benefit Plan and
no prohibited transaction has occurred with respect to any Bryn Mawr Benefit Plan that would be reasonably expected to result
in any Liability or excise Tax under ERISA or the Internal Revenue Code. No Bryn Mawr Entity, Bryn Mawr Entity employee, nor any
committee of which any Bryn Mawr Entity employee is a member has breached his or her fiduciary duty with respect to a Bryn Mawr
Benefit Plan in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the
assets of any Bryn Mawr Benefit Plan. To Bryn Mawr’s Knowledge, no fiduciary, within the meaning of Section 3(21) of ERISA,
who is not Bryn Mawr or any Bryn Mawr Entity employee, has breached his or her fiduciary duty with respect to a Bryn Mawr Benefit
Plan or otherwise has any Liability in connection with any acts taken (or failed to be taken) with respect to the administration
or investment of the assets of any Bryn Mawr Benefit Plan that would reasonably be expected to result in any Liability or excise
Tax under ERISA or the Internal Revenue Code being imposed on Bryn Mawr or any Affiliate of Bryn Mawr. The treatment of the Bryn
Mawr Equity Awards as required under Section 2.3 of this Agreement is permitted by applicable Law and the terms of the applicable
plan and award agreement. All Bryn Mawr Stock Options, and any other stock options granted by an Bryn Mawr Entity and outstanding
at any time within the last six years, were granted at no less than “fair market value” for purposes of Section 409A
of the Internal Revenue Code, and each such stock option has at all times been exempt from Section 409A of the Internal Revenue
Code.
(e) Neither Bryn Mawr nor any Bryn Mawr ERISA Affiliate has at any time been a party to or maintained, sponsored, contributed
to or has been obligated to contribute to, or had any material Liability with respect to, or would reasonably be expected to have
any such obligation to contribute to or material Liability with respect to: (i) any plan subject to Title IV of ERISA other than
the plan set forth on Section 4.17(e) of Bryn Mawr’s Disclosure Memorandum (the “Bryn Mawr Pension Plan”),
(ii) “multiemployer plan” (as defined in ERISA Section 3(37) and 4001(a)(3)), (iii) a “multiple employer
plan” (within the meaning of ERISA or the Internal Revenue Code), (iv) a self-funded health or welfare benefit plan, (v)
any voluntary employees’ beneficiary association (within the meaning of Section 501(c)(9) of the Internal Revenue Code),
or (vi) any “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA).
(f) Each
Bryn Mawr Benefit Plan that is a health or welfare plan has been amended and administered in accordance with the requirements
of the Patient Protection and Affordable Care Act of 2010. No Bryn Mawr Entity has any Liability or obligation to provide postretirement
health, medical or life insurance benefits to any Bryn Mawr Entity’s employees or former employees, officers, or directors,
or any dependent or beneficiary thereof, except as otherwise required under state or federal benefits continuation Laws and for
which the covered individual pays the full cost of coverage. No Tax under Internal Revenue Code Sections 4980B or 5000 has been
incurred with respect to any Bryn Mawr Benefit Plan and no circumstance exists which could give rise to such Tax.
(g) The
Bryn Mawr Pension Plan has been terminated and all assets distributed, Bryn Mawr received from the IRS a favorable determination
letter on the termination of the Bryn Mawr Pension Plan, the PBGC approved the termination of the Bryn Mawr Pension Plan, and
Bryn Mawr filed a final annual return on Form 5500 for the Bryn Mawr Pension Plan's final plan year. There are no outstanding
Liabilities with respect to the Bryn Mawr Pension Plan, and there was no reversion of assets to any Bryn Mawr Entity in connection
with the termination of the Bryn Mawr Pension Plan. No Bryn Mawr Entity, Bryn Mawr Entity employee, nor any committee of which
any Bryn Mawr Entity employee is a member has breached his or her fiduciary duty with respect to any annuity purchase related
to the termination of the Bryn Mawr Pension Plan.
(h) All
contributions required to be made to any Bryn Mawr Benefit Plan by applicable Law or regulation or by any plan document or other
contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Bryn Mawr Benefit Plan,
for any period through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid
on or before the date hereof, have been fully reflected on the Books and Records of Bryn Mawr.
(i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either
alone or in conjunction with any other event) result in, cause the vesting, exercisability or delivery of, or increase in the
amount or value of, any payment, right or other benefit to any employee, officer, director or other service provider of any Bryn
Mawr Entity, or result in any (i) requirement to fund any benefits or set aside benefits in a trust (including a rabbi trust),
(ii) limitation on the right of any Bryn Mawr Entity to amend, merge, terminate or receive a reversion of assets from any Bryn
Mawr Benefit Plan or related trust, (iii) acceleration of the time of payment or vesting of any such payment, right, compensation
or benefit, or (iv) entitlement by any recipient of any payment or benefit to receive a “gross up” payment for any
income or other Taxes that might be owed with respect to such payment or benefit. Without limiting the generality of the foregoing,
no amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated
hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an
“excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code. Section 4.17(i) of Bryn
Mawr’s Disclosure Memorandum sets forth accurate and complete data with respect to each individual who is or might be reasonably
expected to be a “disqualified individual” within the meaning of Section 280G of the Internal Revenue Code and has
a contractual right to pay or benefits (or increase in pay or benefits, including the acceleration of any payment or vesting)
triggered by a change in control and the amounts potentially payable to each such individual in connection with the execution
and delivery of this Agreement or the consummation of the transactions contemplated hereby (either alone or in conjunction with
any other event) or as a result of a termination of employment or service, or could otherwise be a “parachute payment”
within the meaning of Section 280G of the Internal Revenue Code. No Bryn Mawr Benefit Plan provides for the gross up or reimbursement
of Taxes under Internal Revenue Code Section 4999 or 409A, or otherwise.
4.18. Material
Contracts.
(a) Except as otherwise reflected in the Bryn Mawr Financial Statements or the Bryn Mawr SEC Reports, none of the Bryn Mawr Entities,
nor any of their respective Assets, businesses, or operations, is a party to, is bound by or receives benefits under any Contract,
(a) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) and that
has not been filed as an exhibit to one of the Bryn Mawr SEC Reports, (b) which prohibits or materially restricts any Bryn Mawr
Entity (or, following consummation of the transactions contemplated by this Agreement, WSFS) from engaging in any business activities
in any geographic area, line of business or otherwise in competition with any other Person, (c) which limits the payment
of dividends by any Bryn Mawr Entity, (d) pursuant to which any Bryn Mawr Entity has agreed with any third party to a change of
control transaction such as an acquisition, divestiture or merger or contains a put, call or similar right involving the purchase
or sale of any equity interests or Assets of any Person and which contains representations, covenants, indemnities or other obligations
(including indemnification, “earn-out” or other contingent obligations) that are still in effect, (e) between any
Bryn Mawr Entity, on the one hand, and (i) any
officer
or director of any Bryn Mawr Entity, or (ii) to the Knowledge of Bryn Mawr, any (x) record or beneficial owner of five percent or more
of the voting securities of Bryn Mawr, (y) Affiliate or family member of any such officer, director or record or beneficial owner
or (z) any other Affiliate of Bryn Mawr, on the other hand, except those of a type available to directors, officers or employees of Bryn
Mawr generally, (f) that provides for indemnification by any Bryn Mawr Entity of any Person, except for non-material Contracts entered
into in the Ordinary Course, (g) with or to a labor union or guild (including any collective bargaining agreement), (h) that grants
any “most favored nation” right, right of first refusal, right of first offer or similar right with respect to any material
Assets or rights of any Bryn Mawr Entity, taken as a whole or (i) any other Contract or amendment thereto that is material to any Bryn
Mawr Entity or their respective business or Assets and not otherwise entered into in the Ordinary Course. Each contract, arrangement,
commitment or understanding of the type described in this Section 4.18, whether or not set forth in Bryn Mawr’s Disclosure Memorandum,
together with all Contracts referred to in Sections 4.12 and 4.17(a), are referred to herein as the “Bryn Mawr Contracts.”
With respect to each Bryn Mawr Contract: (i) the Contract is legal, valid and binding on a Bryn Mawr Entity and is in full force and
effect and is enforceable in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exceptions), (ii) no
Bryn Mawr Entity is in material Default thereunder, (iii) no Bryn Mawr Entity has repudiated or waived any material provision of
any such Contract and (iv) no other party to any such Contract is, to the Knowledge of Bryn Mawr, in material Default thereunder.
All of the Bryn Mawr Contracts have been Previously Disclosed. All of the indebtedness of any Bryn Mawr Entity for money borrowed is
prepayable at any time by such Bryn Mawr Entity without penalty or premium.
(b) With
respect to each Advisory Agreement and customer agreement with respect to broker dealer activities: (i) such Contract is legal,
valid and binding on a Bryn Mawr Entity and, to Bryn Mawr’s Knowledge, is in full force and effect and is enforceable in
accordance with its terms (except as may be limited by the Bankruptcy and Equity Exceptions), (ii) no Bryn Mawr Entity is
in material Default thereunder, (iii) no Bryn Mawr Entity has repudiated or waived any material provision of any such Contract
and (iv) no other party to any such Contract is, to the Knowledge of Bryn Mawr, in material Default thereunder.
4.19. Agreements
with Regulatory Authorities.
Subject
to Section 10.15, no Bryn Mawr Entity is subject to any cease and desist or other order or enforcement action issued by, or is
a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter,
safety and soundness compliance plan, or similar undertaking to, or is subject to any order or directive by, or has been ordered
to pay any civil money penalty by, or has been a recipient of any supervisory letter from, or has adopted any policies, procedures
or board resolutions at the request or suggestion of any Regulatory Authority that currently restricts in any material respect
the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its
credit or risk management policies, its management, its business or Bryn Mawr Bank’s acceptance of brokered deposits (each,
whether or not set forth in Bryn Mawr’s Disclosure Memorandum, a “Bryn Mawr Regulatory Agreement”), nor
has any Bryn Mawr Entity been advised in writing or, to Bryn Mawr’s Knowledge, orally, since December 31, 2017, by any Regulatory
Authority that Bryn Mawr Bank is in troubled condition or that the Regulatory Authority is considering issuing, initiating, ordering,
or requesting any such Bryn Mawr Regulatory Agreement that is material to Bryn Mawr and its Subsidiaries, taken as a whole.
4.20. Investment
Securities.
(a) Each
Bryn Mawr Entity has good title in all material respects to all securities and commodities owned by it (except those sold under
repurchase agreements, borrowings of federal funds or borrowings from the Federal Reserve Banks or Federal Home Loan Banks or
held in any fiduciary or agency capacity), free and clear of any Lien, except (i) as set forth in the Bryn Mawr Financial Statements
or in the Bryn Mawr SEC Reports and (ii) to the extent such securities or commodities are pledged in the Ordinary Course to secure
obligations of a Bryn Mawr Entity. Such securities are valued on the books of Bryn Mawr in accordance with GAAP in all material
respects.
(b) Each
Bryn Mawr Entity employs, to the extent applicable, investment, securities, risk management and other policies, practices and
procedures that Bryn Mawr believes are prudent and reasonable in the context of their respective businesses, and each Bryn Mawr
Entity has, since December 31, 2017, been in compliance with such policies, practices and procedures in all material respects.
4.21. Derivative
Instruments and Transactions.
All
Derivative Transactions whether entered into for the account of any Bryn Mawr Entity or by any Bryn Mawr Entity for the account
of a customer of any Bryn Mawr Entity (a) were entered into by such Bryn Mawr Entity in the Ordinary Course and in accordance
with prudent banking practice and in all material respects with all applicable rules, regulations and policies of all applicable
Regulatory Authorities, (b) are legal, valid and binding obligations of the Bryn Mawr Entity party thereto and, to the Knowledge
of Bryn Mawr, each of the counterparties thereto, and (c) are in full force and effect and enforceable in accordance with their
terms, subject to the Bankruptcy and Equity Exceptions. Bryn Mawr Entities and, to the Knowledge of Bryn Mawr, the counterparties
to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent
that such obligations to perform have accrued. To the Knowledge of Bryn Mawr, there are no material breaches, violations
or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position
of the Bryn Mawr Entities on a consolidated basis under or with respect to each such Derivative Transaction has been reflected
in the Books and Records of the Bryn Mawr Entities in accordance with GAAP.
4.22. Legal
Proceedings.
(a) There
is no Litigation instituted or pending, or, to the Knowledge of Bryn Mawr, threatened against any Bryn Mawr Entity, or against
any current or former director, officer or employee of a Bryn Mawr Entity in their capacities as such or against any Employee
Benefit Plan of any Bryn Mawr Entity, or against any Asset, interest, or right of any of them, nor are there any Orders outstanding
against any Bryn Mawr Entity, in each case, that has had or would reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect on Bryn Mawr. Section 4.22(a) of Bryn Mawr’s Disclosure Memorandum sets forth a list
of all Litigation as of the date of this Agreement to which any Bryn Mawr Entity is a party. Section 4.22(a) of Bryn Mawr’s
Disclosure Memorandum sets forth a list of all Orders to which any Bryn Mawr Entity is subject.
(b) There
is no Order imposed upon any Bryn Mawr Entity or the Assets of any Bryn Mawr Entity (or that, upon consummation of the Mergers,
would apply to any Bryn Mawr Entity) that has had or would reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect on any Bryn Mawr Entity.
4.23. Statements
True and Correct.
(a) None
of the information supplied or to be supplied by any Bryn Mawr Entity or any Affiliate thereof for inclusion (including by incorporation
by reference) in the Registration Statement to be filed by WSFS with the SEC will, when supplied or when the Registration Statement
becomes effective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state
any material fact necessary to make the statements therein not misleading. The portions of the Registration Statement and the
Joint Proxy/Prospectus relating to Bryn Mawr Entities and other portions within the reasonable control of Bryn Mawr Entities will
comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None
of the information supplied or to be supplied by any Bryn Mawr Entity or any Affiliate thereof for inclusion (including by incorporation
by reference) in the Joint Proxy/Prospectus, and any other documents to be filed by a Bryn Mawr Entity or any Affiliate thereof
with any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such information
is supplied and
such documents are filed (or when incorporated by reference), and with respect to the Joint Proxy/Prospectus,
when first mailed to the shareholders of Bryn Mawr, be false or misleading with respect to any material fact, or omit to state
any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,
or, in the case of the Joint Proxy/Prospectus or any amendment thereof or supplement thereto, at the time of the Bryn Mawr Meeting,
be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement
in any earlier communication with respect to the solicitation of any proxy for the Bryn Mawr Meeting.
4.24. State
Takeover Statutes and Takeover Provisions.
Bryn
Mawr has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby
from the requirements of any “moratorium,” “fair price,” “affiliate transaction,” “business
combination,” “control share acquisition” or similar provision of any state anti-takeover Law (collectively,
“Takeover Statutes”). Bryn Mawr has taken all action required to be taken by it in order to make this Agreement
and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with,
the requirements of any articles, sections or provisions of its articles of incorporation and bylaws concerning “business
combination,” “fair price,” “voting requirement,” “constituency requirement” or other
related provisions. No Bryn Mawr Entity is the beneficial owner (directly or indirectly) of more than 10% of the outstanding capital
stock of WSFS entitled to vote in the election of WSFS’s directors.
4.25. Opinion
of Financial Advisor.
The
board of directors of Bryn Mawr has received the opinion of Keefe, Bruyette & Woods, Inc., which, if initially rendered verbally
has been or will be confirmed by a written opinion, dated the date of this Agreement, to the effect that, as of such date and
subject to the various assumptions, procedures, matters, qualifications and limitations on the scope of review undertaken by Keefe,
Bruyette & Woods, Inc., as set forth therein, the Exchange Ratio provided for in the Merger is fair, from a financial point
of view, to the holders of Bryn Mawr Common Stock. Such opinion has not been amended or rescinded as of the date of this Agreement.
4.26. Tax
and Regulatory Matters.
No
Bryn Mawr Entity or, to the Knowledge of Bryn Mawr, any Affiliate thereof has taken or agreed to take any action, and Bryn Mawr
does not have any Knowledge of any agreement, plan or other circumstance, that is reasonably likely to (a) prevent
the Merger or the Bank Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal
Revenue Code or (b) materially impede or delay receipt of any of the Requisite Regulatory Approvals.
4.27. Loan Matters.
(a) No
Bryn Mawr Entity is a party to any written or oral Loan in which any Bryn Mawr Entity is a creditor which as of December 31, 2020,
had an outstanding balance of $500,000 or more and under the terms of which the obligor was, as of February 28, 2021, 90 days
or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section
4.27(a) of Bryn Mawr’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of the Bryn
Mawr Entities that, as of December 31, 2020 (i) had an outstanding balance of $500,000 or more and were classified by Bryn Mawr
as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,”
“Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,”
“Pass-Watch” or words of similar import, or (ii) are subject to a deferral or payment modification (including the
date on which such Loans are to return to the contractual payment schedule in place prior to the deferral or payment modification),
in each case (i) and (ii), together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate
principal amount of and accrued and unpaid interest on such Loans as of December 31, 2020.
(b) Each
Loan currently outstanding (i) is evidenced by notes, agreements or other evidences
of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens
which have been perfected, and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance
with its terms (except as may be limited by the Bankruptcy and Equity Exceptions). The notes or other credit or security documents
with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of
origination or purchase by a Bryn Mawr Entity and are complete and correct in all material respects.
(c) Each
outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered
and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance
with the relevant notes or other credit or security documents, Bryn Mawr’s written underwriting standards (and, in the case
of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable
requirements of Laws.
(d) None of the Contracts pursuant to which any Bryn Mawr Entity has sold Loans or pools of Loans or participations in Loans
or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default
(other than first payment post-sale defaults) by the obligor on any such Loan.
(e) (i)
Section 4.27(e) of Bryn Mawr’s Disclosure Memorandum sets forth a list of all Loans as of February 28, 2021 by Bryn Mawr
to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O) of any Bryn Mawr Entity,
(ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying
a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying
a rate which was not in compliance with Regulation O, and (iii) all such Loans are and were originated in compliance in all material
respects with all applicable Laws.
(f) No Bryn Mawr Entity is now nor has it ever been since December 31, 2017, subject to any material fine, suspension, settlement
or other Contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any
Regulatory Authority relating to the origination, sale or servicing of mortgage or consumer Loans.
4.28. Allowance for Credit Losses on Loans and Leases.
The
allowance for credit losses (“ACL”) on loans and leases (formerly the Allowance for Loan and Lease Losses prior to
the adoption of Accounting Standards Update 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments”
on January 1, 2020) reflected in the Bryn Mawr Financial Statements was, as of the date of each of the Bryn Mawr Financial Statements,
in the opinion of management of Bryn Mawr, in compliance with Bryn Mawr’s existing methodology for determining the adequacy
of the ACL on loans and leases and in compliance in all material respects with the standards established by the applicable Regulatory
Authority, the Financial Accounting Standards Board and GAAP.
4.29. Insurance.
Except
to the extent that such Bryn Mawr Entities have not had or would not reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect on Bryn Mawr, Bryn Mawr Entities are insured with reputable insurers against such risks
and in such amounts as the management of Bryn Mawr reasonably has determined to be prudent and consistent with industry practice.
The Bryn Mawr Entities are in material compliance with their insurance policies and are not in Default under any of the material
terms thereof. Each such policy is outstanding and in full force and effect and, except for policies insuring against potential
liabilities of officers, directors and employees of the Bryn Mawr Entities, Bryn Mawr or Bryn Mawr Bank is the
sole beneficiary
of such policies. All premiums and other payments due under any such policy have been paid, and all claims thereunder have been
filed in due and timely fashion. To Bryn Mawr’s Knowledge, no Bryn Mawr Entity has received any written notice of cancellation
or non-renewal of any such policies, nor, to Bryn Mawr’s Knowledge, is the termination of any such policies threatened.
4.30. Brokers
and Finders.
Except
for Keefe, Bruyette & Woods, Inc., a Stifel Company, neither Bryn Mawr nor any of its officers, directors, employees, or Affiliates
has employed any broker or finder or incurred any Liability for any financial advisory fees, investment bankers’ fees, brokerage
fees, commissions, or finders’ fees in connection with this Agreement or the transactions contemplated hereby.
4.31. Transactions
with Affiliates and Insiders.
There
are no Contracts, plans, arrangements or other transactions, including but not limited to extensions of credit, between any Bryn
Mawr Entity, on the one hand, and (a) any officer or director of any Bryn Mawr Entity, (b) any (i) record or beneficial owner
of five percent or more of the voting securities of Bryn Mawr or (ii) Affiliate or family member of any such officer, director
or record or beneficial owner, or (c) any other Affiliate of Bryn Mawr, on the other hand, except those, in each case, of a type
available to employees of Bryn Mawr generally and, in the case of Bryn Mawr Bank, that are fully compliant with Regulation O,
Regulation W, and Section 18(z) of the FDIA, 12 U.S.C. § 1828(z).
4.32. Investment
Advisory Services.
(a) Neither
Bryn Mawr nor any Bryn Mawr Subsidiary currently serves in a capacity described in Section 9(a) or 9(b) of the Investment Company
Act of 1940, as amended (the “Investment Company Act”), nor currently acts as an “investment adviser”
required to register as such under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”)
or any analogous applicable state Law. Bryn Mawr Bank offers Investment Advisory Services either through a third party or pursuant
to an exemption from registration under the Investment Advisers Act and any analogous applicable state Law. Bryn Mawr Bank is
not conducting any activities that would require it to be registered with the SEC as an investment adviser under the Investment
Advisers Act or any analogous applicable state Law.
(b) Section 4.32(b) of Bryn Mawr’s Disclosure Memorandum lists each Bryn Mawr Entity that provides, or has at any time since
December 31, 2017 provided, Investment Advisory Services to any person (each such entity, an “Bryn Mawr Advisory Entity”)
and each third party that provides Investment Advisory Services to customers of any Bryn Mawr Entity pursuant to a Contract between
such third party and such Bryn Mawr Entity (each such third party, a “TP Advisory Entity,” and collectively
with Bryn Mawr Advisory Entities, the “Advisory Entities”). With respect to each Advisory Entity (but solely
with respect to the TP Advisory Entities in Sections 4.32(b)(iii), (iv), (vi), (viii) and (ix) to the Knowledge of Bryn Mawr):
(i) Each Advisory Entity that is, or since December 31, 2017 was, required to register with the SEC under the Investment Advisers
Act or under any analogous applicable state Law is or was so registered and operated since December 31, 2017 in compliance with
all Laws applicable to it or its business. Each such Advisory Entity has, or since December 31, 2017 had, all registrations, Permits,
exemptions, Orders and Consents required for the operation of its business or ownership of its Assets.
(ii) Each Advisory Entity that is, or since December 31, 2017 was, required to register with the SEC under the Investment Advisers
Act or under any analogous applicable state Law, has been and is in all material respects in compliance with each Advisory Agreement
to which it is a party under which it provides Investment Advisory Services. Each Advisory Agreement includes all provisions required
by and complies in all respects with applicable Law.
(iii) Bryn Mawr has provided to WSFS form Advisory Agreements that are substantially similar, and conform in all material respects,
to the Advisory Agreements in place between customers of any Bryn Mawr Entity and any Bryn Mawr Advisory Entity.
(iv) Each Advisory Entity is in compliance with its obligations under ERISA to the extent applicable to such Advisory Entity.
(v)
Each Advisory Entity that is, or since December 31, 2017 was, required to register with the SEC under the Investment Advisers
Act or under any analogous applicable state Law, has established in compliance with requirements of applicable Law, and maintained
in effect at all times required by applicable Law since December 31, 2017, (A) written policies and procedures reasonably designed
to prevent violation, by the Advisory Entity and its supervised persons, of applicable Law (B) written anti-money laundering policies
and procedures that incorporate, among other things, a written customer identification program, (C) a code of ethics and a written
policy regarding insider trading and the protection of material non-public information, (D) written cyber security and identity
theft policies and procedures, (E) written supervisory procedures and a supervisory control system, (F) written policies
and procedures designed to protect non-public personal information about customers, clients and other third parties, (G) written
recordkeeping policies and procedures and (H) any other policies required to be maintained by such Bryn Mawr Advisory Entity under
applicable law, including Rules 204A-1 and 206(4)-7 under the Investment Advisers Act.
(vi) With respect to each Advisory Entity that is, or since December 31, 2017 was, required to register with the SEC under the
Investment Advisers Act or under any analogous applicable state Law, (A) none of such Advisory Entity, its control persons, its
directors, officers or employees (other than employees whose functions are solely clerical or ministerial), nor, to Bryn Mawr’s
Knowledge, any of such Advisory Entity’s other “associated persons” (as defined in the Investment Advisers Act)
is, or at any time since December 31, 2017 was (1) subject to ineligibility pursuant to Section 203 of the Investment Advisers
Act to serve as a registered investment adviser or as an “associated person” of a registered investment adviser, (2) subject
to ineligibility pursuant to Section 9(a) of the Investment Company Act to serve as investment adviser of an investment company
registered under the Investment Company Act, (3) subject to disqualification pursuant to Rule 206(4)-3 under the Investment
Advisers Act or (4) subject to disqualification under Rule 506(d) of Regulation D under the Securities Act, unless in the
case of clause (1), (2), (3) or (4), such Bryn Mawr Advisory Entity or “associated person” has received effective
exemptive relief from the SEC with respect to such ineligibility or disqualification, nor (B) is there any proceeding pending
or, to Bryn Mawr’s Knowledge, threatened by any Regulatory Authority that would reasonably be expected to result in the
ineligibility or disqualification of such Bryn Mawr Advisory Entity, or any of its “associated persons” to serve in
such capacities or that would provide a basis for such ineligibility or disqualification.
(vii) There are no unresolved issues with the SEC with respect to any Advisory Entity.
(viii) As
of the date hereof, no Advisory Entity is subject to, or has received written notice of, an examination, inspection, investigation
or inquiry by a Regulatory Authority with respect to its Investment Advisory Services.
(ix) No
Advisory Entity that is, or since December 31, 2017 was, required to register with the SEC under the Investment Advisers Act or
under any analogous applicable state Law, is prohibited from charging fees to any person pursuant to Rule 206(4)-5 under the Investment
Advisers Act or any similar “pay-to-play” rule or requirement.
(c)
No Consent or deemed Consent is required under any Advisory Agreement or applicable Law in connection with this Agreement
and the transactions contemplated hereby. Since December 31, 2017, all transfers of Assets between Bryn Mawr Entities relating
to the Investment Advisory Services were conducted in accordance with applicable Law and any Consents or deemed Consents required
under any Advisory Agreement.
4.33. Broker-Dealer
Activities.
(a) Neither
Bryn Mawr nor any Bryn Mawr Subsidiary is a broker-dealer required to be registered, licensed or qualified as a broker-dealer
under the Exchange Act or any analogous applicable state Law. Neither Bryn Mawr nor any Bryn Mawr Subsidiary is conducting, nor
has at any time since December 31, 2017 conducted, broker-dealer activities.
(b) Section
4.33(b) of Bryn Mawr’s Disclosure Memorandum lists each third party that provides broker-dealer services to customers
of any Bryn Mawr Entity pursuant to a Contract between such third party and such Bryn Mawr Entity (each such third party, a “Broker-Dealer
Entity”).
(i) Each
Broker-Dealer Entity that is, or since December 31, 2017 was, required to register as a broker-dealer under the Exchange Act or
under any analogous applicable state Law is, and has been at all times since December 31, 2017, duly registered, licensed or qualified
as a broker-dealer under the Exchange Act, and under the securities Laws of each jurisdiction where the conduct of its business
requires such registration, licensing or qualification or has perfected and maintained an exemption from such registration. Each
such Broker-Dealer Entity is, or since December 31, 2017 was, a member in good standing of FINRA and each other Self-Regulatory
Organization where the conduct of its business requires such membership.
(ii) To
the Knowledge of Bryn Mawr, each Broker-Dealer Entity, since December 31, 2017, each Form BD or amendment to Form BD of each Broker-Dealer
Entity the business of which requires, or since December 31, 2017 required, such filings, as of the date of filing with the SEC
and FINRA, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading.
(c) To
the extent applicable, no Broker-Dealer Entity is, or since December 31, 2017 was, nor is any Affiliate of any Broker-Dealer Entity,
nor, to the Knowledge of Bryn Mawr, any “associated person” as defined in the Exchange Act, subject to a “statutory
disqualification” as defined in Section 3(a)(39) of the Exchange Act or subject to a disqualification that would be a basis
for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of any
of the Broker-Dealer Entities as broker-dealers, municipal securities dealers, government securities brokers or government securities
dealers under Section 15, Section 15B or Section 15C of the Exchange Act, or performing similar functions under the laws of other
jurisdictions, and there is no formal proceeding or written notice of investigation (or, to Bryn Mawr’s Knowledge, any informal
proceeding, non-public, formal proceeding or investigation) by any Regulatory Authority, whether preliminary or otherwise, that
is reasonably likely to result in, any such censure, limitation, suspension or revocation.
4.34. Insurance Subsidiary.
Except
as those that have not had or would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect
on Bryn Mawr, (a) since December 31, 2017, at the time each agent, representative, producer, reinsurance intermediary, wholesaler,
third-party administrator, distributor, broker, employee or other person authorized to sell, produce, manage or administer products
on behalf of any Bryn Mawr Subsidiary (“Bryn Mawr Agent”) wrote, sold, produced, managed, administered or procured
business for a Bryn
Mawr Subsidiary, such Bryn Mawr Agent was, at the time the Bryn Mawr Agent wrote or sold business, duly licensed
for the type of activity and business written, sold, produced, managed, administered or produced to the extent required by applicable
Law, (b) no Bryn Mawr Agent has been since December 31, 2017, or is currently, in violation (or with or without notice or
lapse of time or both, would be in violation) of any law, rule or regulation applicable to such Bryn Mawr Agent’s writing,
sale, management, administration or production of insurance business for any Bryn Mawr Insurance Subsidiary and (c) each
Bryn Mawr Agent was appointed by Bryn Mawr or a Bryn Mawr Insurance Subsidiary in compliance with applicable insurance laws, rules
and regulations and all processes and procedures undertaken with respect to such Bryn Mawr Agent were undertaken in compliance
with applicable insurance Laws. Except as those that have not had or would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect on Bryn Mawr, (i) since December 31, 2017, Bryn Mawr and the Bryn Mawr
Insurance Subsidiaries have made all required notices, submissions, reports or other filings under applicable insurance holding
company statutes, (ii) all contracts, agreements, arrangements and transactions in effect between any Bryn Mawr Insurance
Subsidiary and any affiliate are in compliance in all material respects with the requirements of all applicable insurance holding
company statutes, and (iii) each Bryn Mawr Insurance Subsidiary has operated and otherwise been in compliance with all applicable
insurance laws, rules and regulations.
4.35. No
Other Representations and Warranties.
(a) Except
for the representations and warranties in this ARTICLE 4 Bryn Mawr does not make any express or implied representation or warranty
with respect to the Bryn Mawr Entities, or their respective businesses, operations, assets, liabilities, conditions (financial
or otherwise) or prospects, and Bryn Mawr hereby disclaims any such other representations or warranties. In particular, without
limiting the foregoing disclaimer, and except for the representations and warranties made by Bryn Mawr in this ARTICLE 4, Bryn
Mawr does not make and has not made any representation to WSFS or any of WSFS’s Affiliates or Representatives with respect
to any oral or written information presented to WSFS or any of WSFS’s Affiliates or Representatives in the course of their
due diligence investigation of Bryn Mawr (including any financial projections or forecasts), the negotiation of this Agreement
or in the course of the transactions contemplated hereby.
(b) WSFS
acknowledges and agrees that Bryn Mawr has not made and is not making any express or implied representation or warranty other
than those contained in ARTICLE 4.
ARTICLE
5
REPRESENTATIONS AND WARRANTIES OF WSFS
Except
as Previously Disclosed, WSFS hereby represents and warrants to Bryn Mawr as follows:
5.1. Organization,
Standing, and Power.
(a) Status
of WSFS. WSFS is a corporation duly organized, validly existing, and in good standing under the Laws of the State of
Delaware, and has the corporate power and authority necessary to carry on its business as now conducted and to own, lease and
operate its Assets. WSFS is duly qualified or licensed to transact business as a foreign corporation in good standing in the states
of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires
it to be so qualified or licensed, except where failure to be so qualified or licensed has not had or would not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse Effect on WSFS. WSFS is a savings and loan holding
company duly registered with the Federal Reserve under the HOLA. True, complete and correct copies of the certificate of incorporation
of WSFS and the bylaws of WSFS, each as in effect as of the date of this Agreement, have been delivered or made available to Bryn
Mawr.
(b) Status
of WSFS Bank. WSFS Bank is a direct, wholly owned Subsidiary of WSFS, is duly organized, validly existing and in good
standing under the Laws of the United States of America, is authorized under the Laws of the United States of America to engage
in its business and otherwise has the corporate power and authority to own or lease all of its Assets and to conduct its business
in the manner in which its business is now being conducted. WSFS Bank is authorized by the OCC to engage in the business of banking
as a federal savings bank. WSFS Bank is in good standing in each jurisdiction in which its ownership of Assets or conduct of business
requires such qualification except where failure to be so qualified has not had or would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect on WSFS. True, complete and correct copies of the articles of association
and bylaws of WSFS Bank, each as in effect as of the date of this Agreement, have been delivered or made available to Bryn Mawr.
5.2. Authority
of WSFS; No Breach By Agreement.
(a) Authority. WSFS has the corporate power and authority necessary to execute, deliver, and, other than with
respect to the Merger, perform this Agreement, and with respect to the Merger, upon the approval of this Agreement and the Merger
by the affirmative vote of at least a majority of the outstanding shares of WSFS entitled to vote on this Agreement and the Merger
and the approval of the issuance of WSFS Common Stock pursuant to this Agreement by a majority of the votes cast by holders of
shares of WSFS Common Stock at the WSFS Meeting to approve the WSFS Share Issuance as contemplated by Section 7.1 (the “WSFS
Stockholder Approval ”), to perform its obligations under this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein,
including the Mergers, have been duly and validly authorized and approved by all necessary corporate action in respect thereof
on the part of WSFS (including, approval by, and a determination by all of the members of the boards of directors of WSFS and
WSFS Bank that this Agreement and the Subsidiary Plan of Merger are advisable and in the best interests of WSFS’s stockholders
and WSFS Bank’s stockholder and directing the submission of this Agreement, and the WSFS Share Issuance proposal to a vote
at a meeting of stockholders), subject to receipt of the WSFS Stockholder Approval. Subject to the WSFS Stockholder Approval,
and assuming the due authorization, execution and delivery by Bryn Mawr, this Agreement represents a legal, valid, and binding
obligation of WSFS, enforceable against WSFS in accordance with its terms (except as may be limited by the Bankruptcy and Equity
Exceptions).
(b) No Conflicts. Subject to the receipt of the WSFS Stockholder Approval, neither the execution and delivery of this
Agreement by WSFS, nor the consummation by WSFS of the transactions contemplated hereby, nor compliance by WSFS with any of the
provisions hereof, will (i) conflict with or result in a breach of any provision of WSFS’s certificate of incorporation,
bylaws or other governing instruments, or the articles of incorporation or association, bylaws or other governing instruments
of WSFS Bank and any other WSFS Entity or any resolution adopted by the board of directors or the stockholders of any WSFS Entity,
or (ii) subject to receipt of the Requisite Regulatory Approvals, (x) violate any Law applicable to any WSFS Entity or any
of their respective Assets or (y) violate, conflict with, constitute or result in a Default under or the loss of any benefit under,
result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result
in the creation of any Lien upon any of the respective Assets of any WSFS Entity under any of the terms, conditions or provisions
of any Contract or Permit of any WSFS Entity or under which any of their respective Assets may be bound, except (in the case of
clause (y) above) where such violations, conflicts or Defaults have not had or would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect on WSFS.
(c) Consents. Other than in connection or compliance with the provisions of the Securities Laws (including the filing
and declaration of effectiveness of the Registration Statement), applicable state corporate and securities Laws, the rules of
Nasdaq, the PBCL, the DGCL, and the Requisite Regulatory Approvals, no notice to, filing with, or Consent of, any Regulatory Authority
or any third party is necessary for the consummation by
WSFS or WSFS Bank, as applicable, of the Mergers and other transactions
contemplated in this Agreement. As of the date hereof, WSFS does not have any Knowledge of any reason why the Requisite Regulatory
Approvals will not be received in order to permit consummation of the Mergers on a timely basis.
5.3. Capitalization
of WSFS.
(a) Ownership. The authorized capital stock of WSFS consists of (i) 90,000,000 shares of WSFS Common Stock, $0.01 par
value per share, and (ii) 7,500,000 shares of preferred stock, $0.01 par value per share. As of the close of business on March
8, 2021, (i) 47,503,067 shares of WSFS Common Stock (excluding treasury shares) were issued and outstanding, (ii) 10,086,936 shares
of WSFS Common Stock were held by WSFS in its treasury, (iii) 322,349 shares of WSFS Common Stock were granted in respect of outstanding
WSFS Restricted Stock Awards, (iv) 505,682 shares of WSFS Common Stock were reserved for issuance upon the exercise of outstanding
WSFS Stock Options, and (v) no shares of WSFS preferred stock were issued and outstanding or held by WSFS in its treasury. As
of the Effective Time, no more than (A) 48,000,000 shares of WSFS Common Stock will be issued and outstanding (excluding treasury
shares), (B) 10,600,000 shares of WSFS Common Stock will be held by WSFS in its treasury, and (C) no shares of WSFS preferred
stock will be issued and outstanding or held by its treasury.
(b) Other Rights or Obligations. All of the issued and outstanding shares of capital stock of WSFS have been duly authorized
and are validly issued, and are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching
to the ownership thereof. None of the outstanding shares of capital stock of WSFS has been issued in violation of or subject to
any preemptive rights or other rights to subscribe for or purchase securities of the current or past stockholders of WSFS.
(c) Outstanding Equity Rights. Other than the WSFS Stock Options and the WSFS Restricted Stock Awards, in each case,
outstanding as of the date of this Agreement and set forth in Sections 5.3(a)(iii) and 5.3(a)(iv), there are no (i) existing Equity
Rights with respect to the securities of WSFS or WSFS Bank, (ii) Contracts under which WSFS or WSFS Bank are or may become obligated
to sell, issue or otherwise dispose of or redeem, purchase or otherwise acquire any securities of WSFS (other than to WSFS or
WSFS Bank), (iii) Contracts under which WSFS is or may become obligated to register shares of WSFS’s capital stock or other
securities under the Securities Act, (iv) stockholder agreements, voting trusts or other agreements, arrangements or understandings
to which WSFS or WSFS Bank is a party or of which WSFS has Knowledge, that may reasonably be expected to affect the exercise of
voting or any other rights with respect to the capital stock of WSFS or (v) outstanding bonds, debentures, notes or other indebtedness
having the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters
on which the stockholders of WSFS may vote. No WSFS Subsidiary owns any capital stock of WSFS.
5.4. WSFS
Subsidiaries.
WSFS
or WSFS Bank owns all of the issued and outstanding shares of capital stock (or other equity interests) of the WSFS Subsidiaries.
The deposits in WSFS Bank are insured by the FDIC through the Deposit Insurance Fund to the maximum amount permitted by applicable
Law and all premiums and assessments required to be paid in connection therewith have been paid when due. No proceedings for the
revocation or termination of such deposit insurance are pending or, to the Knowledge of WSFS, threatened. The articles of incorporation
or association, bylaws, or other governing documents of each WSFS Subsidiary comply with applicable Law.
5.5. Regulatory
Reports.
(a) WSFS’s
Reports. Since December 31, 2017, WSFS has filed on a timely basis, all reports, returns, forms, filings, information, data,
registrations, submissions, statements, certifications and documents required to be filed or furnished by it with any Regulatory
Authority, including under any and all federal and
state
banking Laws, and such reports were complete and accurate in all material respects and in compliance in all material respects with the
requirements of any applicable Law. WSFS is in compliance in all material respects with the applicable listing and corporate governance
rules and regulations of Nasdaq.
(b) WSFS
SEC Reports. An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive
proxy statement filed with or furnished to the SEC by any WSFS Entity pursuant to the Securities Act or the Exchange Act, as the
case may be, since December 31, 2017 (the “WSFS SEC Reports”) is publicly available.
No such WSFS SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements, prospectuses
and proxy statements, on the dates of effectiveness, dates of first sale of securities and the dates of the relevant meetings,
respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except
that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information
as of an earlier date. As of their respective dates, all WSFS SEC Reports filed or furnished under the Securities Act and the
Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto.
As of the date of this Agreement, no executive officer of WSFS has failed in any respect to make the certifications required of
him or her under Section 302 or 906 of the Sarbanes-Oxley Act. As of the date of this Agreement, there are no outstanding comments
from or material unresolved issues raised by the SEC with respect to any of the WSFS SEC Reports.
(c) WSFS Bank’s Reports. WSFS Bank has duly filed with the OCC and any other applicable Regulatory Authorities,
as the case may be, all reports, forms, returns, filings, information, data, registrations, submissions, statements, certifications,
and documents, required to be filed or furnished by it under any applicable Law, including any and all federal and state banking
Laws, and such reports were complete and accurate in all material respects and in compliance in all material respects with the
requirements of any applicable Law. Subject to Section 10.15, there (i) is no unresolved violation, criticism, or exception by
any Regulatory Authority with respect to any report or statement relating to any examinations, inspections or investigations of
any WSFS Entity and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Authority
with respect to the business, operations, policies or procedures of any WSFS Entity since December 31, 2017.
5.6. Financial
Matters.
(a) Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports
(i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books
and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable
accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as
may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of
footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the
respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the
WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end
adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing
(A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory
accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC,
in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited
financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial
condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash
flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end
adjustments.
(b) Call Reports. The financial statements contained in the Call Reports of WSFS Bank for the periods ended December
31, 2020, September 30, 2020, June 30, 2020, and March 31, 2020, (i) are true, accurate and complete in all material respects,
(ii) have been prepared in accordance with GAAP and regulatory accounting principles consistently applied, except as may be otherwise
indicated in the notes thereto and except for the omission of footnotes and (iii) fairly present in all material respects the
financial condition of WSFS Bank as of the respective dates set forth therein and the results of operations and stockholders’
equity for the respective periods set forth therein, subject to year-end adjustments. The financial statements contained in the
Call Reports of WSFS Bank to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate
and complete in all material respects, (B) will have been prepared in accordance with GAAP and regulatory accounting principles
consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, and
(C) will fairly present in all material respects the financial condition of WSFS Bank as of the respective dates set forth
therein and the results of operations and stockholders’ equity of WSFS Bank for the respective periods set forth therein,
subject to year-end adjustments.
(c) Systems and Processes. Each of WSFS and WSFS Bank have in place sufficient systems and processes that are customary
for a financial institution of the size of WSFS and WSFS Bank and that are designed to (i) provide reasonable assurances regarding
the reliability of WSFS Financial Statements and WSFS Bank’s financial statements and (ii) in a timely manner accumulate
and communicate to WSFS and WSFS Bank’s principal executive officer and principal financial officer the type of information
that would be required to be disclosed in WSFS Financial Statements and WSFS Bank’s financial statements or any report or
filing to be filed or provided to any Regulatory Authority. Since December 31, 2017, neither WSFS nor WSFS Bank nor, to WSFS’s
Knowledge, any employee, auditor, accountant or representative of any WSFS Entity has received or otherwise had or obtained knowledge
of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes
or the accuracy or integrity of WSFS Financial Statements or the accounting or auditing practices, procedures, methodologies or
methods (including with respect to credit loss reserves, write-downs, charge-offs and accruals) of any WSFS Entity or their respective
internal accounting controls, including any complaint, allegation, assertion or claim that any WSFS Entity has engaged in questionable
accounting or auditing practices. No attorney representing any WSFS Entity, whether or not employed by any WSFS Entity, has reported
evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by WSFS or any of its officers,
directors or employees to the board of directors of WSFS or any committee thereof or to any director or officer of WSFS. To WSFS’s
Knowledge, there has been no instance of fraud by any WSFS Entity, whether or not material, that occurred during any period covered
by WSFS.
(d) Records. The records, systems, controls, data and information of the WSFS Entities are recorded, stored, maintained
and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are
under the exclusive ownership and direct control of the WSFS Entities or accountants (including all means of access thereto and
therefrom), except where such non-exclusive ownership and non-direct control has not had or would not reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect on WSFS. WSFS (i) has implemented and maintains
disclosure controls and procedures (as defined in Rule 13a-15 or 15d-15, as applicable, of the Exchange Act) to ensure the reliability
of the WSFS Financial Statements and to ensure that information relating to the WSFS Entities is made known to the chief executive
officer, chief financial officer or other members of executive management of WSFS by others within those entities as appropriate
(A) to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections
302 and 906 of the Sarbanes-Oxley Act, (B) which allow for maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the Assets of WSFS, (C) that provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of WSFS
are being made only in accordance with authorizations of management and directors of WSFS and (D) that provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of WSFS’s Assets that could have
a material effect on its financial statements and
(ii) has disclosed, based
on its most recent evaluation prior to the date hereof, to WSFS’s outside auditors and the audit committee of the board of directors
of WSFS (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that would be reasonably likely to adversely affect WSFS’s ability
to record, process, summarize and report financial information, and (y) any fraud, whether or not material, that involves management
or other employees who have a significant role in WSFS’s internal controls over financial reporting. To the Knowledge of WSFS,
there is no reason to believe that WSFS’s outside auditors and its chief executive officer and chief financial officer will not
be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of
the Sarbanes-Oxley Act, without qualification, when next due, if required.
(e) Auditor
Independence. Since December 31, 2017, the independent registered public accounting firm engaged to express its opinion with
respect to the WSFS Financial Statements included in the WSFS SEC Reports is, and has been throughout the periods covered thereby,
“independent” within the meaning of Rule 2-01 of Regulation S-X. As of the date hereof, the external auditor for WSFS
and the WSFS Bank has not resigned or been dismissed as a result of or in connection with any disagreements with WSFS or WSFS
Bank on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(f) Books and Records. Since December 31, 2017, the Books and Records of WSFS and WSFS Bank have been and are being
maintained in the Ordinary Course in accordance and compliance in all material respects with all applicable accounting requirements
and Laws and are complete and accurate in all material respects to reflect corporate action by WSFS and WSFS Bank.
5.7. Absence of Undisclosed Liabilities.
No
WSFS Entity has incurred any Liability except for Liabilities (a) incurred in the Ordinary Course that are not material in amount,
(b) incurred in connection with this Agreement and the transactions contemplated hereby, or (c) that are accrued or reserved against
in the consolidated balance sheet of WSFS as of December 31, 2020 included in the WSFS Financial Statements at and for the period
ending December 31, 2020.
5.8. Absence
of Certain Changes or Events.
Since
December 31, 2020, there has not been a Material Adverse Effect on WSFS.
5.9. Tax
Matters.
(a) All
WSFS Entities have timely filed with the appropriate Taxing authorities all material Tax Returns in all jurisdictions in which
such Tax Returns are required to be filed, and Tax Returns of the WSFS Entities are correct and complete in all material respects.
None of the WSFS Entities is the beneficiary of any extension of time within which to file any Tax Return (other than any extensions
to file Tax Returns automatically granted). All material Taxes of the WSFS Entities (whether or not shown on any Tax Return) that
are due have been fully and timely paid. There are no Liens for any material amount of Taxes (other than a Lien for Taxes not
yet due and payable) on any of the Assets of any of the WSFS Entities. No claim has been made in the last six years in writing
by an authority in a jurisdiction where any WSFS Entity does not file a Tax Return that such WSFS Entity may be subject to Taxes
by that jurisdiction.
(b) None
of the WSFS Entities has received any written notice of assessment or proposed assessment in connection with any material amount
of Taxes, and there are no threatened in writing or pending disputes, claims, audits or examinations regarding any Taxes of any
WSFS Entity or the Assets of any WSFS Entity which have not been paid, settled or withdrawn or for which adequate reserves have
not been established. None of the WSFS Entities has waived any statute of limitations in respect of any Taxes.
(c) Each
WSFS Entity has complied in all material respects with all applicable Laws relating to the withholding of Taxes and the payment
thereof to appropriate authorities, including Taxes required to have been withheld and paid in connection with amounts paid or
owing to any employee or independent contractor, and Taxes required to be withheld and paid pursuant to Sections 1441 and 1442
of the Internal Revenue Code or similar provisions under foreign Law.
(d) The
unpaid Taxes of each WSFS Entity (i) did not, as of the most recent fiscal month end, materially exceed the reserve for Tax Liability
(other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on
the face of the most recent balance sheet (rather than in any notes thereto) for such WSFS Entity and (ii) do not exceed that
reserve as adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the WSFS Entities
in filing their Tax Returns.
(e) None
of the WSFS Entities is a party to any Tax indemnity, allocation or sharing agreement (other than any agreement solely between
the WSFS Entities and other than any Tax indemnifications contained in credit or other commercial agreements the primary purpose
of which agreements does not relate to Taxes) and none of the WSFS Entities has been a member of an affiliated group filing a
consolidated federal income Tax Return (other than a group the common parent of which was WSFS) or has any Tax Liability of any
Person under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law (other than the other
members of the consolidated group of which WSFS is parent), or as a transferee or successor.
(f) During
the five-year period ending on the date hereof, none of the WSFS Entities was a distributing corporation or a controlled corporation
in a transaction intended to be governed by Section 355 of the Internal Revenue Code. During the five-year period ending on the
date hereof, none of the WSFS Entities was a United States real property holding corporation within the meaning of Section 897(c)(2)
of the Internal Revenue Code.
(g) None
of the WSFS Entities will be required to include after the Closing any material adjustment in taxable income pursuant to Section
481 of the Internal Revenue Code or any comparable provision under state or foreign Tax Laws as a result of transactions or events
occurring prior to the Closing. None of the WSFS Entities have participated in any “reportable transactions” within
the meaning of Treasury Regulation Section 1.6011-4.
5.10. Compliance with Laws.
(a) Each
WSFS Entity has, and since December 31, 2017, has had, in effect all Permits necessary for it to own, lease, or operate its material
Assets and to carry on its business as now conducted (and have paid all fees and assessments due and payable in connection therewith),
except where neither the cost of failure to hold nor the cost of obtaining and holding such Permit has had or would be reasonably
expected to have, either individually or in the aggregate, a Material Adverse Effect on WSFS. Since December 31, 2017, there has
occurred no material Default under any such Permit and to the Knowledge of WSFS no suspension or cancellation of any such Permit
is threatened. None of the WSFS Entities:
(i) is in Default under any of the provisions of its articles of incorporation or association or bylaws (or other governing
instruments);
(ii)
is in material Default under any Laws, Orders, or Permits applicable to its business or employees conducting its business;
or
(iii) subject
to Section 10.15, has since December 31, 2017 received any written notification or communication from any Regulatory Authority
or the staff thereof asserting that any WSFS Entity is not in compliance with any Laws or Orders, engaging in an unsafe or unsound
activity, or in troubled condition.
(b) Each
WSFS Entity is in compliance in all material respects with all applicable Laws, and all Orders or conditions imposed in writing
by a Regulatory Authority to which it or its Assets may be subject. WSFS and WSFS Bank are “well-capitalized” (as
that term is defined in applicable Laws).
(c) WSFS Bank is an “insured depository institution” as defined in the FDIA and applicable regulations thereunder,
has received a Community Reinvestment Act rating of “satisfactory” or better in its most recently completed performance
evaluation, and WSFS has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which would
reasonably be expected to result in WSFS Bank having its current rating lowered such that it is no longer “satisfactory”
or better.
5.11. Agreements
with Regulatory Authorities.
Subject
to Section 10.15, no WSFS Entity is subject to any cease and desist or other order or enforcement action issued by, or is a party
to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter, safety
and soundness compliance plan, or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay
any civil money penalty by, or has been a recipient of any supervisory letter from, or has adopted any policies, procedures or
board resolutions at the request or suggestion of any Regulatory Authority that currently restricts in any material respect the
conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit
or risk management policies, its management, its business or WSFS Bank’s acceptance of brokered deposits (each, whether
or not set forth in WSFS’s Disclosure Memorandum, a “WSFS Regulatory Agreement”), nor has any WSFS Entity been advised in writing or, to WSFS’s Knowledge, orally, since December 31, 2017, by any
Regulatory Authority that WSFS Bank is in troubled condition or that the Regulatory Authority is considering issuing, initiating,
ordering, or requesting any such WSFS Regulatory Agreement that is material to WSFS and its Subsidiaries, taken as a whole.
5.12. Legal
Proceedings.
(a) There
is no Litigation instituted or pending, or, to the Knowledge of WSFS, threatened against any WSFS Entity, or against any current
or former director, officer or employee of a WSFS Entity in their capacities as such or against any Employee Benefit Plan of any
WSFS Entity, or against any Asset, interest, or right of any of them, nor are there any Orders outstanding against any WSFS Entity,
in each case, that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect on WSFS. Section 5.12(a) of WSFS’s Disclosure Memorandum sets forth a list of all Litigation as of the date of this
Agreement to which any WSFS Entity is a party. Section 5.12(a) of WSFS’s Disclosure Memorandum sets forth a list of all
Orders to which any WSFS Entity is subject.
(b) There
is no Order imposed upon any WSFS Entity or the Assets of any WSFS Entity (or that, upon consummation of the Mergers, would apply
to any WSFS Entity) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect on any WSFS Entity.
5.13. Statements
True and Correct.
(a) None
of the information supplied or to be supplied by any WSFS Entity or any Affiliate thereof for inclusion (including by incorporation
by reference) in the Registration Statement to be filed by WSFS with the SEC will, when supplied or when the Registration Statement
becomes effective (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state
any material fact necessary to make the statements therein not misleading. The portions of the Registration Statement and the
Joint Proxy/Prospectus relating to WSFS Entities and other portions within the reasonable control of WSFS Entities will comply
as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
(b) None
of the information supplied or to be supplied by any WSFS Entity or any Affiliate thereof for inclusion (including by incorporation
by reference) in the Joint Proxy/Prospectus, and any other documents to be filed by a WSFS Entity or any Affiliate thereof with
any Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such information
is supplied and such documents are filed (or when incorporated by reference), and with respect to the Joint Proxy/Prospectus,
when first mailed to the stockholders of WSFS, be false or misleading with respect to any material fact, or omit to state any
material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,
or, in the case of the Joint Proxy/Prospectus or any amendment thereof or supplement thereto, at the time of the WSFS Meeting,
be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement
in any earlier communication with respect to the solicitation of any proxy for the WSFS Meeting.
5.14. Tax and Regulatory Matters.
No
WSFS Entity or, to the Knowledge of WSFS, any Affiliate thereof has taken or agreed to take any action, and WSFS does not have
any Knowledge of any agreement, plan or other circumstance, that is reasonably likely to (a) prevent the Merger or the Bank
Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code or
(b) materially impede or delay receipt of any of the Requisite Regulatory Approvals.
5.15. Brokers
and Finders.
Except
for Piper Sandler & Co., neither WSFS nor any of its officers, directors, employees, or Affiliates has employed any broker
or finder or incurred any Liability for any financial advisory fees, investment bankers’ fees, brokerage fees, commissions,
or finders’ fees in connection with this Agreement or the transactions contemplated hereby.
5.16. Opinion
of Financial Advisor.
The
board of directors of WSFS has received the opinion of Piper Sandler & Co. which, if initially rendered verbally has been
or will be confirmed by a written opinion, dated the date of this Agreement, to the effect that, as of such date and subject to
the various assumptions, procedures, matters, qualifications and limitations on the scope of review undertaken by Piper Sandler
& Co. as set forth therein, the Merger Consideration to be paid to the holders of Bryn Mawr Common Stock in the Merger is
fair, from a financial point of view, to WSFS. Such opinion has not been amended or rescinded as of the date of this Agreement.
5.17. Employee
Benefit Plans.
(a) Each
WSFS Benefit Plan is and has been maintained in all material respects in compliance with the terms of such WSFS Benefit Plan,
and in compliance with the applicable requirements of the Internal Revenue Code, ERISA, and any other applicable Laws. Each WSFS
Benefit Plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code is so qualified and has received
a favorable determination letter, or for a prototype plan, opinion letter, from the IRS that is still in effect and applies to
the WSFS Benefit Plan and on which such WSFS Benefit Plan is entitled to rely. To WSFS’s Knowledge, nothing has occurred
and no circumstance exists that would be reasonably expected to adversely affect the qualified status of such WSFS Benefit Plan.
(b) There
are no pending, or, to WSFS’s Knowledge, threatened claims or disputes under the terms of, or in connection with, the WSFS
Benefit Plans other than claims for benefits in the Ordinary Course that are not expected to result in material Liability to any
WSFS Entity, and no action, proceeding, prosecution, inquiry, hearing or investigation or audit has been commenced with respect
to any WSFS Benefit Plan.
(c) Each
WSFS Benefit Plan that is a health or welfare plan has been amended and administered in accordance with the requirements of the
Patient Protection and Affordable Care Act of 2010.
(d) All
contributions required to be made to any WSFS Benefit Plan by applicable Law or regulation or by any plan document or other contractual
undertaking, and all premiums due or payable with respect to insurance policies funding any WSFS Benefit Plan, for any period
through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid on or before
the date hereof, have been fully reflected on the Books and Records of WSFS.
5.18. Information Security.
To
WSFS’s Knowledge, since December 31, 2017, no third party has gained unauthorized access to any WSFS Systems owned or controlled
by any WSFS Entity, and the WSFS Entities have taken commercially reasonable steps and implemented commercially reasonable safeguards
to ensure that the WSFS Systems are secure from unauthorized access and free from any disabling codes or instructions, spyware,
Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment,
disablement, or destruction of, software, data or other materials. Each WSFS Entity has implemented backup and disaster recovery
policies, procedures and systems consistent with generally accepted industry standards applicable to such WSFS Entity and sufficient
to reasonably maintain the operation of the respective business of such WSFS Entity in all material respects. Each WSFS Entity
has implemented and maintains commercially reasonable measures and procedures designed to reasonably mitigate the risks of cybersecurity
breaches and attacks.
5.19.
Loan Matters.
(a) Except
as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on WSFS, each
Loan currently outstanding (i) is evidenced by notes, agreements or other evidences
of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens
which have been perfected, and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance
with its terms (except as may be limited by the Bankruptcy and Equity Exceptions). The notes or other credit or security documents
with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of
origination or purchase by a WSFS Entity and are complete and correct in all material respects.
(b) Each
outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered
and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance
with the relevant notes or other credit or security documents, Bryn Mawr’s written underwriting standards (and, in the case
of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable
requirements of Laws.
(c) All
Loans to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O) of any WSFS
Entity are and were originated in compliance in all material respects with all applicable Laws.
5.20. State
Takeover Statutes and Takeover Provisions.
WSFS
has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from
the requirements of any Takeover Statutes. WSFS has taken all action required to be taken by it in order to make this Agreement
and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with,
the requirements of any articles, sections or provisions of its articles of incorporation and bylaws concerning “business
combination,” “fair price,”
“voting requirement,” “constituency requirement” or other
related provisions. No WSFS Entity is the beneficial owner (directly or indirectly) of more than 10% of the outstanding capital
stock of Bryn Mawr entitled to vote in the election of Bryn Mawr’s directors.
5.21. No
Other Representations and Warranties.
(a) Except for the representations and warranties in this ARTICLE 5, WSFS does not make any express or implied representation or warranty
with respect to the WSFS Entities, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise)
or prospects, and WSFS hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing
disclaimer, and except for the representations and warranties made by WSFS in this ARTICLE 5, WSFS does not make and has not made
any representation to Bryn Mawr or any of Bryn Mawr’s Affiliates or Representatives with respect to any oral or written
information presented to Bryn Mawr or any of Bryn Mawr’s Affiliates or Representatives in the course of their due diligence
investigation of WSFS (including any financial projections or forecasts), the negotiation of this Agreement or in the course of
the transactions contemplated hereby.
(b)
Bryn Mawr acknowledges and agrees that WSFS has not made and is not making any express or implied representation or warranty
other than those contained in ARTICLE 5.
ARTICLE
6
CONDUCT OF BUSINESS PENDING CONSUMMATION
6.1. Affirmative
Covenants of Bryn Mawr.
From
the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written
consent of WSFS shall have been obtained (such consent not to be unreasonably withheld, conditioned or delayed), and except required
by Law, as otherwise expressly contemplated herein or as set forth in Section 6.1 of Bryn Mawr’s Disclosure Memorandum,
Bryn Mawr shall, and shall cause each of its Subsidiaries to, (a) operate its business only in the Ordinary Course and (b) use
its reasonable best efforts to preserve intact its business (including its organization, Assets, goodwill and insurance coverage),
and maintain its rights, authorizations, franchises, advantageous business relationships with customers, vendors, strategic partners,
suppliers, distributors and others doing business with it, and the services of its officers and Key Employees. Notwithstanding
anything to the contrary set forth in this Section 6.1 or Section 6.2, from the date of this Agreement until the earlier of the
Effective Time or the termination of this Agreement, Bryn Mawr will use reasonable best efforts to provide WSFS with prior written
notice of any actions Bryn Mawr or any Bryn Mawr Entity takes with respect to the Pandemic, including Pandemic Measures, that
differ from or are inconsistent with actions taken by Bryn Mawr with respect to the Pandemic prior to the date of this Agreement,
to the extent such actions would otherwise require consent of WSFS under this Section 6.1 or Section 6.2 or would have a material
impact on Bryn Mawr or any of its Subsidiaries.
6.2. Negative
Covenants of Bryn Mawr.
From
the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written
consent of WSFS shall have been obtained (such consent not to be unreasonably withheld, conditioned or delayed), and except as
required by Law, otherwise expressly contemplated herein or as set forth in Section 6.2 of Bryn Mawr’s Disclosure Memorandum,
Bryn Mawr covenants and agrees that it shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree
or commit to do, any of the following:
(a) amend
the articles of incorporation or association, bylaws or other governing instruments of any Bryn Mawr Entity;
(b) incur,
assume, guarantee, endorse or otherwise as an accommodation become responsible for any additional debt obligation or other obligation
for borrowed money (other than indebtedness incurred in the Ordinary Course) (it being understood and agreed that the incurrence
of indebtedness in the Ordinary Course shall include federal funds borrowings and Federal Home Loan Bank borrowings, the creation
of deposit liabilities, issuances of letters of credit, purchases of federal funds, sales of certificates of deposit and entry
into repurchase agreements);
(c) (i) repurchase, redeem, or otherwise acquire or exchange (other than in accordance with the terms of this Agreement), directly
or indirectly, any shares, or any securities convertible into or exchangeable or exercisable for any shares, of the capital stock
of any Bryn Mawr Entity (except for the acceptance of shares of Bryn Mawr Common Stock as payment for the exercise of Bryn Mawr
Stock Options or for withholding taxes incurred in connection with the exercise of Bryn Mawr Stock Options or the vesting or settlement
of Bryn Mawr Restricted Stock Awards and dividend equivalents thereon, in each case in the Ordinary Course and in accordance with
the terms of the applicable award agreements in effect on the date hereof), (ii) make, declare, pay or set aside for payment any
dividend or set any record date for or declare or make any other distribution in respect of Bryn Mawr’s capital stock or
other equity interests (except for (x) regular quarterly cash dividends by Bryn Mawr at a rate not in excess of $0.27 per share,
increasing to $0.28 per share beginning in the third quarter of 2021, of Bryn Mawr Common Stock, and required dividends in respect
of its trust preferred securities and (y) dividends paid by any of Bryn Mawr's wholly owned Subsidiaries in the Ordinary Course);
(d) issue,
grant, sell, pledge, dispose of, encumber, authorize or propose the issuance of, enter into any Contract to issue, grant, sell,
pledge, dispose of, encumber, or authorize or propose the issuance of, or otherwise permit to become outstanding, any additional
shares of Bryn Mawr Common Stock or any other capital stock of any Bryn Mawr Entity, or any stock appreciation rights, or any
option, warrant, or other Equity Right, except pursuant to the exercise of Bryn Mawr Stock Options or the vesting or settlement
of Bryn Mawr Restricted Stock Awards (and dividend equivalents thereon, if any), in each case, granted under the Bryn Mawr Stock
Plans prior to the date of this Agreement;
(e) directly
or indirectly adjust, split, combine or reclassify any capital stock or other equity interest of any Bryn Mawr Entity or issue
or authorize the issuance of any other securities in respect of or in substitution for shares of Bryn Mawr Common Stock, or sell,
transfer, lease, mortgage, permit any Lien, or otherwise dispose of, discontinue or otherwise encumber (i) any shares of
capital stock or other equity interests of any Bryn Mawr Entity (unless any such shares of capital stock or other equity interest
are sold or otherwise transferred to one of the Bryn Mawr Entities) or (ii) any Asset other than pursuant to Contracts in
force at the date of the Agreement or sales of investment securities in the Ordinary Course;
(f) (i)
purchase any securities or make any acquisition of or investment in (except in the Ordinary Course), either by purchase of stock
or other securities or equity interests, contributions to capital, Asset transfers, purchase of any Assets (including any investments
or commitments to invest in real estate or any real estate development project) or other business combination, or by formation
of any joint venture or other business organization or by contributions to capital (other than by way of foreclosures or acquisitions
of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in
the Ordinary Course), any Person other than a wholly owned Subsidiary of Bryn Mawr, or otherwise acquire direct or indirect control
over any Person or (ii) enter into a plan of consolidation, merger, share exchange, share acquisition, reorganization or complete
or partial liquidation with any Person (other than consolidations, mergers or reorganizations solely among wholly owned Bryn Mawr
Subsidiaries), or a letter of intent, memorandum of understanding or agreement in principle with respect thereto;
(g) (i)
grant any increase in compensation or benefits to the employees or officers of any Bryn Mawr Entity, except for merit-based or
promotion-based increases in annual base salary or wage rate for employees (other than directors or executive officers of Bryn
Mawr), in the Ordinary Course that do not exceed,
in the aggregate 1% of the aggregate cost of all employee annual base salaries
and wages in effect as of the date hereof, (ii) pay any (x) severance or termination pay or (y) any bonus, in either case other
than pursuant to a Bryn Mawr Benefit Plan in effect on the date hereof and in the case of clause (x) subject to receipt of an
effective release of claims from the employee, and in the case of clause (y) to the extent required under the terms of the Bryn
Mawr Benefit Plan without the exercise of any upward discretion, (iii) enter into, amend, or increase the benefits payable under
any severance, change in control, retention, bonus guarantees, collective bargaining agreement or similar agreement or arrangement
with employees or officers of any Bryn Mawr Entity (iv) fund any rabbi trust or similar arrangement, (v) terminate
the employment or services of any officer or any employee whose annual base compensation is greater than $100,000, other than
for cause, (vi) hire any officer, employee, independent contractor or consultant (who is a natural person) who has annual base
compensation greater than $100,000 or (vii) implement or announce any employee layoff that would reasonably be expected to implicate
the WARN Act;
(h) enter
into, amend or renew any employment or independent contractor Contract between any Bryn Mawr Entity and any Person requiring payments
thereunder in excess of $100,000 in any 12-month period that the Bryn Mawr Entity does not have the unconditional right to terminate
with more than 30 days’ notice without Liability (other than Liability for services already rendered), at any time on or
after the Effective Time;
(i) except
with respect to a Bryn Mawr Benefit Plan that is intended to be tax-qualified in the opinion of counsel is necessary or advisable
to maintain the tax qualified status, (i) adopt or establish any plan, policy, program or arrangement that would be considered
a Bryn Mawr Benefit Plan if such plan, policy, program or arrangement were in effect as of the date of this Agreement, or amend
in any material respect any existing Bryn Mawr Benefit Plan, terminate or withdraw from, or amend, any Bryn Mawr Benefit Plan,
(ii) make any distributions from such Bryn Mawr Benefit Plans, except as required by the terms of such plans, or (iii) fund or
in any other way secure the payment of compensation or benefits under any Bryn Mawr Benefit Plan;
(j) except
in each case as may be required to conform to changes in Tax Laws or regulatory accounting requirements or GAAP, as applicable,
make any material change in any accounting principles, practices or methods or systems of internal accounting controls; or make
or change any material Tax election, Tax accounting method, taxable year or period; amend any material Tax Returns; extend or
waive any statute of limitations with respect to the assessment or determination of Taxes; settle or compromise any material Tax
liability of any Bryn Mawr Entity, enter into any closing agreement with respect to any material Tax; surrender any right to claim
a material Tax refund; secure a PPP Loan; or claim any other Tax relief or Tax benefit under a COVID-19 Relief Law;
(k) commence any Litigation other than in the Ordinary Course, or settle, waive or release or agree or consent to the issuance of
any Order in connection with any Litigation (i) involving any Liability of any Bryn Mawr Entity for money damages in excess of
$500,000 or that would impose any material restriction on the operations, business or Assets of any Bryn Mawr Entity or the Surviving
Corporation or (ii) arising out of or relating to the transactions contemplated hereby;
(l) (i) enter into, renew, extend, modify, amend or terminate any Bryn Mawr Contract, any material Advisory Agreement or material
customer agreement with respect to broker dealer activities, or any Contract which would be a Bryn Mawr Contract if it were in
existence on the date hereof or (ii) waive, release, compromise or assign any material rights or claims under any Contract described
in clause (i);
(m) (i)
enter into any new line of business or, except as required by policies imposed by a Regulatory Authority, change in any material
respect its lending, investment, risk and asset-liability management, interest rate, fee pricing or other material banking or
operating policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable
with respect to its loan portfolio or any segment thereof), (ii) change its policies and practices with respect to underwriting,
pricing, originating, acquiring, selling, servicing
or buying or selling rights to service Loans except as required by policies
imposed by a Regulatory Authority or (iii) change or revoke any systems of internal accounting controls or disclosure controls;
(n) make,
or commit to make, any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate, except as contemplated
in the capital expenditure budget previously made available by Bryn Mawr to WSFS;
(o) materially
change or restructure its investment securities portfolio policy, its hedging practices or policies, or change its policies with
respect to the classification or reporting of such portfolios, other than (i) in the Ordinary Course or (ii) as may be required
by GAAP or policies imposed by a Regulatory Authority;
(p) take
any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected
to prevent or impede, the Merger or the Bank Merger from qualifying as a “reorganization” within the meaning of Section
368(a) of the Internal Revenue Code;
(q) make
or acquire any Loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment for any Loan,
or amend or modify in any material respect any Loan (including in any manner that would result in any additional extension of
credit, principal forgiveness, or effect any uncompensated release of collateral, i.e., at a value below the fair market
value thereof as determined by Bryn Mawr), except (i) new Loans not in excess of $10,000,000 or (ii) existing Loans or commitments
for Loans that would not cause the aggregate extension for credit for an existing relationship to exceed $15,000,000, unless the
renewal, amendment, modification or other change to an existing Loan would cause such Loan or Loans to exceed $10,000,000; provided,
that any consent from WSFS sought pursuant to this Section 6.2(q) shall not be unreasonably withheld, conditioned or delayed; provided, further,
that, if WSFS does not respond to any such request for consent within three business days after the relevant loan package is provided
to WSFS, such non-response shall be deemed to constitute consent pursuant to this Section 6.2(q);
(r) take
any action that is intended to or which would reasonably be expected to adversely affect, impede or materially delay (i) the receipt
of any approvals of any Regulatory Authority required to consummate the transactions contemplated by this Agreement, (ii) the
consummation of the transactions contemplated by this Agreement, or (iii) performance of its covenants and agreements in this
Agreement;
(s) notwithstanding
any other provision hereof, take any action that is reasonably likely to result in any of the conditions set forth in ARTICLE
8 not being satisfied, or adversely affect, delay or materially impair its ability to perform its obligations, covenants, and
agreements under this Agreement or to consummate the transactions contemplated hereby; or
(t) agree to take, make any commitment to take, or adopt any resolutions of Bryn Mawr’s board of directors in support
of, any of the actions prohibited by this Section 6.2.
6.3. Covenants
of WSFS.
From
the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written
consent of Bryn Mawr shall have been obtained (such consent not to be unreasonably withheld, conditioned or delayed), and except
required by Law, as otherwise expressly contemplated herein or as set forth in Section 6.3 WSFS’s Disclosure Memorandum,
WSFS covenants and agrees that it shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit
to do, any of the following:
(a) amend
the articles of incorporation, bylaws or other governing instruments of WSFS or any Significant Subsidiaries (as defined in Regulation
S-X promulgated by the SEC) of WSFS in a manner that would adversely affect Bryn Mawr or the holders of Bryn Mawr Common Stock
adversely relative to other holders of WSFS Common Stock;
(b) adopt
or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or
a dissolution, in each case, of WSFS;
(c) take
any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected
to prevent or impede, the Merger or the Bank Merger from qualifying as a “reorganization” within the meaning of Section
368(a) of the Internal Revenue Code;
(d) take
any action that is intended to or which would reasonably be expected to adversely affect, impede or materially delay (i) the receipt
of any approvals of any Regulatory Authority required to consummate the transactions contemplated by this Agreement, (ii) the
consummation of the transactions contemplated by this Agreement, or (iii) performance of its covenants and agreements in this
Agreement;
(e) notwithstanding
any other provision hereof, take any action that is reasonably likely to result in any of the conditions set forth in ARTICLE
8 not being satisfied, or adversely affect, delay or materially impair its ability to perform its obligations, covenants, and
agreements under this Agreement or to consummate the transactions contemplated hereby; or
(f) agree
to take, make any commitment to take, or adopt any resolutions of WSFS’s board of directors in support of, any of the actions
prohibited by this Section 6.3.
ARTICLE
7
ADDITIONAL AGREEMENTS
7.1. Registration
Statement; Joint Proxy/Prospectus; Stockholder Approval.
(a) WSFS
and Bryn Mawr shall promptly prepare and file with the SEC, the Joint Proxy/Prospectus and WSFS shall prepare and file with the
SEC the Registration Statement (including the Joint Proxy/Prospectus) as promptly as reasonably practicable after the date of
this Agreement, subject to full cooperation of both Parties and their respective advisors and accountants. WSFS and Bryn Mawr
agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants
in the preparation of the Registration Statement and the Joint Proxy/Prospectus. Each of WSFS and Bryn Mawr agrees to use its
reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably
practicable after filing thereof, and to promptly thereafter mail or deliver the Joint Proxy/Prospectus (including the Registration
Statement) to the respective stockholders of each of Bryn Mawr and WSFS. WSFS also agrees to use its reasonable best efforts to
obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions
contemplated by this Agreement, and Bryn Mawr shall furnish all information concerning Bryn Mawr and the holders of Bryn Mawr
Common Stock as may be reasonably requested in connection with any such action.
(b) Each
of Bryn Mawr and WSFS shall duly call, give notice of, establish a record date for, convene and hold a stockholders’ meeting
(the “Bryn Mawr Meeting” and the “WSFS Meeting” respectively), to be held as promptly as
reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of obtaining the Bryn
Mawr Shareholder Approval and the WSFS Stockholder Approval and, such other matters of the type customarily brought before an
annual or special meeting of stockholders. Bryn Mawr and WSFS shall use their reasonable best efforts to cooperate to hold the
Bryn Mawr Meeting and the WSFS Meeting, which such meetings may be held virtually subject to applicable Law and the organizational
documents of Bryn Mawr and WSFS, as the case may be, on the same day and at the same time, and to set the same record date for
each such meeting.
(c) Subject
to Section 7.2, the board of directors of each of Bryn Mawr and WSFS shall (i) recommend to its respective stockholders the approval
of (A) this Agreement and the transactions contemplated hereby, in the case of Bryn Mawr (the “Bryn Mawr Recommendation”),
and (B) this Agreement and the transactions contemplated hereby, including the WSFS Share Issuance, in the case of WSFS (the “WSFS
Recommendation”), (ii) include such Bryn Mawr Recommendation and WSFS Recommendation in the Joint Proxy/Prospectus,
and (iii) use its reasonable best efforts to obtain the Bryn Mawr Shareholder Approval, in the case of Bryn Mawr, and the WSFS
Stockholder Approval, in the case of WSFS.
(d) Subject
to Section 7.2(d), neither the board of directors of Bryn Mawr nor any committee thereof shall (i) withhold, withdraw, qualify
or modify, or propose publicly to withhold, withdraw, qualify or modify, in a manner adverse to WSFS, the Bryn Mawr Recommendation,
(ii) fail to make the Bryn Mawr Recommendation, in the Joint Proxy/Prospectus, or otherwise submit this Agreement to its stockholders
without recommendation, (iii) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B)
reaffirm the Bryn Mawr Recommendation, in each case within ten Business Days (or such fewer number of days as remains prior to
the Bryn Mawr Meeting) after an Acquisition Proposal is made public or any request by the other party to do so, (iv) adopt, approve,
recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition
Proposal, or (v) take any action, or make any public statement, filing or release inconsistent with the Bryn Mawr Recommendation,
or submit this Agreement to the Bryn Mawr’s shareholders without recommendation (any of the foregoing being a “Change
in the Bryn Mawr Recommendation”).
(e) Subject
to 7.2(e), neither the board of directors of WSFS nor any committee thereof shall (i) withhold, withdraw, qualify or modify, or
propose publicly to withhold, withdraw, qualify or modify, in a manner adverse to Bryn Mawr, the WSFS Recommendation, (ii) fail
to make the WSFS Recommendation, in the Joint Proxy/Prospectus, or otherwise submit this Agreement to its stockholders without
recommendation, or (iii) take any action, or make any public statement, filing or release inconsistent with the WSFS Recommendation,
or submit this Agreement and the WSFS Share Issuance to the WSFS’s stockholders without recommendation (any of the foregoing
being a “Change in the WSFS Recommendation”).
(f) Bryn Mawr or WSFS, as applicable, shall adjourn or postpone its respective stockholder meeting if, as of the time for which
such meeting is scheduled there are insufficient shares of Bryn Mawr Common Stock or WSFS Common Stock, as the case may be, represented
(either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Bryn Mawr or WSFS shall
also adjourn or postpone its respective stockholder meeting if, as of the time for which such meeting is scheduled, Bryn Mawr
or WSFS, as the case may be, has not recorded proxies representing a sufficient number of shares necessary to obtain the Bryn
Mawr Shareholder Approval or the WSFS Stockholder Approval. Notwithstanding anything to the contrary herein, each of the WSFS
Meeting and Bryn Mawr Meeting shall be convened and this Agreement shall be submitted to the stockholders of each of WSFS and
Bryn Mawr at the WSFS Meeting and Bryn Mawr Meeting, respectively, for the purpose of voting on the approval of this Agreement
and the WSFS Share Issuance, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed
to relieve either WSFS or Bryn Mawr of such obligation. Each of WSFS and Bryn Mawr shall only be required to adjourn or postpone
the WSFS Meeting and Bryn Mawr Meeting, as the case may be, two times pursuant to the first sentence of this Section 7.1(f).
7.2. Acquisition
Proposals.
(a) No
Bryn Mawr Entity shall, and it shall cause its Representatives not to, directly or indirectly, (i) solicit, initiate, encourage
(including by providing information or assistance), facilitate or induce any Acquisition Proposal, (ii) engage or participate
in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any confidential or nonpublic
information or data in connection with, or take any
other action to facilitate
any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal,
except to notify a Person that has made or, to the Knowledge of Bryn Mawr, is making inquiries with respect to, or is considering making,
an Acquisition Proposal, of the existence of this Section 7.2, (iii) approve, agree to, accept, endorse or recommend any Acquisition
Proposal, (iv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any
Acquisition Agreement contemplating or otherwise relating to any Acquisition Transaction, or (v) otherwise cooperate in any way
with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.
Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2 by any Subsidiary or
Representative of Bryn Mawr shall constitute a breach of this Section 7.2 by Bryn Mawr. In addition to the foregoing, Bryn Mawr shall
not submit to the vote of its shareholders any Acquisition Proposal other than the Merger.
(b) Notwithstanding
anything to the contrary in Section 7.2(a), if Bryn Mawr or any of its Representatives receives an unsolicited, bona fide written
Acquisition Proposal by any Person at any time prior to the Bryn Mawr Shareholder Approval that did not result from or arise in
connection with a breach of Section 7.2(a), Bryn Mawr and its Representatives may, prior to (but not after) the Bryn Mawr Meeting,
take the following actions if the board of directors of Bryn Mawr (or any committee thereof) has (i) determined, in its good faith
judgment (after consultation with Bryn Mawr’s financial advisors and outside legal counsel), that such Acquisition Proposal
constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such actions would reasonably
likely cause it to violate its fiduciary duties under applicable Law, and (ii) obtained from such Person an executed confidentiality
agreement containing terms at least as restrictive with respect to such Person as the terms of the Confidentiality Agreement is
in each provision with respect to WSFS (and such confidentiality agreement shall not provide such Person with any exclusive right
to negotiate with Bryn Mawr): (A) furnish information to (but only if Bryn Mawr shall have provided such information to WSFS prior
to furnishing it to any such Person), and (B) enter into discussions and negotiations with, such Person with respect to such unsolicited,
bona fide written Acquisition Proposal.
(c) Promptly
(but in no event more than 24 hours) following receipt of any Acquisition Proposal or any request for nonpublic information or
any inquiry that could reasonably be expected to lead to any Acquisition Proposal, Bryn Mawr shall advise WSFS in writing of the
receipt of such Acquisition Proposal, request or inquiry, the name of the person making such Acquisition Proposal, request or
inquiry, and the terms and conditions of such Acquisition Proposal, request or inquiry (including, in each case, the identity
of the Person making any such Acquisition Proposal, request or inquiry), and Bryn Mawr shall as promptly as practicable provide
to WSFS (i) a copy of such Acquisition Proposal, request or inquiry, if in writing, or (ii) a written summary of the material
terms of such Acquisition Proposal, request or inquiry, if oral. Bryn Mawr shall provide WSFS as promptly as practicable (but
in no event more than 24 hours) with notice setting forth all such information as is necessary to keep WSFS informed on a current
basis of all developments, discussions, negotiations and communications regarding (including amendments or proposed amendments
to) such Acquisition Proposal, request or inquiry.
(d) Notwithstanding
anything herein to the contrary, at any time prior to the Bryn Mawr Meeting, the board of directors of Bryn Mawr may make a Change
in the Bryn Mawr Recommendation (including, for the avoidance of doubt, approving, endorsing or recommending any Acquisition Proposal),
if (i) Bryn Mawr has received a Superior Proposal (after giving effect to the terms of any revised offer by WSFS pursuant to this
Section 7.2(d)), and (ii) the board of directors of Bryn Mawr has determined in good faith, after consultation with outside legal
counsel, that the failure to take such action would be a violation of the directors’
fiduciary duties under applicable Law; provided, that the board of directors of Bryn Mawr may not take the actions set forth in
this Section 7.2(d) unless:
(i)
Bryn Mawr has complied in all material respects with this Section 7.2;
(ii)
Bryn Mawr has provided WSFS at least five Business Days prior written notice of its intention to take such action and a
reasonable description of the events or circumstances giving rise to its determination to take such action (including all necessary
information under Section 7.2(c));
(iii) during such five Business Day period, Bryn Mawr has and has caused its financial advisors and outside legal counsel to,
consider and negotiate with WSFS in good faith (to the extent WSFS desires to so negotiate) regarding any proposals, adjustments
or modifications to the terms and conditions of this Agreement proposed by WSFS; and
(iv) the board of directors of Bryn Mawr has determined in good faith, after consultation with outside legal counsel and considering
the results of such negotiations and giving effect to any proposals, amendments or modifications proposed to by WSFS, if any,
that such Superior Proposal remains a Superior Proposal and that failure to make a Change in the Bryn Mawr Recommendation would
be a violation of the director’s fiduciary duties under applicable Law and, in which event, the board of directors of Bryn
Mawr may communicate the basis for its lack of Bryn Mawr Recommendation to its shareholders in the Joint Proxy/Prospectus or an
appropriate amendment or supplement thereto to the extent required by Law; provided, that the resolution approving this Agreement
as of the date hereof may not be rescinded or amended.
Any material
amendment to any Superior Proposal, will be deemed to be a new Superior Proposal for purposes of this Section 7.2(d) and will
require a new determination and notice period as referred to in this Section 7.2(d).
(e) Notwithstanding anything herein to the contrary, at any time prior to the WSFS Meeting, the board of directors of WSFS
may make a Change in the WSFS Recommendation, if the board of directors of WSFS has determined in good faith, after consultation
with outside legal counsel, that the failure to take such action would be a violation of the directors’ fiduciary duties
under applicable Law; provided, that the board of directors of WSFS may not take the actions set forth in this Section 7.2(e)
unless:
(i) WSFS has provided Bryn Mawr at least five Business Days prior written notice of its intention to take such action and a
reasonable description of the events or circumstances giving rise to its determination to take such action;
(ii) during
such five Business Day period, WSFS has and has caused its financial advisors and outside legal counsel to, consider and negotiate
with Bryn Mawr in good faith (to the extent Bryn Mawr desires to so negotiate) regarding any proposals, adjustments or modifications
to the terms and conditions of this Agreement proposed by Bryn Mawr; and
(iii) the board of directors of WSFS has determined in good faith, after consultation with outside legal counsel and considering
the results of such negotiations and giving effect to any proposals, amendments or modifications proposed by Bryn Mawr, if any,
that failure to make a Change in the WSFS Recommendation would be a violation of the director’s fiduciary duties under applicable
Law and, in which event, the board of directors of WSFS may communicate the basis for its lack of WSFS Recommendation to its stockholders
in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that
the resolution approving this Agreement as of the date hereof may not be rescinded or amended.
(f) Bryn
Mawr and Bryn Mawr Subsidiaries shall, and Bryn Mawr shall direct its Representatives to, (i) immediately cease and cause
to be terminated any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect
to any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) request the
prompt return or destruction of all confidential information previously furnished to any Person (other than WSFS and its Representatives)
that has made or
indicated an intention
to make an Acquisition Proposal, and (iii) not waive or amend any “standstill” provision or provisions of similar effect
to which it is a party or of which it is a beneficiary and shall strictly enforce any such provisions.
(g) Nothing
contained in this Agreement shall prevent Bryn Mawr or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under
the Exchange Act or Item 1012(a) of Regulation M-A with respect to an Acquisition Proposal or from making any legally required
disclosure to the stockholders of Bryn Mawr; provided, that such rules will in no way eliminate or modify the effect that any
action pursuant to such rules would otherwise have under this Agreement.
7.3. Exchange Listing.
WSFS
shall use its reasonable best efforts to list, prior to the Effective Time, on Nasdaq, subject to official notice of issuance,
the shares of WSFS Common Stock to be issued to the holders of Bryn Mawr Common Stock pursuant to the Merger, and WSFS shall give
all notices and make all filings with Nasdaq required in connection with the transactions contemplated herein.
7.4. Consents of Regulatory Authorities.
(a) WSFS
and Bryn Mawr shall, and shall cause their respective Subsidiaries to, cooperate and use their respective reasonable best
efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permits and Consents,
of all third parties and Regulatory Authorities that are necessary or advisable to consummate the transactions contemplated by
this Agreement (including the Mergers), and to comply with the terms and conditions of all such Permits and Consents of all such
third parties and Regulatory Authorities. Each of WSFS and Bryn Mawr shall use its reasonable best efforts to resolve objections,
if any, which may be asserted with respect to this Agreement or the transactions contemplated hereby under any applicable Law
or Order or by any Regulatory Authority. Notwithstanding the foregoing, in no event shall any WSFS Entities be required, and the
Bryn Mawr Entities shall not be permitted (without WSFS’s prior written consent), to take any action, or commit to take
any action, or to accept any restriction, commitment, or condition, involving the WSFS Entities or the Bryn Mawr Entities, which
would be materially financially burdensome to the business, operations, financial condition or results of operations of WSFS and
its Subsidiaries, taken as a whole, after giving effect to the Merger (any such condition, commitment, or restriction, a “Burdensome
Condition”).
(b) Each of WSFS and Bryn Mawr shall have the right to review in advance, and to the extent practicable each will
consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all
written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this
Agreement, provided, that Bryn Mawr shall not have the right to review portions of material filed by WSFS with a Regulatory Authority
that contain competitively sensitive business or other proprietary information or confidential supervisory information filed under
a claim of confidentiality. In exercising the foregoing right, each of the Parties agrees to act reasonably and as promptly
as practicable. Each Party agrees that it will consult with the other Party with respect to the obtaining of all Permits
and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by
this Agreement and each Party will keep the other Party apprised of the status of matters relating to completion of the transactions
contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority
the Consent of which is required for the consummation of the Mergers and the other transactions contemplated by this Agreement
that causes such Party to believe that there is a reasonable likelihood that any required Consent from a Regulatory Authority
will not be obtained or that the receipt of such Consent may be materially delayed. Except for non-material routine communications
between counsel and a Regulatory Authority relating to the regulatory approval process or status, each Party shall consult with
the other in advance of any meeting or conference with any Regulatory Authority in connection with the transactions contemplated
by this Agreement and, to the extent permitted by such Regulatory Authority, give the other Party and/or its counsel the opportunity
to attend and participate in such meetings and conferences.
(c) Subject
to Section 10.15, each Party agrees, upon request, subject to applicable Laws, to promptly furnish the other Party with all information
concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably be necessary
or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries
to any third party and/or Regulatory Authority.
7.5. Access
to Information; Confidentiality and Notification of Certain Matters.
(a) Bryn Mawr and WSFS shall each promptly advise the other of any fact, change, event or circumstance (i) that has had or
would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on it or (ii) which it
believes would or would reasonably be likely to cause or constitute a material breach of any of its representations, warranties
or covenants contained herein or that reasonably could be expected to give rise, individually or in the aggregate, to the failure
of a condition in ARTICLE 8; provided, that any failure to give notice in accordance with the foregoing with respect to any breach
shall not be deemed to constitute a violation of this Section 7.5(a) or the failure of any condition set forth in Section 8.2
or 8.3 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case
unless the underlying breach would independently result in a failure of the conditions set forth in Section 8.2 or 8.3 to be satisfied;
and provided, further, that the delivery of any notice pursuant to this Section 7.5(b) shall not cure any breach of, or noncompliance
with, any other provision of this Agreement or limit the remedies available to WSFS or Bryn Mawr.
(b) Prior
to the Effective Time, upon reasonable notice and subject to applicable Laws and Section 10.15, each of Bryn Mawr and WSFS shall,
and shall cause each of their respective Subsidiaries to, afford to the Representatives of the other Party, access during normal
business hours to its books, records, Contracts, properties and personnel and such other information as the other Party may reasonably
request and furnish to the other Party promptly all other information concerning its business, properties and personnel as the
other Party may reasonably request, provided, that such access or requests shall not unreasonably interfere with normal operations
of the Party. No investigation by either Party or their respective Representatives shall affect or be deemed to modify or waive
any representation, warranty, covenant or agreement in this Agreement, or the conditions to such Party’s obligation to consummate
the transactions contemplated by this Agreement. Neither Bryn Mawr nor WSFS nor any of their respective Subsidiaries shall be
required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights
of Bryn Mawr’s or WSFS’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution
in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense
or similar agreement between the Parties) or contravene any Law, fiduciary duty or binding Contract entered into prior to the
date of this Agreement or to the extent that Bryn Mawr or WSFS, as the case may be, impose any reasonable restrictions with respect
to in-person access in light of the Pandemic or the Pandemic Measures, including the health and safety of such party’s employees.
The Parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding
sentence apply.
(c) Each
Party shall, and shall cause its Subsidiaries and Representatives to, hold and use any information obtained in connection with
this Agreement and in pursuit of the transactions contemplated hereby in accordance with the terms of the letter agreement, dated
January 27, 2021, between WSFS and Bryn Mawr (the “Confidentiality Agreement”).
7.6. Press
Releases.
Bryn
Mawr and WSFS shall consult with each other before issuing any press release or other public disclosure or communication (including
communications to employees, agents and contractors) related to this Agreement or the transactions contemplated hereby and shall
not issue such press release or other public disclosure without the prior written consent of the other Party (which consent shall
not be unreasonably withheld,
delayed or conditioned); provided, that nothing in this Section 7.6 shall be deemed to prohibit
any Party from making any press release or other public disclosure as may, upon the advice of outside counsel, be required by
Law or the rules or regulations of any United States or non-United States securities exchange, in which case the Party required
to make the release or disclosure shall use its reasonable best efforts to allow the other Party reasonable time to comment on
such release or disclosure in advance of the issuance thereof. The Parties have agreed upon the form of a joint press release
announcing the execution of this Agreement.
7.7. Tax
Treatment.
(a) Each
of the Parties intends, and undertakes and agrees to use its reasonable best efforts to cause the Merger and the Bank Merger,
and to take no action which would cause the Merger and the Bank Merger not, to each qualify as a “reorganization”
within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes. The Parties adopt this Agreement
as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and for purposes of Sections
354 and 361 of the Internal Revenue Code.
(b) Each
of the Parties shall use its reasonable best efforts to cause their appropriate officers to execute and deliver to Covington &
Burling LLP and to Squire Patton Boggs (US) LLP, certificates containing appropriate representations and covenants, reasonably
satisfactory in form and substance to each such counsel, at such time or times as may be reasonably requested by each such counsel,
including as of the effective date of the Joint Proxy/Prospectus and the Closing Date, in connection with such counsels’
deliveries of opinions with respect to the Tax treatment of the Merger and the Bank Merger.
(c) Unless
otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code,
each of WSFS and Bryn Mawr shall report the Merger and the Bank Merger as a “reorganization” within the meaning of
Section 368(a) of the Internal Revenue Code and shall not take any inconsistent position therewith in any Tax Return.
7.8. Employee
Benefits and Contracts.
(a) For a period of one year following the Effective Time, except as contemplated by this Agreement, WSFS shall, or shall cause
the Surviving Corporation to, provide to employees who are actively employed by a Bryn Mawr Entity at the Effective Time (“Covered
Employees”) while employed by WSFS following the Closing Date employee benefits under WSFS Benefit Plans, on terms and
conditions which are, in the aggregate, substantially comparable to those provided by WSFS Entities to their similarly situated
employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any
WSFS Entity. Until such time as WSFS shall cause the Covered Employees to participate in the applicable WSFS Benefit Plans, the
continued participation of the Covered Employees in the Bryn Mawr Benefit Plans shall be deemed to satisfy the foregoing provisions
of this clause (it being understood that participation in WSFS Benefit Plans may commence at different times with respect to each
of WSFS Benefit Plans). For purposes of determining eligibility to participate and vesting under WSFS Benefit Plans, and for purposes
of determining a Covered Employee’s entitlement to paid time off under WSFS’s paid time off program, the service of
the Covered Employees with a Bryn Mawr Entity prior to the Effective Time shall be treated as service with a WSFS Entity participating
in such WSFS Benefit Plans, to the same extent that such service was recognized by the Bryn Mawr Entities for purposes of a similar
benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee
with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which
similarly-situated employees of WSFS Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either
with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under
a defined benefit pension plan.
(b) From
and after the Effective Time, without limiting the generality of Section 7.8(a), with respect to each Covered Employee (and their
beneficiaries) WSFS shall use reasonable best efforts to cause each life, disability, medical, dental or health plan of WSFS or
its Subsidiaries in which each such Covered Employee becomes eligible to participate (to the extent permitted by the applicable
carrier) to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable life,
disability, medical, dental or health plans of the Bryn Mawr Entities, (ii) provide credit under medical, dental and health plans
for any deductibles, co-payment and out-of-pocket expenses incurred by the Covered Employees (and their beneficiaries) under analogous
plans of the Bryn Mawr Entities prior to the Effective Time during the portion of the applicable plan year prior to participation,
and (iii) waive any waiting period limitation, actively-at-work requirement or evidence of insurability requirement that would
otherwise be applicable to such Covered Employees and their beneficiaries on or after the Effective Time to the extent such employee
or beneficiary had satisfied any similar limitation or requirement under an analogous plan prior to the Effective Time.
(c) Bryn
Mawr shall, effective no later than 90 days prior to the anticipated Closing Date, take all necessary and appropriate actions,
including any plan amendment, loan policy amendment and communications to participants, to provide that no further participant
loans may be taken from any Bryn Mawr Benefit Plan that is defined contribution plan with a 401(k) feature (the “Bryn
Mawr 401(k) Plan”). The form and substance of the amendments, documents and notices effecting such action shall be subject
to the prior review and written approval of WSFS (such approval not to be unreasonably withheld, conditioned or delayed), and
Bryn Mawr shall deliver to WSFS an executed or final copy of such amendments, documents and notices and shall fully comply with
such amendments, documents and notices. Bryn Mawr shall, effective no later than the day immediately preceding the Closing Date
(the “401(k) Plan Termination Date”) and contingent upon the Closing, adopt such necessary resolutions and/or
amendments to the Bryn Mawr 401(k) Plan to terminate the Bryn Mawr 401(k) Plan as of the 401(k) Plan Termination Date. The form
and substance of such resolutions and any necessary amendments shall be subject to the prior review and written approval of WSFS
(such approval not to be unreasonably withheld, conditioned or delayed), and Bryn Mawr shall deliver to WSFS an executed copy
of such resolutions and any necessary amendments as soon as practicable following their adoption by the board of directors of
Bryn Mawr and shall fully comply with such resolutions and any necessary amendments.
(d) Upon
request by WSFS in writing prior to the Closing Date, the Bryn Mawr Entities shall cooperate in good faith with WSFS prior to
the Closing Date to amend, freeze, terminate or modify any other Bryn Mawr Benefit Plan to the extent and in the manner determined
by WSFS effective upon the Closing Date (or at such different time mutually agreed to by the Parties) and consistent with applicable
Law. Bryn Mawr shall provide WSFS with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate
the actions contemplated by this Section 7.8(d), as applicable, and give WSFS a reasonable opportunity to comment on such documents
(which comments shall be considered in good faith), and prior to the Closing Date, Bryn Mawr shall provide WSFS with the final
documentation evidencing that the actions contemplated herein have been effectuated.
(e) Without
limiting the generality of Section 10.4, nothing in this Agreement, expressed or implied, is intended to confer upon any Person,
including any current or former employee, officer, director or consultant of Bryn Mawr or any of its Subsidiaries or Affiliates,
any rights, remedies, obligations, or liabilities under or by reason of this Agreement. In no event shall the terms of this Agreement:
(i) establish, amend, or modify any Bryn Mawr Benefit Plan or any “employee benefit plan” as defined in Section 3(3)
of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by WSFS, Bryn Mawr or any of their
respective Affiliates, (ii) alter or limit the ability of Surviving Corporation, WSFS or any of their Subsidiaries or Affiliates
to amend, modify or terminate any Bryn Mawr Benefit Plan, employment agreement or any other benefit or employment plan, program,
agreement or arrangement after the Closing Date, or (iii) confer upon any current or former employee, officer, director or consultant
of Bryn Mawr or any of its Subsidiaries or Affiliates, any right to employment or continued employment or continued service with
WSFS or any WSFS Subsidiaries, the Surviving Corporation or the Bryn Mawr Entities, or constitute or create an employment
agreement
with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, Bryn Mawr, WSFS or any Subsidiary
or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Bryn Mawr or any
of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause.
(f) On
the Closing Date, Bryn Mawr shall provide WSFS with a list of employees who have suffered an “employment loss” (as
defined in the WARN Act) in the 90 days preceding the Closing Date or had a reduction in hours of a least 50% in the 180 days
preceding the Closing Date, each identified by date of employment loss or reduction in hours, employing entity and facility location.
(g) To
the extent any payments or benefits made with respect to, or which could arise as a result of, this Agreement or the transactions
contemplated hereby, could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1)
of the Internal Revenue Code, Bryn Mawr shall, prior to the Closing Date, cooperate in good faith with WSFS to effect reasonable
measures to minimize any such payments or benefits from being characterized as “excess parachute payments” within
the meaning of Section 280G(b)(1) of the Internal Revenue Code.
(h) The
parties shall perform the actions set forth on Section 7.8 of each of Bryn Mawr’s and WSFS’s Disclosure Memorandum.
7.9. Indemnification.
(a) From
and after the Effective Time, each of WSFS and the Surviving Corporation shall indemnify, defend and hold harmless, to the fullest
extent permitted, the present and former directors or officers of the Bryn Mawr Entities, and any present and former employee
or agent of the Bryn Mawr Entities entitled to indemnification and advancement of expenses under Bryn Mawr’s organizational
documents or any agreements providing for indemnification by the Bryn Mawr Entities in place on the date hereof (each,
an “Indemnified Party”), against all costs or expenses (including reasonable attorneys’ fees), judgements,
fines, losses, claims, damages or liabilities incurred in connection with any threatened or actual claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative, arising out of or pertaining to, the fact that such person is or was
a director, officer, employee or agent of the Bryn Mawr Entities or, at Bryn Mawr’s request, of another corporation, partnership,
joint venture, trust or other enterprise and pertaining to matters, acts or omissions existing or occurring at or prior to the
Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the transactions
contemplated by this Agreement) (each a “Claim”), whether asserted or claimed prior to, at or after the Effective
Time, to the fullest extent permitted under Bryn Mawr’s organizational documents in place on the date hereof and applicable
Law (and WSFS or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable
Law; provided, that the Indemnified Party to whom expenses are advanced provides a written undertaking to repay such advances
if it is ultimately determined that such Indemnified Party is not entitled to indemnification).
(b) WSFS
shall cause to be maintained in effect for a period of six years after the Effective Time Bryn Mawr’s existing directors’
and officers’ liability insurance policy (provided, that WSFS may substitute therefor (i) policies of at least the same
coverage and amounts containing terms and conditions which are substantially no less advantageous to the insured or (ii) with
the consent of Bryn Mawr given prior to the Effective Time, any other policy) with respect to claims arising from facts or events
which occurred prior to the Effective Time (including the transactions contemplated by this Agreement); provided, that WSFS shall
not be obligated to make aggregate premium payments for such six-year period in respect of such policy (or coverage replacing
such policy) which exceed, for the portion related to Bryn Mawr’s directors and officers, 250% of the aggregate annual premium
payments currently paid on Bryn Mawr’s current policy in effect as of the date of this Agreement (the “Maximum
Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum
Amount, WSFS shall cause to be maintained policies of directors’
and officers’ liability insurance that, in the Surviving
Corporation’s good faith determination, provide the most advantageous coverage obtainable for a premium equal to the Maximum
Amount. In lieu of the foregoing, WSFS, or Bryn Mawr in consultation with WSFS, may obtain on or prior to the Effective Time,
a six-year “tail” prepaid policy providing equivalent coverage to that described in this Section 7.9(b) at a premium
not to exceed the Maximum Amount. If the premium necessary to purchase such “tail” prepaid policy exceeds the Maximum
Amount, WSFS, or Bryn Mawr in consultation with WSFS, may purchase the most advantageous “tail” prepaid policy obtainable
for a premium less than or equal to the Maximum Amount, and in each case, WSFS shall have no further obligations under this Section
7.9(b) other than to maintain such “tail” prepaid policy.
(c) Any
Indemnified Party wishing to claim indemnification under Section 7.9(a), upon learning of any such Claim, shall promptly notify
WSFS thereof (but the failure to so notify WSFS shall not relieve it from any liability which it may have under this Section 7.9,
except to the extent that such failure materially prejudices WSFS). In the event of any such Claim (whether arising before or
after the Effective Time): (i) WSFS or Surviving Corporation shall have the right to assume the defense thereof and, upon such
assumption, WSFS and the Surviving Corporation shall not be liable to such Indemnified Parties for any legal expenses of other
counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof (except
that if WSFS elects not to assume such defense, or counsel for the Indemnified Party reasonably advises the Indemnified Party
that there are or may be (whether or not any have yet actually arisen) issues that raise conflicts of interest between WSFS and
the Indemnified Party, the Indemnified Party may retain counsel reasonably satisfactory to WSFS, and WSFS shall pay the reasonable
fees and expenses of such counsel), (ii) the Indemnified Parties will cooperate in the defense of any such matter, and (iii) WSFS
and Surviving Corporation shall not be liable for any settlement effected without its prior written consent (which consent shall
not be unreasonably withheld, conditioned or delayed); and provided, further, that WSFS and Surviving Corporation shall not have
any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall determine, and such determination
shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by
applicable Law.
(d) If
WSFS or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing
or surviving Person of such consolidation or merger or if WSFS (or any successors or assigns) shall transfer all or substantially
all of its Assets to any Person, then and in each case, WSFS shall cause proper provision to be made so that the successors and
assigns of WSFS shall expressly assume in writing the obligations set forth in this Section 7.9.
(e) The
provisions of this Section 7.9 shall survive the Effective Time and are intended to be for the benefit of and shall be enforceable
by, each Indemnified Party and his or her respective heirs and Representatives.
7.10. Operating
Functions.
Bryn
Mawr and Bryn Mawr Bank shall cooperate with WSFS and WSFS Bank in connection with planning for the efficient and orderly combination
of the Parties and the operation of the Surviving Bank, and in preparing for the consolidation of appropriate operating functions
to be effective at the Effective Time or such later date as WSFS may decide. Each Party shall cooperate with the other Party in
preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including
by entering into customary confidentiality, non-disclosure and similar agreements with such service providers or the other Party).
Nothing contained in this Agreement shall give either Party, directly or indirectly, the right to control or direct the operations
of the other Party prior to the Effective Time. Prior to the Effective Time, each Party shall exercise, consistent with the terms
and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
7.11. Stockholder
Litigation.
Each
of Bryn Mawr and WSFS shall promptly notify each other in writing of any action, arbitration, audit, hearing, investigation, litigation,
suit, subpoena or summons issued, commenced, brought, conducted or heard by or before, or otherwise involving, any Regulatory
Authority or arbitrator pending or, to the Knowledge of Bryn Mawr or WSFS, as applicable, threatened against Bryn Mawr, WSFS or
any of their respective Subsidiaries that (a) questions or would reasonably be expected to question the validity of this Agreement
or the other agreements contemplated hereby or thereby or any actions taken or to be taken by Bryn Mawr, WSFS or their respective
Subsidiaries with respect hereto or thereto or (b) seeks to enjoin or otherwise restrain the transactions contemplated hereby
or thereby. Bryn Mawr shall give WSFS every opportunity to participate at its own expense in the defense or settlement of any
stockholder litigation against Bryn Mawr or its directors relating to the transactions contemplated by this Agreement, and no
such settlement shall be agreed to without WSFS’s prior written consent (such consent not to be unreasonably withheld, conditioned,
or delayed).
7.12.
Legal Conditions to Mergers; Additional Agreements.
Subject
to Sections 7.1 and 7.4 of this Agreement, each of Bryn Mawr and WSFS shall, and shall cause its Subsidiaries to, use their reasonable
best efforts, in each case as promptly as practicable, (a) to take, or cause to be taken, all actions necessary, proper or advisable
to comply promptly with all legal and regulatory requirements that may be imposed on such Party or its Subsidiaries with respect
to the Mergers and, subject to the conditions set forth in ARTICLE 8 hereof, to consummate the transactions contemplated by this
Agreement and (b) to obtain (and to cooperate with the other Party to obtain) any Consent or Order by any Regulatory Authority
and any other third party that is required to be obtained by Bryn Mawr or WSFS or any of their respective Subsidiaries in connection
with, or to effect, the Mergers and the other transactions contemplated by this Agreement. In case at any time after the Effective
Time any further action is necessary or desirable to carry out the purposes of this Agreement (including, any merger between a
Subsidiary of WSFS, on the one hand, and a Subsidiary of Bryn Mawr, on the other hand) or to vest the Surviving Corporation and
the Surviving Bank with full title to all properties, assets, rights, approvals, immunities and franchises of any of the Parties
to the Mergers, the proper officers and directors of each Party and their respective Subsidiaries shall take all such necessary
action as may be reasonably requested by WSFS.
7.13. Dividends.
After
the date of this Agreement, each of WSFS and Bryn Mawr shall coordinate with the other regarding the declaration of any dividends
in respect of WSFS Common Stock and Bryn Mawr Common Stock and the record dates and payment dates relating thereto, it being the
intention of the Parties that holders of Bryn Mawr Common Stock shall not receive two dividends or more, or fail to receive one
dividend, in any quarter with respect to their shares of Bryn Mawr Common Stock and any shares of WSFS Common Stock any such holder
receives in exchange therefor in the Merger.
7.14. Change
of Method.
WSFS
may at any time change the method of effecting the combination of the Bryn Mawr and WSFS (including by providing for the merger
of Bryn Mawr with a wholly owned Subsidiary of WSFS) if and to the extent requested by WSFS, and Bryn Mawr agrees to enter into
such amendments to this Agreement as WSFS may reasonably request in order to give effect to such restructuring; provided, that
no such change or amendment shall (i) alter or change the amount or kind of the Merger Consideration provided for in this Agreement,
(ii) adversely affect the Tax treatment of the Mergers with respect to Bryn Mawr’s shareholders, or (iii) materially delay
or impede the consummation of the transactions contemplated by this Agreement.
7.15. Restructuring
Efforts.
If
either Bryn Mawr or WSFS shall have failed to obtain the Bryn Mawr Shareholder Approval or the WSFS Stockholder Approval, as applicable,
at the duly convened Bryn Mawr Meeting or WSFS Meeting, as applicable, or any adjournment or postponement thereof, each of the
Parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein
(it being understood that neither Party shall have any obligation to alter or change any material terms, including the amount
or kind of the Merger Consideration, in a manner adverse to such Party or its stockholders or adversely affect the Tax treatment
of the Mergers with respect to the Bryn Mawr’s shareholders) and/or resubmit this Agreement or the transactions contemplated
hereby (or as restructured pursuant to this Section 7.15) to its respective stockholders for approval.
7.16. Corporate
Governance.
On
or prior to the Effective Time, the boards of directors of WSFS and WSFS Bank shall cause the number of directors that will comprise
the full board of directors of the Surviving Corporation and the Surviving Bank, as applicable, at the Effective Time to be increased
by three members, and shall appoint Francis J. Leto and two other directors of Bryn Mawr’s board of directors (collectively,
the “Bryn Mawr Directors”) to the boards of directors of the Surviving Corporation and the Surviving Bank,
as applicable, as mutually agreed by Bryn Mawr and WSFS. Each such Bryn Mawr Director shall be appointed to a class of the board
of directors of the Surviving Corporation and the Surviving Bank, as applicable, as mutually agreed by Bryn Mawr and WSFS. Notwithstanding
the foregoing, WSFS’s and WSFS Bank’s, as applicable, obligation to appoint a particular Bryn Mawr Director is subject
to each such Bryn Mawr Director’s compliance with WSFS’s and WSFS Bank’s, as applicable, governance and ethics
policies, including customary interview and onboarding practices of WSFS and WSFS Bank, as applicable, in place from time to time,
as reasonably determined by WSFS’s and WSFS Bank’s, as applicable, Corporate Governance and Nominating Committee.
7.17. Takeover
Statutes.
Neither
WSFS nor Bryn Mawr shall take any action that would cause any Takeover Statute to become applicable to this Agreement, the Mergers,
or any of the other transactions contemplated hereby, and each of WSFS and Bryn Mawr shall take all necessary steps to exempt
(or ensure the continued exemption of) the Mergers and the other transactions contemplated hereby from any applicable Takeover
Statute now or hereafter in effect. If any Takeover Statute may become, or may purport to be, applicable to the transactions contemplated
hereby, each of WSFS and Bryn Mawr will grant such approvals and take such actions as are necessary so that the transactions contemplated
by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate
or minimize the effects of any Takeover Statute on any of the transactions contemplated by this Agreement, including, if necessary,
challenging the validity or applicability of any such Takeover Statute.
7.18. Exemption from Liability Under Section 16(b).
Bryn
Mawr and WSFS agree that, in order to most effectively compensate and retain those officers and directors of Bryn Mawr subject
to the reporting requirements of Section 16(a) of the Exchange Act (the “Bryn Mawr Insiders”), both prior to
and after the Effective Time, it is desirable that Bryn Mawr Insiders not be subject to a risk of liability under Section 16(b)
of the Exchange Act to the fullest extent permitted by applicable Law in connection with the conversion of shares of Bryn Mawr
Common Stock in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 7.18. The
boards of directors of WSFS and of Bryn Mawr, or a committee of non-employee directors thereof (as such term is defined for purposes
of Rule 16b-3(d) under the Exchange Act), shall promptly, and in any event prior to the Effective Time, take all such steps as
may be necessary or appropriate to cause (i) any dispositions of Bryn Mawr Common Stock and (ii) any acquisitions of WSFS Common
Stock pursuant to the transactions contemplated by this Agreement and by any Bryn Mawr
Insiders who, immediately following the
Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the
Exchange Act, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable
Law.
7.19. Service
Agreements.
Prior
to the Closing, Bryn Mawr shall use reasonable best efforts to cause each of the individuals set forth on Exhibit B hereto
to remain employed by Bryn Mawr and to maintain the effectiveness of the Service Agreements as of the Effective Time.
7.20. Assumption
of Bryn Mawr Debt.
Prior
to the Effective Time, WSFS or a Subsidiary of WSFS shall take all actions necessary for WSFS or any applicable Subsidiary to
enter into a supplemental indenture or other documents with the trustee of the indentures set forth in Section 7.20 of Bryn Mawr’s
Disclosure Memorandum (the “Bryn Mawr Indentures”) to evidence the succession of WSFS as the obligor on those
Bryn Mawr Indentures as of the Effective Time. The Parties shall use reasonable best efforts to provide any opinion of counsel
to the trustee thereof, required to make such assumptions effective to the extent required by the terms of such Bryn Mawr Indentures.
ARTICLE
8
CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE
8.1. Conditions to Obligations of Each Party.
The
respective obligation of each Party to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time
of the following conditions, unless waived by both Parties pursuant to Section 10.6:
(a) Stockholder
Approval. Each of the WSFS Stockholder Approval and the Bryn Mawr Shareholder Approval shall have been obtained.
(b) Regulatory Approvals. (i) All required regulatory approvals, waivers or non-objections from the Federal Reserve,
the OCC, the FDIC, the PDBS, the DOSBC and any other Regulatory Authority, and (ii) any other regulatory approvals or Consents
contemplated by Sections 4.2(c) and 5.2(c) the failure of which to obtain has had or would reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect on WSFS and Bryn Mawr (considered as a consolidated entity), in each
case required to consummate the transactions contemplated by this Agreement, including the Mergers, shall have been obtained and
shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired (all such approvals
and the expiration of all such waiting periods being referred to as the “Requisite Regulatory Approvals”).
(c) Legal Proceedings. No court or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated,
enforced or entered any Law or Order (whether temporary, preliminary or permanent) or taken any other action which prohibits,
restricts or makes illegal the consummation of the transactions contemplated by this Agreement (including the Mergers), in each
case that remains in effect.
(d) Registration Statement. The Registration Statement shall be effective under the Securities Act, no stop orders suspending
the effectiveness of the Registration Statement shall have been issued, and no action, suit, proceeding or investigation by the
SEC to suspend the effectiveness thereof shall have been initiated and be continuing.
(e) Exchange Listing. The shares of WSFS Common Stock issuable pursuant to the Merger shall have been authorized for
listing on Nasdaq, subject to official notice of issuance.
8.2. Conditions
to Obligations of WSFS.
The
obligation of WSFS to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time of the following
conditions, unless waived by WSFS pursuant to Section 10.6:
(a) Representations and Warranties. For purposes of this Section 8.2(a), the accuracy of the representations and warranties
of Bryn Mawr set forth in this Agreement shall be assessed (in each case after giving effect to the lead in to Article IV) as
of the date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties
had been made on and as of the Effective Time (provided, that representations and warranties which are confined to a specified
date shall speak only as of such date). The representations and warranties set forth in Sections 4.3(a), 4.3(c), 4.4(a) (second
and third sentences only), 4.9(a), and 4.30 shall be true and correct (except for inaccuracies which are de minimis in
amount). The representations and warranties set forth in Sections 4.1, 4.2, 4.3(b), 4.4(a) (other than the second and third sentences),
4.4(b) and 4.4(c) shall be true and correct in all material respects. The representations and warranties set forth in each other
section in ARTICLE 4 shall, in the aggregate, be true and correct in all respects except where the failure of such representations
and warranties to be true and correct has not had or would not reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect; provided, that, for purposes of this sentence only, those representations and warranties which are
qualified by references to “material” or “Material Adverse Effect” shall be deemed not to include such
qualifications.
(b) Performance of Agreements and Covenants. Bryn Mawr shall have performed in all material respects all obligations
required to be performed by it under this Agreement at or prior to the Effective Time.
(c) Certificates.
Bryn Mawr shall have delivered to WSFS (i) a certificate, dated as of the Closing Date and signed on its behalf by its chief
executive officer and its chief financial officer, to the effect that the conditions set forth in Section 8.1 as such conditions
relate to Bryn Mawr and in Sections 8.2(a) and 8.2(b) have been satisfied and (ii) certified copies of resolutions duly adopted
by Bryn Mawr’s board of directors and shareholders evidencing the taking of all corporate action necessary to authorize
the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in
such reasonable detail as WSFS and its counsel shall request.
(d) Burdensome
Condition. No Requisite Regulatory Approval contains, shall have resulted in or would reasonably be expected to result in,
the imposition of a Burdensome Condition.
(e) Tax
Matters. WSFS shall have received a written opinion of Covington & Burling LLP, in form reasonably satisfactory to WSFS
(the “WSFS Tax Opinion”), dated as of the Closing Date, to the effect that the Merger will qualify
as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. In rendering such WSFS Tax
Opinion, such counsel shall be entitled to rely upon representations of officers of Bryn Mawr and WSFS reasonably satisfactory
in form and substance to such counsel.
8.3. Conditions
to Obligations of Bryn Mawr.
The
obligation of Bryn Mawr to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time of the following
conditions, unless waived by Bryn Mawr pursuant to Section 10.6:
(a) Representations and Warranties. For purposes of this Section 8.3(a), the accuracy of the representations and warranties
of WSFS set forth in this Agreement shall be assessed (in each case after giving effect to the lead in to Article V) as of the
date of this Agreement and as of the Effective Time with the same effect as though all such representations and warranties had
been made on and as of the Effective Time (provided, that representations and warranties which are confined to a specified date
shall speak only as of such date). The representations and warranties set forth in Sections 5.3(a), 5.4 (first sentence only),
5.8 and 5.15 shall be true and
correct (except for inaccuracies which are de minimis in amount). The representations and
warranties set forth in Sections 5.1, 5.2, 5.3(b), 5.3(c) and 5.4 (other than the first sentence) shall be true and correct in
all material respects. The representations and warranties set forth in each other section in ARTICLE 5 shall, in the aggregate,
be true and correct in all respects except where the failure of such representations and warranties to be true and correct has
not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; provided,
that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material”
or “Material Adverse Effect” shall be deemed not to include such qualifications.
(b) Performance
of Agreements and Covenants. WSFS shall have performed in all material respects all obligations required to be performed by
it under this Agreement at or prior to the Effective Time.
(c) Certificates. WSFS shall have delivered to Bryn Mawr (i) a certificate, dated as of the Closing Date and signed
on its behalf by its chief executive officer and its chief financial officer, to the effect that the conditions set forth in Section
8.1 as such conditions relate to WSFS and in Sections 8.3(a) and 8.3(b) have been satisfied and (ii) certified copies of
resolutions duly adopted by WSFS’s board of directors evidencing the taking of all corporate action necessary to authorize
the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, all in
such reasonable detail as Bryn Mawr and its counsel shall request.
(d) Tax
Matters. Bryn Mawr shall have received a written opinion of Squire Patton Boggs (US) LLP, in form reasonably satisfactory
to Bryn Mawr (the “Bryn Mawr Tax Opinion”), dated as of the Closing Date, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. In rendering
such Bryn Mawr Tax Opinion, such counsel shall be entitled to rely upon representations of officers of Bryn Mawr and WSFS reasonably
satisfactory in form and substance to such counsel.
ARTICLE
9
TERMINATION
9.1. Termination.
Notwithstanding
any other provision of this Agreement, and notwithstanding the approval of this Agreement by the shareholders of Bryn Mawr or
the stockholders of WSFS, this Agreement may be terminated and the Mergers abandoned at any time prior to the Effective Time:
(a) by mutual written agreement of WSFS and Bryn Mawr;
(b) by
either Party, by written notice to the other Party, in the event (i)(A) any Regulatory Authority has denied a Requisite Regulatory
Approval and such denial has become final, or has advised either Party in writing or both Parties orally that it will not grant
(or intends to rescind or revoke if previously approved) a Requisite Regulatory Approval, (B) any Regulatory Authority shall have
requested in writing that WSFS, WSFS Bank, Bryn Mawr, Bryn Mawr Bank or any of their respective Affiliates withdraw (other than
for technical reasons), and not be permitted to resubmit within 60 days, any application with respect to a Requisite Regulatory
Approval, or (C) any Regulatory Authority of competent jurisdiction shall have issued an order, decree or ruling or taken any
other action permanently restraining, enjoining or otherwise prohibiting the Mergers, and such order, decree, ruling or other
action has become final and nonappealable, (ii) subject to Section 7.15, the shareholders of Bryn Mawr fail to vote their approval
of this Agreement and the transactions contemplated hereby at the Bryn Mawr Meeting where such matters were presented to such
shareholders for approval and voted upon (taking into account any adjournment or postponement thereof as required by this Agreement)
or (iii) subject to Section 7.15, the stockholders of WSFS fail to vote their approval of this Agreement and the transactions
contemplated hereby
at the WSFS Meeting where such matters were presented to such stockholders for approval and voted upon (taking
into account any adjournment or postponement thereof as required by this Agreement); provided, that the right to terminate this
Agreement under this Section 9.1(b) shall not be available to any Party whose failure to comply with any provision of this Agreement
has been a material cause of, or resulted in, such action;
(c) by
either Party, by written notice to the other Party, in the event that the Mergers shall not have been consummated by the first
anniversary of the date of this Agreement (the “Termination Date”), if the failure
to consummate the transactions contemplated hereby on or before such date is not caused by any breach of this Agreement by the
Party electing to terminate pursuant to this Section 9.1(c);
(d) by
WSFS, by written notice to Bryn Mawr, in the event that the board of directors of Bryn Mawr has (i) failed to make the Bryn Mawr
Recommendation or otherwise effected a Change in the Bryn Mawr Recommendation, (ii) breached the terms of Section 7.2 in any respect
adverse to WSFS (other than unintentional, immaterial breaches that do not prejudice WSFS’s rights under such section),
or (iii) breached its obligations under Section 7.1 by failing to call, give notice of, convene or hold the Bryn Mawr Meeting
in accordance with Section 7.1;
(e) by
Bryn Mawr, by written notice to WSFS, in the event that the board of directors of WSFS has (i) failed to make the WSFS Recommendation
or otherwise effected a Change in the WSFS Recommendation or (ii) breached its obligations under Section 7.1 by failing to call,
give notice of, convene or hold the WSFS Meeting in accordance with Section 7.1;
(f) by
either Party, by written notice to the other Party (provided that the terminating Party is not then in material breach of any
representation, warranty, covenant or other agreement contained herein), if there shall have been a breach of any of the obligations,
covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be
true) set forth in this Agreement on the part of Bryn Mawr, in the case of a termination by WSFS, or WSFS, in the case of a termination
by Bryn Mawr, which breach or failure to be true, either individually or in the aggregate with all other breaches by such Party
(or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date,
the failure of a condition set forth in Section 8.2, in the case of a termination by WSFS, or Section 8.3, in the case of a termination
by Bryn Mawr, and which is not cured within the earlier of the Termination Date and 45 days following written notice to Bryn Mawr,
in the case of a termination by WSFS, or WSFS, in the case of a termination by Bryn Mawr, or by its nature or timing cannot be
cured during such period; or
(g) By
WSFS, if any Regulatory Authority has granted a Requisite Regulatory Approval but such Requisite Regulatory Approval contains,
or shall have resulted in or would reasonably be expected to result in, the imposition of a Burdensome Condition.
9.2. Effect
of Termination.
In
the event of the termination and abandonment of this Agreement pursuant to Section 9.1, this Agreement shall become void and have
no effect, and none of WSFS, Bryn Mawr, any of their respective Subsidiaries or any of the officers or directors of any of them
shall have any Liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby, except
that (i) the provisions of this Section 9.2, Section 7.5(c), and ARTICLE 10, shall survive any such termination and abandonment
and (ii) notwithstanding anything to the contrary contained in this Agreement, no such termination shall relieve the breaching
Party from Liability resulting from any fraud or breach by that Party of any provision of this Agreement.
9.3. Non-Survival of Representations and Covenants.
The
respective representations, warranties, obligations, covenants, and agreements of the Parties shall not survive the Effective
Time except this Section 9.3, Sections 7.5, 7.7, 7.8 and 7.9, and ARTICLE 1, ARTICLE 2, ARTICLE 3, and ARTICLE 10, which shall
survive in accordance with their respective terms.
ARTICLE
10
MISCELLANEOUS
10.1. Definitions.
(a) Except
as otherwise provided herein, the capitalized terms set forth below shall have the following meanings:
“Acquisition
Agreement” means a letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition
agreement, option agreement or other similar agreement.
“Acquisition
Proposal” means any offer, inquiry, proposal or indication of interest (communicated to Bryn Mawr or publicly announced
to Bryn Mawr’s shareholders and whether binding or non-binding and written or oral) by any Person (other than a WSFS Entity)
for an Acquisition Transaction.
“Acquisition
Transaction” means any transaction or series of related transactions (other than the transactions contemplated by this
Agreement) involving: (i) any acquisition or purchase, directly or indirectly, by any Person (other than a WSFS Entity) of 25%
or more in interest of the total outstanding voting securities of any Bryn Mawr Entities whose Assets, either individually or
in the aggregate, constitute more than 25% of the consolidated Assets of the Bryn Mawr, or any tender offer or exchange offer
that if consummated would result in any Person (other than a WSFS Entity) beneficially owning 25% or more in interest of the total
outstanding voting securities of any Bryn Mawr Entities whose Assets, either individually or in the aggregate, constitute more
than 25% of the consolidated Assets of the Bryn Mawr, or any merger, consolidation, share exchange, business combination, reorganization,
recapitalization, liquidation, dissolution or similar transaction involving any Bryn Mawr Entities whose Assets, either individually
or in the aggregate, constitute more than 25% of the consolidated Assets of the Bryn Mawr; or (ii) any sale, lease, exchange,
transfer, license, acquisition or disposition of 25% or more of the consolidated Assets of the Bryn Mawr Entities, taken as a
whole.
“Advisory
Agreement” means any Contract governing the provision of Investment Advisory Services.
“Affiliate”
of a Person means any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under
common control with such Person including, in the case of any Person that is not a natural person, “control” means
(i) the ownership, control, or power to vote 25% or more of any class of voting securities of the other Person, (ii) control in
any manner of the election of a majority of the directors, trustees, managing members or general partners of the other Person,
or (iii) the power to exercise a controlling influence over the management or policies of the other Person.
“Assets”
of a Person means all of the assets, properties, deposits, businesses and rights of such Person of every kind, nature, character
and description, whether real, personal or mixed,
tangible or intangible, accrued or contingent, or otherwise relating to or utilized
in such Person’s business, directly or indirectly, in whole or in part, whether or not carried on the books and records
of such Person, and whether or not owned in the name of such Person or any Affiliate of such Person and wherever located.
“Average
Closing Price” shall mean the average of the daily closing prices for the shares of WSFS Common Stock for the ten consecutive
full trading days on which such shares are actually traded on Nasdaq (as reported by Nasdaq or, if not reported thereby, any other
authoritative source) ending at the close of trading on the Determination Date.
“BHC
Act” means the federal Bank Holding Company Act of 1956, as amended.
“Books
and Records” means all files, ledgers and correspondence, all manuals, reports, texts, notes, memoranda, invoices, receipts,
accounts, accounting records and books, financial statements and financial working papers and all other records and documents
of any nature or kind whatsoever, including those recorded, stored, maintained, operated, held or otherwise wholly or partly dependent
on discs, tapes and other means of storage, including any electronic, magnetic, mechanical, photographic or optical process, whether
computerized or not, and all software, passwords and other information and means of or for access thereto, belonging to any specified
Person or relating to its business.
“Bryn
Mawr Common Stock” means the $1.00 par value common stock of Bryn Mawr.
“Bryn
Mawr Entities” means, collectively, Bryn Mawr and all Bryn Mawr Subsidiaries.
“Bryn
Mawr ERISA Affiliate” means any entity which together with a Bryn Mawr Entity would be treated as a single employer
under Internal Revenue Code Section 414.
“Bryn
Mawr Financial Statements” means (i) the audited consolidated balance sheets (including related notes and schedules,
if any) of Bryn Mawr as of December 31, 2020, 2019, and 2018, and the related statements of income, comprehensive income, changes
in shareholders’ equity, and cash flows (including related notes and schedules, if any) for each of the three fiscal years
ended December 31, 2020, 2019 and 2018, as filed by Bryn Mawr in the Bryn Mawr SEC Reports and (ii) the consolidated statements
of condition of Bryn Mawr (including related notes and schedules, if any) and related statements of income, comprehensive income,
changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) included in the Bryn Mawr
SEC Reports filed with respect to periods ended subsequent to most recent quarter end.
“Bryn
Mawr Insurance Subsidiary” means each Subsidiary of Bryn Mawr through which insurance operations are conducted.
“Bryn
Mawr Subsidiary” means a Subsidiary of Bryn Mawr, which shall include Bryn Mawr Bank, the entities set forth in Section
4.4(a)(i) of Bryn Mawr’s Disclosure Memorandum and any corporation, bank, savings association, trust company, limited liability
company, limited partnership, limited liability partnership or other organization acquired as a Subsidiary of Bryn Mawr after
the date hereof and held as a Subsidiary by Bryn Mawr at the Effective Time.
“Bryn
Mawr Stock Plans” means the existing stock option and other stock-based compensation plans of Bryn Mawr designated as
follows: Continental Bank Holdings, Inc. Amended and Restated 2005 Stock Incentive Plan, Bryn Mawr 2010 Long-Term Incentive Plan,
Amended and Restated Bryn Mawr 2010 Long-Term Incentive Plan, and Bryn Mawr Director Stock Retainer Plan.
“Business
Day” means any day other than a Saturday, a Sunday or a day on which all banking institutions in New York, New York
are authorized or obligated by Law or executive order to close.
“Call
Reports” mean, in the case of Bryn Mawr Bank or WSFS Bank, as applicable, Consolidated Reports of Condition and Income
(FFIEC Form 041) or any successor form of the Federal Financial Institutions Examination Council.
“CARES
Act” means the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. No. 116-136, 131 Stat. 281.
“Consent”
means any consent, approval, authorization, clearance, exemption, waiver, or similar affirmation by any Person pursuant to any
Contract, Law, Order, or Permit.
“Contract”
means any written or oral agreement, arrangement, authorization, commitment, contract, indenture, instrument, lease, license,
obligation, plan, understanding, or undertaking of any kind or character, or other document to which any Person is a party or
that is binding on any Person or its capital stock, Assets or business.
“COVID-19
Relief Law” means any Law released, issued or promulgated by a Regulatory Authority that grants to any Person the ability
(i) to defer, reduce or eliminate any Taxes, (ii) to borrow or otherwise secure financing (including any PPP Loans),
(iii) to obtain grants or other financial benefits, in each case as a result of, or in connection with, the effects of COVID-19,
including the CARES Act, the Families First Coronavirus Response Act, and the Consolidated Appropriations Act, 2021.
“Default”
means (i) any breach or violation of, default under, contravention of, conflict with, or failure to perform any obligations
under any Contract, Law, Order, or Permit, (ii) any occurrence of any event that with the passage of time or the giving of
notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, any Contract, Law,
Order, or Permit, or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would
give rise to a right of any Person to exercise any remedy or obtain any relief under, terminate or revoke, suspend, cancel, or
modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose
any Liability under, any Contract, Law, Order, or Permit.
“Derivative
Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction,
cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities,
loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any
other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions,
including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding
any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.
“Determination
Date” shall mean the fifth Business Day prior to the Closing Date, provided that if shares of the WSFS Common Stock
are not actually traded on Nasdaq on such day, the Determination Date shall be the immediately preceding day to the fifth Business
Day prior to the Closing Date on which shares of WSFS Common Stock actually trade on Nasdaq.
“Disclosure
Memorandum” of a Party means a letter delivered by such Party to the other Party prior to or concurrently with execution
of this Agreement, setting forth, among other things, items the disclosure of which is necessary or appropriate either in response
to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties
contained in ARTICLE 4 and ARTICLE 5 or to one or more of its covenants contained in this Agreement; provided, that (i) no such
item is required to be set forth in a Disclosure Memorandum as an exception to a representation or warranty if its absence would
not reasonably be likely to result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion
of an item in a Disclosure Memorandum as an exception to a representation or warranty shall not be deemed an admission by a Party
that such item represents a material exception or fact, event or circumstance or that such item has had, or is reasonably expected
to have, either individually or in the aggregate, a Material Adverse Effect on the Party making the representation or warranty,
and (iii) any disclosures made with respect to a section of ARTICLE 4 or ARTICLE 5 shall be deemed to qualify (A) any other section
of ARTICLE 4 or ARTICLE 5 specifically referenced or cross-referenced and (B) other sections of ARTICLE 4 or ARTICLE 5 to the
extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the
disclosure that such disclosure applies to such other sections.
“DOSBC”
means the Office of the State Bank Commissioner of the State of Delaware.
“Employee
Benefit Plan” means each pension, retirement, profit-sharing, deferred compensation, stock option, restricted stock,
stock appreciation rights, employee stock ownership, share purchase, severance pay, vacation, bonus, incentive, retention, change
in control or other incentive plan, medical, vision, dental or other health plan, any life insurance plan, flexible spending account,
cafeteria plan, vacation, holiday, disability or any other employee benefit plan or fringe benefit plan, including any “employee
benefit plan,” as that term is defined in Section 3(3) of ERISA and any other plan, fund, policy, program, practice, custom,
understanding, agreement, or arrangement providing compensation or other benefits, whether or not such Employee Benefit Plan is
or is intended to be (i) covered or qualified under the Internal Revenue Code, ERISA or any other applicable Law, (ii) written
or oral, (iii) funded or unfunded, (iv) actual or contingent, or (v) arrived at through collective bargaining or otherwise.
“Environmental
Laws” means all Laws, Orders, Permits, opinions or agency requirements relating to pollution or protection of human
health or safety or the environment (including ambient air, surface water, ground water, land surface, or subsurface strata) including
the Comprehensive Environmental Response Compensation and Liability Act, as amended, 42 U.S.C. 9601 et seq., the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. 6901 et seq., and other Laws relating to emissions, discharges, releases,
or threatened releases of any Hazardous Material, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of any Hazardous Material.
“Equity
Rights” means all arrangements, calls, commitments, Contracts, options, rights (including preemptive rights or redemption
rights), scrip, units, understandings, warrants, or other binding obligations of any character whatsoever relating to, or securities
or rights
convertible into or exchangeable for, shares of the capital stock or equity interests of a Person or by which a Person
is or may be bound to issue additional shares of its capital stock or other equity interests.
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
“Exhibit”
means the Exhibits so marked, copies of which are attached to this Agreement. Such Exhibits are hereby incorporated by reference
herein and made a part hereof, and may be referred to in this Agreement and any other related instrument or document without being
attached hereto.
“FDIA”
means the Federal Deposit Insurance Act.
“FDIC”
means the Federal Deposit Insurance Corporation.
“Federal
Reserve” means the Board of Governors of the Federal Reserve System or a Federal Reserve Bank acting under the appropriately
delegated authority thereof, as applicable.
“FINRA”
means the Financial Industry Regulatory Authority, Inc.
“GAAP”
means U.S. generally accepted accounting principles, consistently applied during the periods involved.
“Hazardous
Material” means (i) any hazardous substance, hazardous material, hazardous waste, regulated substance, or toxic
substance (as those terms are defined by any applicable Environmental Laws), (ii) any chemicals, pollutants, contaminants,
petroleum, petroleum products, or oil, lead-containing paint or plumbing, radioactive materials or radon, asbestos-containing
materials and any polychlorinated biphenyls, and (iii) any other substance which has been, is, or may be the subject of regulatory
action by any Regulatory Authority in connection with any Environmental Law.
“Intellectual
Property” means copyrights, patents, trademarks, service marks, service names, trade names, brand names, internet domain
names, logos, designs together with all goodwill associated therewith, registrations and applications therefor, technology rights
and licenses, computer software (including any source or object codes therefor or documentation relating thereto), trade secrets,
franchises, know-how, inventions, and other intellectual property or proprietary rights.
“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended.
“Investment
Advisory Services” means investment management, investment advisory or sub-advisory services, or any other wealth management
services including but not limited to trust and estate planning and trust administration.
“Joint
Proxy/Prospectus” means the joint proxy statement and prospectus in definitive form relating to the meetings of Bryn
Mawr’s shareholders and WSFS’s stockholders to be held in connection with this Agreement and the transactions contemplated
hereby (including any amendments or supplements thereto).
“Key
Employee” means an employee of any Bryn Mawr Entity having holder the position of Senior Vice President or above.
“Knowledge”
or “knowledge” as used with respect to a Person (including references to such Person being aware of a particular
matter) means the actual knowledge of, in the case of Bryn Mawr, those individuals set forth in Section 10.1 of Bryn Mawr’s
Disclosure Memorandum and, in the case of WSFS, those individuals set forth in Section 10.1 of WSFS’s Disclosure Memorandum,
and, in each case, the knowledge of any such Persons obtained or which would have been obtained from a reasonable investigation.
“Law”
means any code, law (including common law), ordinance, regulation, reporting or licensing requirement, rule, or statute applicable
to a Person or its Assets, Liabilities, or business, including those promulgated, interpreted or enforced by any Regulatory Authority,
including, but not limited to, the Securities Laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Foreign
Corrupt Practices Act, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the Bank Secrecy Act,
the USA PATRIOT Act of 2001, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Fair
Credit Reporting Act, Fair Debt Collections Practices Act, the Electronic Funds Transfer Act, the Consumer Credit Protection Act,
the Truth-in-Lending Act and Regulation Z, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act
of 1974 and Regulation X, the Equal Credit Opportunity Act and Regulation B, Regulation O, Regulation W, the Gramm-Leach-Bliley
Act, the BHC Act, the FDIA, the Sarbanes-Oxley Act, any Laws promulgated by the Bureau of Consumer Financial Protection, Laws
administered or enforced by the Federal Reserve, the FDIC, the PDBS, the U.S. Department of the Treasury’s Office of Foreign
Assets Control, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network, COVID-19 Relief Laws and Pandemic
Measures, and any other applicable laws (including common law), ordinances, regulations, reporting or licensing requirements,
rules, or statutes related to data protection or privacy, bank secrecy, financing or leasing practices, money laundering prevention,
fair lending and fair housing, discrimination (including, without limitation, discriminatory lending, anti-redlining, equal credit
opportunity and fair credit reporting), truth-in-lending, real estate settlement procedures or consumer credit, all agency requirements
relating to the origination, sale and servicing of mortgage and consumer loans.
“Liability”
means any direct or indirect, primary or secondary, liability, indebtedness, obligation, penalty, cost or expense (including costs
of investigation, collection and defense), claim, deficiency, guaranty or endorsement of or by any Person (other than endorsements
of notes, bills, checks, and drafts presented for collection or deposit in the Ordinary Course) of any type, whether accrued,
absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise.
“Lien”
means any conditional sale agreement, default of title, easement, encroachment, encumbrance, hypothecation, infringement, lien,
mortgage, pledge, option, right of first refusal, reservation, restriction, security interest, title retention or other security
arrangement, or any adverse right or interest, charge, or claim of any nature whatsoever of, on, or with respect to any property
or property interest, other than Permitted Liens.
“Litigation”
means any action, arbitration, cause of action, lawsuit, claim, complaint, criminal prosecution, governmental or other examination
or investigation, audit (other than regular audits of financial statements by outside auditors), compliance review, inspection,
hearing, administrative or other proceeding relating to or affecting a Party, its business, its records,
its policies,
its practices, its compliance with Law, its actions, its Assets (including Contracts related to it), or the transactions contemplated
by this Agreement, but shall not include regular, periodic examinations of depository institutions and their Affiliates by Regulatory
Authorities.
“Loans”
means any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, guarantees
and interest bearing assets) to which Bryn Mawr or Bryn Mawr Bank are party as a creditor.
“Material”
or “material” for purposes of this Agreement shall be determined in light of the facts and circumstances of
the matter in question; provided that any specific monetary amount stated in this Agreement shall determine materiality in that
instance.
“Material
Adverse Effect” means with respect to any Party and its Subsidiaries, any fact, circumstance, event, change, effect,
development or occurrence that, individually or in the aggregate together with all other facts, circumstances, events, changes,
effects, developments or occurrences, directly or indirectly, (i) has had or would reasonably be expected to result in a material
adverse effect on the condition (financial or otherwise), results of operations, Assets, liabilities or business of such Party
and its Subsidiaries taken as a whole; provided, that a “Material Adverse Effect” shall not be deemed to include effects
to the extent resulting from (A) changes after the date of this Agreement in GAAP or regulatory accounting requirements,
(B) changes after the date of this Agreement in Laws of general applicability to companies in the financial services industry,
(C) changes after the date of this Agreement in global, national or regional political conditions or general economic or
market conditions in the United States (and with respect to Bryn Mawr, the Commonwealth of Pennsylvania, and with respect to WSFS,
the State of Delaware), including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates,
and price levels or trading volumes in the United States or foreign securities markets, affecting other companies in the financial
services industry, (D) after the date of this Agreement, general changes in the credit markets or general downgrades in the credit
markets, (E) failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including any underlying
causes thereof unless separately excluded hereunder, or changes in the trading price of a Party’s common stock, in and of
itself, but not including any underlying causes unless separately excluded hereunder, (F) the public disclosure of this Agreement
and the impact thereof on relationships with customers or employees, (G) any outbreak or escalation of hostilities, declared or
undeclared acts of war or terrorism, (H) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods
or other natural disasters or from any epidemic, pandemic, or outbreak of any disease or other public health event (including
the Pandemic and the implementation of the Pandemic Measures) in the jurisdictions in which Bryn Mawr or WSFS operate or (I) actions
or omissions taken with the prior written consent of the other Party or expressly required by this Agreement; except, with respect
to clauses (A), (B), (C), (D), (G), and (H) to the extent that the effects of such change disproportionately affect such Party
and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such Party and its Subsidiaries
operate or (ii) prevents or materially impairs the ability of such Party to timely consummate the transactions contemplated
hereby.
“Nasdaq”
means the Nasdaq Global Select Market.
“Operating
Property” means any property owned, leased, or operated by the Party in question or by any of its Subsidiaries or in
which such Party or Subsidiary holds a security interest or other interest (including an interest in a fiduciary capacity), and,
where required by the context, includes the owner or operator of such property, but only with respect to such property.
“Order”
means any administrative decision or award, decree, injunction, judgment, order, consent decree, quasi-judicial decision or award,
ruling, or writ of any federal, state, local or foreign or other court, arbitrator, mediator, tribunal, administrative agency,
or Regulatory Authority.
“Ordinary
Course” means the conduct of the business of Bryn Mawr and Bryn Mawr Bank in substantially the same manner as such business
was operated on the date of this Agreement, including operations in conformance and consistent with Bryn Mawr and Bryn Mawr Bank’s
practices and procedures prior to and as of such date. For purposes of this Agreement, the term “Ordinary Course,”
with respect to either Party, shall take into account the commercially reasonable action or inaction by such Party and its Subsidiaries
in response to the Pandemic to comply with the Pandemic Measures to the extent disclosed to the other Party prior to the date
hereof.
“Pandemic”
means any outbreaks, epidemics or pandemics relating to COVID-19, or any evolutions or mutations thereof.
“Pandemic
Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social
distancing, shut down, closure, sequester or other Laws or directives, guidelines or recommendations promulgated by any Regulatory
Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection
with or in response to the Pandemic.
“Participation
Facility” means any facility or property in which the Party in question or any of its Subsidiaries participates in the
management and, where required by the context, said term means the owner or operator of such facility or property, but only with
respect to such facility or property.
“Party”
means either of Bryn Mawr or WSFS, and “Parties” means Bryn Mawr and WSFS.
“Per
Share Cash Equivalent Consideration” means the product of the Average Closing Price multiplied by the Exchange Ratio.
“Permit”
means any federal, state, local, or foreign governmental approval, authorization, certificate, easement, filing, franchise, license,
notice, permit, or right to which any Person is a party or that is or may be binding upon or inure to the benefit of any Person
or its securities, Assets, or business.
“Person”
means a natural person or any legal, commercial or Regulatory Authority, such as, but not limited to, a corporation, general partnership,
joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group
acting in concert, or any person acting in a Representative capacity.
“PPP
Loan” means (i) any covered loan under paragraph (36) of Section 7(a) of the Small Business Act (15 U.S.C. 636(a)),
as added by Section 1102 of the CARES Act, or (ii) any loan that is an extension or expansion of, or is similar to,
any covered loan described in clause (i).
“Previously
Disclosed” by a Party means information set forth in its Disclosure Memorandum or, if applicable, information set forth
in its respective SEC Reports, but with respect to the SEC Reports, prior to the date hereof (but disregarding risk factor disclosures
contained under the heading “Risk Factors” or disclosures of risk factors set forth in any “forward-looking
statements” disclaimer or other statements that are similarly non-specific or cautionary, predictive or forward-looking
in nature).
“Registration
Statement” means the Registration Statement on Form S-4, or other appropriate form, including any pre-effective or post-effective
amendments or supplements thereto, to be filed with the SEC by WSFS under the Securities Act with respect to the shares of WSFS
Common Stock to be issued to the shareholders of Bryn Mawr pursuant to this Agreement.
“Regulation
O” means Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve (12 C.F.R. Part
215).
“Regulation
W” means Sections 23A and 23B of the Federal Reserve Act and Regulation W of the Federal Reserve (12 C.F.R. Part 223).
“Regulatory
Authority” means, collectively, the SEC, Nasdaq, state securities authorities, the FINRA, the Securities Investor Protector
Corporation, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations, the Federal
Reserve, the OCC, the FDIC, the PDBS, the DOSBC, the OCC, the Consumer Financial Protection Bureau, the IRS, the DOL, the PBGC,
and all other foreign, federal, state, county, local or other governmental, banking, insurance or regulatory agencies, authorities
(including taxing and self-regulatory authorities), instrumentalities, commissions, boards, courts, administrative agencies, commissions
or bodies.
“Representative”
means, with respect to any Person, any officer, director, employee, investment banker, financial or other advisor, attorney, accountant,
consultant, or other representative or agent of or engaged or retained by such Person.
“SEC”
means the United States Securities and Exchange Commission.
“Securities
Act” means the Securities Act of 1933, as amended.
“Securities
Laws” means the Securities Act, the Exchange Act, the Investment Company Act, as amended, the Investment Advisers Act,
as amended, the Trust Indenture Act of 1939, as amended, and the rules and regulations of any Regulatory Authority promulgated
thereunder.
“Subsidiaries”
means all those corporations, limited liability companies, associations, or other business entities of which the entity in question
either (i) owns or controls more than 50% of the outstanding equity securities or other ownership interests either directly
or through an unbroken chain of entities as to each of which more than 50% of the outstanding equity securities is owned directly
or indirectly by its parent (provided, there shall not be included any such entity the equity securities of which are owned or
controlled in a fiduciary capacity), (ii) in the case of partnerships, serves as a general partner, (iii) in the case
of a limited liability company, serves as a managing member, or (iv) otherwise has the ability to elect a majority of the
directors, trustees or managing members thereof.
“Superior
Proposal” means any unsolicited bona fide written Acquisition Proposal with respect to which the board of directors
of Bryn Mawr determines in its good faith judgment (based on, among other things, the advice of outside legal counsel and a financial
advisor) is reasonably likely to be consummated in accordance with its terms, and if consummated, would result in a transaction
more favorable, from a financial point of view, to Bryn Mawr’s shareholders than the Merger and the other transactions contemplated
by this Agreement (as it may be proposed to be amended by WSFS), taking into account all relevant factors (including the Acquisition
Proposal and this Agreement (including any proposed changes to this Agreement that may be proposed by WSFS in response to such
Acquisition Proposal)); provided, that for purposes of
the definition of “Superior Proposal,” the references to “25%”
in the definition of Acquisition Transaction shall be deemed to be references to “50%”.
“Tax”
or “Taxes” means any federal, state, county, local, or foreign taxes, or, to the extent in the nature of a
tax, any charges, fees, levies, imposts, duties, or other assessments, including income, gross receipts, excise, employment, sales,
use, transfer, recording license, payroll, franchise, severance, documentary, stamp, occupation, windfall profits, environmental,
commercial rent, capital stock, paid-up capital, profits, withholding, Social Security, single business and unemployment, real
property, personal property, registration, ad valorem, value added, alternative or add-on minimum, estimated, or other tax, imposed
or required to be withheld by the United States or any state, county, local or foreign government or subdivision or agency thereof,
including any interest, penalties, and additions imposed thereon or with respect thereto.
“Tax
Return” means any report, return, information return, or other document required to be supplied to a Regulatory Authority
in connection with Taxes, including any return of an affiliated or combined or unitary group that includes a Party or its Subsidiaries
and including any amendment or schedule thereto.
“WARN
Act” means the Worker Adjustment and Retraining Notification Act of 1988 (or any similar applicable local Law insofar
as it relates to an employer’s obligations in the context of mass layoffs).
“WSFS
Benefit Plan” means each pension, retirement, profit-sharing, deferred compensation, equity or equity-based compensation
plan, vacation, bonus, incentive, retention, change in control or other incentive plan, severance pay plan (but not including
severance agreements with individual employees), medical vision, dental or other health plan, any life insurance, flexible spending
account, cafeteria plan, vacation, holiday, disability or any other employee benefit plan or fringe benefit plan that is adopted
by any WSFS Entity or WSFS ERISA Affiliate for the benefit of employees, retirees, dependents, spouses, directors, independent
contractors, or other beneficiaries thereof.
“WSFS
Common Stock” means the $0.01 par value common stock of WSFS.
“WSFS
Entities” means, collectively, WSFS and all WSFS Subsidiaries.
“WSFS
ERISA Affiliate” means any entity which together with a WSFS Entity would be treated as a single employer under Internal
Revenue Code Section 414.
“WSFS
Financial Statements” means (i) the audited consolidated statements of financial condition (including related notes
and schedules, if any) of WSFS as of December 31, 2020, 2019, and 2018, and the related statements of income, comprehensive income,
changes in stockholders’ equity, and cash flows (including related notes and schedules, if any) for each of the three fiscal
years ended December 31, 2020, 2019 and 2018, as filed by WSFS in the WSFS SEC Reports and (ii) the consolidated statements
of financial condition of WSFS (including related notes and schedules, if any) and related statements of income, comprehensive
income, changes in stockholders’ equity, and cash flows (including related notes and schedules, if any) included in the
WSFS SEC Reports filed with respect to periods ended subsequent to most recent quarter end.
“WSFS
Stock Options” means each option or other Equity Right to purchase shares of WSFS Common Stock pursuant to stock options
or stock appreciation rights.
“WSFS
Restricted Stock Award” means each award of shares of WSFS Common Stock or other Equity Right to shares of WSFS Common
Stock subject to vesting, repurchase or other lapse restriction granted under a WSFS Stock Plan.
“WSFS
Share Issuance” means the issuance of shares of WSFS Common Stock in connection with the Merger.
“WSFS
Stock Plans” means the existing stock option and other stock-based compensation plans of WSFS designated as follows:
the WSFS 2018 Incentive Plan, the WSFS 2013 Incentive Plan and the WSFS 2005 Incentive Plan.
“WSFS
Subsidiary” means a Subsidiary of WSFS, which shall include any corporation, bank, savings association, limited liability
company, limited partnership, limited liability partnership or other organization acquired as a Subsidiary of WSFS after the date
hereof and held as a Subsidiary by WSFS at the Effective Time.
10.2.
Referenced Pages.
The
terms set forth below shall have the meanings ascribed thereto in the referenced pages:
|
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401(k) Plan Termination Date
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A-50
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ACL
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A-25
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Advisory Entities
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A-26
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Agreement
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A-1
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Bank Merger
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A-1
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Bankruptcy and Equity Exceptions
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A-8
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Book-Entry Share
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A-3
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Broker-Dealer Entities
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A-28
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Bryn Mawr
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A-1
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Bryn Mawr 401(k) Plan
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A-50
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Bryn Mawr Advisory Entity
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A-26
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Bryn Mawr Agent
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A-28
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Bryn Mawr Bank
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A-1
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Bryn Mawr Bank Common Stock
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A-9
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Bryn Mawr Benefit Plan
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A-19
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Bryn Mawr Contracts
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A-22
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Bryn Mawr Directors
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A-54
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Bryn Mawr Indentures
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A-55
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Bryn Mawr Insiders
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A-54
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Bryn Mawr Meeting
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A-43
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Bryn Mawr Pension Plan
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A-20
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Bryn Mawr Recommendation
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A-44
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Bryn Mawr Regulatory Agreement
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A-22
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Bryn Mawr Restricted Stock Award
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A-4
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Bryn Mawr SEC Reports
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A-10
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Bryn Mawr Shareholder Approval
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A-8
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Bryn Mawr Stock Option
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A-4
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Bryn Mawr Systems
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A-15
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Bryn Mawr Tax Opinion
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A-57
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Bryn Mawr Voting Agreement
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A-1
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Burdensome Condition
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A-47
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Canceled Shares
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A-3
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Certificate
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A-3
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Change in the Bryn Mawr Recommendation
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A-44
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Change in the WSFS Recommendation
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A-44
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Charter Conversion
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A-3
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Chosen Courts
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A-74
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Claim
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A-51
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Closing
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A-2
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Closing Date
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A-2
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Confidentiality Agreement
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A-48
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Covered Employees
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A-49
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DGCL
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A-1
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DOL
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A-18
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Effective Time
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A-2
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Exchange Agent
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A-5
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Exchange Fund
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A-5
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Exchange Ratio
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A-3
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HOLA
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A-7
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Holders
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A-5
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Indemnified Party
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A-51
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Independent Contractors
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A-18
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Investment Advisers Act
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A-26
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Investment Company Act
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A-26
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IRS
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A-19
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Maximum Amount
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A-51
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Merger
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A-1
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Merger Consideration
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A-3
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Mergers
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A-1
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OCC
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A-3
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PBCL
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A-1
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PBGC
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A-19
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PDBS
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A-7
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Permitted Liens
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A-15
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Requisite Regulatory Approvals
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A-55
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Sarbanes-Oxley Act
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A-10
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Service Agreements
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A-1
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Subsidiary Plan of Merger
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A-3
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Surviving Bank
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A-1
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Surviving Corporation
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A-1
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Takeover Statutes
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A-24
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Termination Date
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A-58
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Termination Fee
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A-71
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TP Advisory Entity
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A-26
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TP Broker-Dealer Entity
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A-28
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WSFS
|
A-1
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WSFS Bank
|
A-1
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WSFS Certificates
|
A-5
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WSFS Meeting
|
A-43
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WSFS Recommendation
|
A-44
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WSFS Regulatory Agreement
|
A-36
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WSFS SEC Reports
|
A-32
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WSFS Stockholder Approval
|
A-30
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WSFS Tax Opinion
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A-56
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Any singular
term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without
limitation.” The word “or” shall not be exclusive and “any” means “any and all.” The
words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this
Agreement as a whole and not to any specific Section. All pronouns and any variations thereof refer to the masculine, feminine
or neuter, singular or plural, as the context may require. If a word or phrase is defined, the other grammatical forms of such
word or phrase have a corresponding meaning. A reference to a document, agreement or instrument also refers to all addenda, exhibits
or schedules thereto. A reference to any “copy” or “copies” of a document, agreement or instrument means
a copy or copies that are complete and correct. Unless otherwise specified in this Agreement, all accounting terms used in this
Agreement will be interpreted, and all accounting determinations under this Agreement will be made, in accordance with GAAP. Any
capitalized terms used in any schedule, Exhibit or Disclosure Memorandum but not otherwise defined therein shall have the meaning
set forth in this Agreement. All references to “dollars” or “$” in this Agreement are to United States
dollars. All references to “the transactions contemplated by this Agreement” (or similar phrases) include the transactions
provided for in this Agreement, including the Mergers. Any Contract or Law defined or referred to herein or in any Contract that
is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case
of Contracts) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments
thereto and instruments incorporated therein. The term “made available” means any document or other information that
was (a) provided (whether by physical or electronic delivery) by one Party or its representatives to the other Party or its representatives
at least two Business Days prior to the date hereof, (b) included in the virtual data room (on a continuation basis without subsequent
modification) of a Party at least two Business Days prior to the date hereof, or (c) filed by a Party with the SEC and publicly
available on EDGAR at least two Business Days prior to the date hereof.
10.3.
Expenses.
(a) Except
as otherwise provided in this Section 10.3, each of the Parties shall bear and pay all direct costs and expenses incurred by it
or on its behalf in connection with the transactions contemplated hereunder, including filing, registration and application fees,
printing and mailing fees, and fees and expenses of its own financial or other consultants, investment bankers, accountants, and
counsel, except that each of the Parties shall bear and pay one-half of the filing fees payable in connection with the Registration
Statement and the Joint Proxy/Prospectus and printing costs incurred in connection with the printing of the Registration Statement
and the Joint Proxy/Prospectus.
(b) Notwithstanding
Section 10.3(a),
(i) if either Bryn Mawr or WSFS terminates this Agreement pursuant to Sections 9.1(b)(ii) or 9.1(c) (and the Bryn Mawr Shareholder
Approval has not been obtained) or WSFS terminates pursuant to Section 9.1(f), and prior to such termination, any Person has made
an Acquisition Proposal or has publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, and
within 12 months of such termination Bryn Mawr shall either (A) consummate an Acquisition Transaction or (B) enter into an
Acquisition Agreement with respect to an Acquisition Transaction, whether or not such Acquisition Transaction is subsequently
consummated and, in each case, whether or not relating to the same Acquisition Proposal that had been made or publicly announced
prior to such termination; or
(ii) if
WSFS shall terminate this Agreement pursuant to Section 9.1(d), then Bryn Mawr shall pay to WSFS an amount equal to $37,725,000
(the “Termination Fee”). If the Termination Fee shall be payable pursuant to subsection (i) of this Section
10.3(b), the Termination Fee shall be paid in same-day funds at or prior to the earlier of the date of consummation of such Acquisition
Transaction or the date of execution of an Acquisition Agreement with respect to such Acquisition Transaction. If the Termination
Fee shall be payable pursuant to subsection (ii) of this Section 10.3(b), the Termination Fee shall be paid in same-day funds
within two Business Days from the date of termination of this Agreement.
(c) The
payment of the Termination Fee by Bryn Mawr pursuant to Section 10.3(b) constitutes liquidated damages and not a penalty, and
shall be the sole monetary remedy of WSFS in the event of termination of this Agreement pursuant to Sections 9.1(b)(ii), 9.1(c),
9.1(d), or 9.1(f). The Parties acknowledge that the agreement contained in Section 10.3(b) is an integral part of the transactions
contemplated by this Agreement, and that without such agreement, the Parties would not enter into this Agreement; accordingly,
if Bryn Mawr fails to pay any fee payable by it pursuant to this Section 10.3 when due, then Bryn Mawr shall pay to WSFS its costs
and expenses incurred (including attorneys’ fees) in connection with collecting such fee, together with interest on the
amount of the fee at the “prime rate” (as announced by Citibank, N.A. or any successor thereto) in effect on the date
on which such payment was required to be made, for the period commencing on the date such payment was due under this Agreement
until the date of payment.
10.4. Entire
Agreement; No Third Party Beneficiaries.
Except
as otherwise expressly provided herein, this Agreement (including Bryn Mawr’s Disclosure Memorandum and WSFS’s Disclosure
Memorandum, the Exhibits, the schedules, and the other documents and instruments referred to herein) together with the Confidentiality
Agreement, the Subsidiary Plan of Merger and the Voting Agreements constitute the entire agreement between the Parties with respect
to the transactions contemplated hereunder and thereunder and supersedes all prior arrangements or understandings with respect
thereto, written or oral. Nothing in this Agreement (including the documents and instruments referred to herein) expressed or
implied, is intended to confer upon any Person, other than the Parties or their respective successors, any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, other than as specifically provided in Section 7.9. The representations and
warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any
inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance herewith without notice
or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation
among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently,
Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of
actual facts or circumstances as of the date of this Agreement or as of any other date. Notwithstanding any other provision hereof
to the contrary, no Consent of any third party beneficiary will be required to amend, modify or waive any provision of this Agreement.
10.5. Amendments.
To
the extent permitted by Law, this Agreement may be amended by a subsequent writing signed by each of the Parties upon the approval
of each of the Parties, whether before or after the Bryn Mawr Shareholder Approval or WSFS Stockholder Approval has been obtained;
provided, that after obtaining the Bryn Mawr Shareholder Approval or WSFS Stockholder Approval, there shall be made no amendment
that requires further approval by such stockholders.
10.6. Waivers.
At
any time prior to the Effective Time, the Parties, by action taken or authorized by their respective boards of directors, may,
to the extent permitted by Law, (a) extend the time for the performance of any of the obligations or other acts of the other Parties,
(b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto,
and (c) waive compliance with any of the agreements or satisfaction of any conditions contained herein; provided, that after the
Bryn Mawr Shareholder Approval or WSFS Stockholder Approval has been obtained, there may not be, without further approval of such
stockholders, any extension or waiver of this Agreement or any portion thereof that requires further stockholder approval under
applicable Law. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such Party, but such extension or waiver or failure to insist on strict compliance with an obligation,
covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure
to comply with an obligation, covenant, agreement or condition.
10.7. Assignment.
Except
as expressly contemplated hereby, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
by any Party (whether by merger, consolidation or otherwise by operation of Law) without the prior written consent of the other
Party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentences, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted
assigns.
10.8. Notices.
All
notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered by hand,
by facsimile transmission (followed by overnight courier), by registered or certified mail, postage pre-paid, or by courier or
overnight carrier, or by email (with receipt confirmed) to the persons at the addresses set forth below (or at such other address
as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered:
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WSFS:
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WSFS Financial
Corporation
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WSFS Bank Center
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500 Delaware Avenue
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Wilmington, DE 19801
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Facsimile Number: (302) 571-6842
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Attention: Michael P. Reed
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Email: MReed@wsfsbank.com
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Copy to Counsel:
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Covington & Burling LLP
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One CityCenter
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850 Tenth Street NW
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Washington, DC 20001
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Facsimile Number: (202) 778-5986
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Attention: Frank M. Conner III
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Email: rconner@cov.com;
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Attention: Christopher J. DeCresce
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Email: cdecresce@cov.com
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Attention: Charlotte May
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Email: cmay@cov.com
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Bryn Mawr:
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Bryn Mawr Bank Corporation
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The Bryn Mawr Trust Company
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Bryn Mawr, Pennsylvania 19010
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Facsimile Number: (610) 527-3715
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Attention: Francis J. Leto
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Email: fleto@bmtc.com
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Attention: Lori A. Goldman
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Email: lgoldman@bmtc.com
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Copy to Counsel:
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Squire Patton Boggs
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201 East Fourth Street, Suite 1900
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Cincinnati, Ohio 45202
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Facsimile Number: (513) 361-1201
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Attention: James Barresi
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Email: james.barresi@squirepb.com
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10.9. Governing
Law; Jurisdiction; Waiver of Jury Trial.
(a) The
Parties agree that this Agreement shall be governed by and construed in all respects in accordance with the Laws of the State
of Delaware without regard to any conflict of Laws or choice of Law principles that might otherwise refer construction or interpretation
of this Agreement to the substantive Law of another jurisdiction (except that matters relating to the fiduciary duties of the
board of directors of Bryn Mawr shall be subject to the Laws of the Commonwealth of Pennsylvania and that matters relating to
the Bank Merger shall be subject to the Laws of the United States to the extent they are mandatorily applicable).
(b) Each
Party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or
the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the State
of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the
transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts,
(ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that
the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party, and (iv) agrees that service of process
upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 10.8.
(c) EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.9.
10.10.
Counterparts; Signatures.
This
Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument. This Agreement and any signed agreement or instrument entered into in connection
with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile
machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version
thereof delivered in person. No Party to any such agreement or instrument shall raise the use of a facsimile machine or e-mail
delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment or waiver hereto or
any agreement or instrument entered into in connection with this Agreement or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data
file as a defense to the formation of a contract and each Party forever waives any such defense.
10.11.
Captions; Articles and Sections.
The
captions contained in this Agreement are for reference purposes only and are not part of this Agreement. Unless otherwise indicated,
all references to particular Articles or Sections shall mean and refer to the referenced Articles and Sections of this Agreement.
10.12.
Interpretations.
Neither
this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule
of construction or otherwise. No Party shall be considered the draftsman. The Parties acknowledge and agree that this Agreement
has been reviewed, negotiated, and accepted by all Parties and their attorneys and, unless otherwise defined herein, the words
used shall be construed and interpreted according to their ordinary meaning so as fairly to accomplish the purposes and intentions
of all Parties.
10.13.
Enforcement of Agreement.
The
Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed
in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties shall be entitled to
an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof
(including the Parties’ obligation to consummate the Merger) in any court of the United States or any state having jurisdiction,
this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties waives (a) any
defense in any action for specific performance that a remedy at law would be adequate and
(b) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.
10.14.
Severability.
Any
term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions
of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other
jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be
only so broad as is enforceable.
10.15.
Confidential Supervisory Information.
Information
and documents commonly known as “confidential supervisory information” that is prohibited from disclosure under
12 C.F.R. § 261.2(b) or 12 C.F.R. § 4.32(b) shall not be disclosed by any Party and nothing in this Agreement shall
require such disclosure or be understood as constituting such disclosure.
[signatures
on following page]
IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its duly authorized officers
as of the day and year first above written.
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WSFS
FINANCIAL CORPORATION
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By:
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/s/ Rodger Levenson
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Name: Rodger Levenson
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Title: Chairman, President and Chief Executive
Officer
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BRYN MAWR BANK CORPORATION
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By:
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/s/ Francis J. Leto
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Name: Francis J. Leto
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Title: President and Chief Executive Officer
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[Signature
Page to Agreement and Plan of Merger]
Annex B
VOTING
AGREEMENT
This
VOTING AGREEMENT, dated as of March [9], 2021 (this “Agreement”), by and among WSFS Financial Corporation (“WSFS”),
a Delaware corporation, Bryn Mawr Bank Corporation (“Bryn Mawr”), a Pennsylvania corporation, and the undersigned
shareholder [and director][and executive officer] (the “Shareholder”) of Bryn Mawr in the Shareholder’s
capacity as a shareholder of Bryn Mawr, and not in his or her capacity as a director or officer of Bryn Mawr, as applicable.
W I
T N E S S E T H:
WHEREAS,
concurrently with the execution of this Agreement, WSFS and Bryn Mawr are entering into an Agreement and Plan of Merger, dated
as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”),
pursuant to which, among other things, Bryn Mawr will merge with and into WSFS, with WSFS as the surviving corporation (the “Merger”),
and The Bryn Mawr Trust Company, a Pennsylvania-chartered savings bank and wholly owned subsidiary of Bryn Mawr, will merge with
and into Wilmington Savings Fund Society, FSB (“WSFS Bank”), a federal savings bank and wholly owned subsidiary
of WSFS, with WSFS Bank as the surviving bank (collectively, the “Mergers”);
WHEREAS,
as of the date hereof, the Shareholder is a [director][officer] of Bryn Mawr and has Beneficial Ownership of (as defined in Rule
13d-3 under the Exchange Act), in the aggregate, those shares of common stock, $1.00 par value per share of Bryn Mawr (“Bryn
Mawr Common Stock”) specified on Schedule 1 attached hereto, which, by virtue of the Merger, will be converted into
the right to receive shares of WSFS Common Stock (as such term is defined in the Merger Agreement), and therefore the Mergers
are expected to be of substantial benefit to the Shareholder;
WHEREAS,
as a material inducement to WSFS entering into the Merger Agreement, WSFS has required that the Shareholder agree, and the Shareholder
has agreed, to enter into this Agreement and abide by the covenants and obligations set forth herein; and
WHEREAS,
other individuals, as a material inducement to WSFS entering into the Merger Agreement, will enter into and abide by the covenants
and obligations set forth in substantially similar voting agreements.
NOW
THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained,
and intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE
I
GENERAL
1.1. Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.
“Affiliate”
of a Person means any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under
common control with such Person.
“Beneficial
Ownership” by a Person of any securities means ownership by any Person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or
to direct the voting of, such security; and/or (ii) investment
power
which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance
with the term “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act; provided, that for purposes of determining
Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which such Person has, at any time during
the term of this Agreement, the right to acquire pursuant to any agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable
immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions,
the occurrence of any event or any combination of the foregoing). The terms “Beneficially Own” and “Beneficially
Owned” shall have a correlative meaning.
“control”
(including the terms “controlling”, “controlled by” and “under common control with”),
with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power
to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities,
as trustee or executor, by Contract or any other means.
“Constructive
Sale” means, with respect to any security, a short sale with respect to such security, entering into or acquiring an
offsetting derivative Contract with respect to such security, entering into or acquiring a futures or forward Contract to deliver
such security or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly
materially changing the economic benefits and risks of ownership of any security.
“Covered
Shares” means, with respect to the Shareholder, the Existing Shares, together with any shares of Bryn Mawr Common Stock
or other capital stock of Bryn Mawr and any WSFS securities convertible into or exercisable or exchangeable for shares of Bryn
Mawr Common Stock or other capital stock of Bryn Mawr, in each case that the Shareholder acquires Beneficial Ownership of on or
after the date hereof.
“Encumbrance”
means any security interest, pledge, mortgage, lien (statutory or other), charge, option to purchase, lease or other right to
acquire any interest or any claim, restriction, covenant, title defect, hypothecation, assignment, deposit arrangement or other
encumbrance of any kind or any preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever (including any conditional sale or other title retention agreement), excluding restrictions under Securities Laws.
“Existing
Shares” means, with respect to the Shareholder, all shares of Bryn Mawr Common Stock Beneficially Owned by the Shareholder
as specified on Schedule 1 hereto.
“Permitted
Transfer” means a Transfer (i) as the result of the death of the Shareholder by the Shareholder to a descendant, heir,
executor, administrator, testamentary trustee, lifetime trustee or legatee of the Shareholder, (ii) Transfers to Affiliates (including
trusts) and family members in connection with estate and tax planning purposes, and (iii) Transfers to any other shareholder and
director and/or executive officer of Bryn Mawr who has executed a copy of this Agreement on the date hereof; provided, that in
the case of the foregoing clauses (i) and (ii) prior to the effectiveness of such Transfer, such transferee executes and delivers
to WSFS and Bryn Mawr an agreement that is identical to this Agreement or such other written agreement, in form and substance
acceptable to WSFS and Bryn Mawr, to assume all of Shareholder’s obligations hereunder in respect of the Covered Shares
subject to such Transfer and to be bound by the terms of this Agreement, with respect to the Covered Shares subject to such Transfer,
to the same extent as the Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect
of the Covered Shares Transferred as the Shareholder shall have made hereunder.
“Transfer”
means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation,
or the grant, creation or suffrage of an Encumbrance in or upon, or the gift, placement in trust, or the Constructive Sale or
other disposition of such security (including transfers
by testamentary or intestate
succession or otherwise by operation of Law) or any right, title or interest therein (including, but not limited to, any right or power
to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or
beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement
or understanding, whether or not in writing, to effect any of the foregoing. The term “Transferred” shall have a correlative
meaning.
ARTICLE
II
COVENANTS OF SHAREHOLDER
2.1. Agreement
to Vote. The Shareholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at a special
meeting of the shareholders of Bryn Mawr or at any other meeting of the shareholders of Bryn Mawr, however called, including any
adjournment or postponement thereof, and in connection with any written consent of the shareholders of Bryn Mawr (collectively,
“Bryn Mawr Shareholders’ Meeting”), the Shareholder shall, in each case to the fullest extent that such
matters are submitted for the vote or written consent of the Shareholder and that the Covered Shares are entitled to vote thereon
or consent thereto:
(a) appear at each such meeting or otherwise cause the Covered Shares as to which the Shareholder controls the right to vote
to be counted as present thereat for purposes of calculating a quorum; and
(b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all
of the Covered Shares as to which the Shareholder controls the right to vote:
(i) in
favor of the approval of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Mergers,
and any actions required in furtherance thereof;
(ii) against
any action or agreement that could result in a breach of any covenant, representation or warranty or any other obligation of Bryn
Mawr under the Merger Agreement;
(iii) against
any Acquisition Proposal; and
(iv) against
any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted for the
vote or written consent of the shareholders of Bryn Mawr that is intended or would reasonably be expected to impede, interfere
with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Mergers or the other transactions contemplated
by the Merger Agreement or this Agreement or the performance by Bryn Mawr of its obligations under the Merger Agreement.
2.2. No
Inconsistent Agreements. The Shareholder hereby covenants and agrees that, except for this Agreement, the Shareholder (a)
shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust or any other Contract
with respect to the Covered Shares, (b) shall not grant at any time while this Agreement remains in effect, a proxy, Consent
or power of attorney in contravention of the obligations of the Shareholder under this Agreement with respect to the Covered Shares,
(c) will not commit any act, except for Permitted Transfers, that could restrict or affect his or her legal power, authority and
right to vote any of the Covered Shares then held of record or Beneficially Owned by the Shareholder or otherwise reasonably expected
to prevent or disable the Shareholder from performing any of his or her obligations under this Agreement, and (d) shall not take
any action that would reasonably be expected to make any representation or warranty of the Shareholder contained herein untrue
or incorrect or have the effect of impeding, preventing, delaying, interfering with, disabling or adversely affect the performance
by, the Shareholder from performing any of his or her obligations under this Agreement.
ARTICLE
III
REPRESENTATIONS AND WARRANTIES
3.1. Representations
and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Bryn Mawr, WSFS and WSFS Bank as follows:
(a) Organization; Authorization; Validity of Agreement; Necessary Action. The Shareholder has the requisite capacity
and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder and, assuming this Agreement constitutes
a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the Shareholder,
enforceable against him or her in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium,
reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless
of whether such enforceability is considered in a proceeding in equity or at law).
(b) Ownership. The Existing Shares are, and all of the Covered Shares owned by the Shareholder from the date hereof
through and on the Closing Date will be, Beneficially Owned by the Shareholder except to the extent such Covered Shares are Transferred
after the date hereof pursuant to a Permitted Transfer. From the date hereof through and on the Closing Date, the Shareholder
has and will have title to the Covered Shares, free and clear of any Encumbrances other than those imposed by applicable Securities
Laws. As of the date hereof, the Existing Shares constitute all of the shares of Bryn Mawr Common Stock Beneficially Owned by
the Shareholder. The Shareholder has and will have at all times through the Closing Date sole voting power (including the right
to control such vote as contemplated herein), sole power of disposition (including the right to control any disposition), sole
power to issue instructions with respect to the matters set forth in ARTICLE II hereof (including the right to control the making
or issuing of any such instructions), and sole power to agree to all of the matters set forth in this Agreement (including the
right to cause such agreements), in each case with respect to all of the Existing Shares and with respect to all of the Covered
Shares owned by the Shareholder at all times through the Closing Date. The Shareholder has and will have possession of an outstanding
certificate or outstanding certificates representing all of the Covered Shares (other than Covered Shares held at the Depository
Trust Company and/or in book-entry form) and such certificate or certificates does or do not contain any legend or restriction
inconsistent with the terms of this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby.
(c) No Violation. The execution and delivery of this Agreement by the Shareholder does not, and the performance by the
Shareholder of his or her obligations under this Agreement will not, (i) conflict with or violate any Law or Order applicable
to the Shareholder or by which any of his or her Assets is bound, or (ii) conflict with, result in any breach of or constitute
a Default, or result in the creation of any Encumbrance on the Assets of the Shareholder pursuant to, any Contract to which the
Shareholder is a party or by which the Shareholder or any of his or her Assets is bound, except for any of the foregoing as would
not be reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to
perform his or her obligations under this Agreement. Except as contemplated by this Agreement, neither the Shareholder nor any
of his or her Affiliates (1) has entered into any voting agreement or voting trust with respect to any Covered Shares or entered
into any other Contract relating to the voting of the Covered Shares or (2) has appointed or granted a proxy or power of attorney
with respect to any Covered Shares.
(d) Consents and Approvals. The execution and delivery of this Agreement by the Shareholder does not, and the performance
by the Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby
will not, require the Shareholder to obtain any Consent. No Consent of Shareholder’s spouse is necessary under any “community
property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.
(e) Legal Proceedings. There is no Litigation pending or, to the knowledge of the Shareholder, threatened against or
affecting the Shareholder or any of his or her Affiliates that could reasonably be expected to impair the ability of the Shareholder
to perform his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.
(f) Reliance by WSFS. The Shareholder understands and acknowledges that WSFS is entering into the Merger Agreement in
reliance upon the Shareholder’s execution and delivery of this Agreement and the representations and warranties of Shareholder
contained herein.
ARTICLE
IV
OTHER COVENANTS
4.1. Prohibition on Transfers; Other Actions.
(a) Until the earlier of the receipt of the Bryn Mawr Shareholder Approval or the date on which the Merger Agreement is terminated
in accordance with its terms, the Shareholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership
thereof or any other interest specifically therein unless such Transfer is a Permitted Transfer; (ii) enter into any Contract
with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict
with, or result in or give rise to a violation of or conflict with, the Shareholder’s representations, warranties, covenants
and obligations under this Agreement; (iii) except as otherwise permitted by this Agreement or by order of a court of competent
jurisdiction, take any action that could restrict or otherwise affect the Shareholder’s legal power, authority and right
to vote all of the Covered Shares then Beneficially Owned by him or her, or otherwise comply with and perform his or her covenants
and obligations under this Agreement; or (iv) publicly announce any intention to do any of the foregoing. Any Transfer in violation
of this provision shall be void. Following the date hereof, Bryn Mawr shall notify its transfer agent that there is a stop transfer
order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares; subject
to the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated
by Bryn Mawr following the termination of this Agreement in accordance with Section 5.1.
(b) The Shareholder understands and agrees that if the Shareholder attempts to Transfer, vote or provide any other Person with
the authority to vote any of the Covered Shares other than in compliance with this Agreement, Bryn Mawr shall not, and the Shareholder
hereby unconditionally and irrevocably instructs Bryn Mawr to not (i) permit such Transfer on its books and records, (ii) issue
a new certificate representing any of the Covered Shares, or (iii) record such vote unless and until the Shareholder shall have
complied with the terms of this Agreement.
4.2. Stock Dividends, etc. In the event of a stock split, stock dividend or distribution, or any change in the Bryn Mawr
Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares
or the like, the terms “Existing Shares” and “Covered Shares” shall be deemed to refer to and include
such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such
shares may be changed or exchanged or which are received in such transaction.
4.3. Notice
of Acquisitions, etc. The Shareholder hereby agrees to notify Bryn Mawr and WSFS as promptly as practicable (and in any event
within two Business Days after receipt) in writing of (i) the number of any additional shares of Bryn Mawr Common Stock or other
securities of Bryn Mawr of which the Shareholder acquires Beneficial Ownership on or after the date hereof and (ii) any proposed
Permitted Transfers of the Covered Shares, Beneficial Ownership thereof or other interest specifically therein.
4.4. Non-Solicit.
The Shareholder shall not, and shall use his or her reasonable best efforts to cause his or her Affiliates and each of their respective
Representatives not to, directly or indirectly, (a) solicit, initiate, encourage (including by providing information or assistance),
facilitate or induce any Acquisition Proposal, (b) engage or participate in any discussions or negotiations regarding, or furnish
or cause to be furnished to any Person any confidential or nonpublic information or data in connection with, or take any other
action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead
to, an Acquisition Proposal, (c) approve, agree to, accept, endorse or recommend any Acquisition Proposal, (d) solicit proxies
or become a “participant” in a “solicitation” (as such terms are defined under the Exchange Act) with
respect to an Acquisition Proposal or otherwise encourage or assist any party in taking or planning any action that would reasonably
be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in
accordance with the terms of the Merger Agreement, (e) initiate a shareholders’ vote or action by consent of Bryn Mawr’s
shareholders with respect to an Acquisition Proposal, (f) except by reason of this Agreement, become a member of a “group”
(as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of Bryn Mawr that takes any
action in support of an Acquisition Proposal, or (g) approve, endorse, recommend, agree to or accept, or propose to approve, endorse,
recommend, agree to or accept, any Acquisition Agreement contemplating or otherwise relating to any Acquisition Transaction.
4.5. Shareholder Capacity. The Shareholder is signing this Agreement solely in his or her capacity as a holder of Bryn
Mawr Common Stock, and nothing herein shall prohibit, prevent or preclude the Shareholder from taking or not taking any action
in the Shareholder’s capacity as an officer or director of Bryn Mawr to the extent permitted by the Merger Agreement.
4.6. Further
Assurances. From time to time, at the request of WSFS or Bryn Mawr and without further consideration, the Shareholder shall
execute and deliver such additional documents and take all such further action as may be reasonably necessary to effect the actions
and consummate the transactions contemplated by this Agreement.
4.7. Disclosure.
The Shareholder hereby authorizes WSFS and Bryn Mawr to publish and disclose in any announcement or disclosure required by applicable
Law and any proxy statement filed in connection with the transactions contemplated by the Merger Agreement the Shareholder’s
identity and ownership of the Covered Shares and the nature of the Shareholder’s obligation under this Agreement.
ARTICLE
V
MISCELLANEOUS
5.1. Termination. This Agreement shall remain in effect until the earlier to occur of (a) the Closing, (b) the
date of termination of the Merger Agreement in accordance with its terms and (c) the termination of this Agreement by mutual written
consent of the parties hereto; provided, that the provisions of ARTICLE V shall survive any termination of this Agreement. Nothing
in this Section 5.1 and no termination of this Agreement shall relieve or otherwise limit any party of liability for fraud, or
willful or intentional breach of this Agreement.
5.2. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in WSFS or Bryn Mawr any direct
or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits
of and relating to the Covered Shares shall remain vested in and belong to the Shareholder, and WSFS or Bryn Mawr shall not have
any authority to direct the Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided
herein.
5.3. Notices. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient
if delivered by hand, by facsimile transmission (followed by overnight courier), by registered or certified mail, postage pre-paid,
or by courier or overnight carrier, or by email (with
receipt confirmed) to the persons at the addresses set forth below (or at
such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered:
WSFS:
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WSFS Financial Corporation
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WSFS Bank Center
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500 Delaware Avenue
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Wilmington, DE 19801
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Attention: Michael P. Reed
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Email: MReed@wsfsbank.com
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Copy to Counsel:
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Covington & Burling LLP
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One CityCenter
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850 Tenth Street NW
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Washington, DC 20001
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Facsimile Number: (202) 778-5986
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Attention: Frank M. Conner III
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Email: rconner@cov.com
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Attention: Charlotte May
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Email: cmay@cov.com
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Bryn Mawr:
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Bryn Mawr Bank Corporation
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The Bryn Mawr Trust Company
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Bryn Mawr, Pennsylvania 19010
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Facsimile Number: (610) 527-3715
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Attention: Lori A. Goldman, Esq.
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Email: lgoldman@bmtc.com
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Copy to Counsel:
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Squire Patton Boggs
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201 East Fourth Street, Suite 1900
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Cincinnati, Ohio 45202
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Facsimile Number: (513) 361-1201
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Attention: James Barresi
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Email: james.barresi@squirepb.com
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Shareholder:
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To those persons indicated on Schedule
1.
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5.4. Interpretation.
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party, whether under
any rule of construction or otherwise. No party to this Agreement shall be considered the draftsman. The parties acknowledge and
agree that this Agreement has been reviewed, negotiated, and accepted by all parties and their attorneys and, unless otherwise
defined herein, the words used shall be construed and interpreted according to their ordinary meaning so as fairly to accomplish
the purposes and intentions of all parties hereto. Section headings of this Agreement are for reference purposes only and are
to be given no effect in the construction or interpretation of this Agreement. Whenever the context may require, any pronoun used
herein shall include the corresponding masculine, feminine or neuter forms. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”
5.5. Counterparts; Delivery by Facsimile or Electronic Transmission. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This
Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers
hereto or thereto, to the extent signed
and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf”
format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to
have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to
any such agreement or instrument shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format
data file to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data
file as a defense to the formation of a contract and each party hereto forever waives any such defense.
5.6. Entire Agreement. This Agreement and, to the extent referenced herein, the Merger Agreement, together with the several
agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, constitute the entire
agreement among the parties hereto with respect to the transactions contemplated hereunder and thereunder and supersedes all prior
arrangements or understandings, with respect thereto, written and oral.
5.7. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
(a) The
parties agree that this Agreement shall be governed by and construed in all respects in accordance with the Laws of the State
of Delaware without regard to any conflict of Laws or choice of Law principles that might otherwise refer construction or interpretation
of this Agreement to the substantive Law of another jurisdiction.
(b) Each
party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or
the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the State
of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the
transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts,
(ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that
the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process
upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 5.3.
(c) EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND
HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.7.
5.8. Amendments; Waivers. To the extent permitted by Law, this Agreement may be amended or waived by a subsequent writing
signed by each of the parties upon the approval of each of the parties.
5.9. Enforcement of Agreement. The parties hereto agree that irreparable damage would occur in the event that any of
the provisions of this Agreement was not performed in accordance with its specific terms or
was otherwise
breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties waives
(a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law
to post security or a bond as a prerequisite to obtaining equitable relief.
5.10. Severability.
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement
in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
5.11. Assignment.
Except as expressly contemplated hereby, neither this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any party hereto (whether by merger, consolidation or otherwise by operation of Law) without the prior written
consent of the other parties. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding
sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective
successors and permitted assigns.
5.12.
Third Party Beneficiaries. Nothing in this Agreement expressed or implied, is intended to confer upon any Person,
other than the parties or their respective successors, any rights, remedies, obligations, or liabilities under or by reason of
this Agreement. The representations and warranties in this Agreement are the product of negotiations among the parties hereto
and are for the sole benefit of the parties. Any inaccuracies in such representations and warranties are subject to waiver by
the parties hereto in accordance herewith without notice or liability to any other Person. In some instances, the representations
and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters
regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties may not rely upon the representations
and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as
of any other date. Notwithstanding any other provision hereof to the contrary, no Consent, approval or agreement of any third
party beneficiary will be required to amend, modify or waive any provision of this Agreement.
[Remainder of
this page intentionally left blank]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed (where applicable, by their respective officers or
other authorized Person thereunto duly authorized) as of the date first written above.
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WSFS FINANCIAL CORPORATION
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By:
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Name:
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Title:
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BRYN MAWR BANK CORPORATION
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By:
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Name:
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Title:
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SHAREholder
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Name:
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[Signature
Page to Voting Agreement]
Schedule
1
INFORMATION
Address for notice:
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Name:
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Street:
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City, State:
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ZIP Code:
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Telephone:
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Fax:
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Email:
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Annex C
March
9, 2021
The Board of Directors
Bryn Mawr Bank Corporation
801 Lancaster Avenue
Bryn Mawr, PA 19010
Members
of the Board:
You
have requested the opinion of Keefe, Bruyette & Woods, Inc. (“KBW” or “we”) as investment bankers
as to the fairness, from a financial point of view, to the common shareholders of Bryn Mawr Bank Corporation (“Bryn Mawr”)
of the Exchange Ratio (as defined below) in the proposed merger (the “Merger”) of Bryn Mawr with and into WSFS Financial
Corporation (“WSFS”), pursuant to the Agreement and Plan of Merger (the “Agreement”) to be entered into
by and between Bryn Mawr and WSFS. Pursuant to the Agreement and subject to the terms, conditions and limitations set forth therein,
at the Effective Time (as defined in the Agreement), by virtue of the Merger and without any action on the part of WSFS, Bryn
Mawr or their respective stockholders or shareholders, each share of common stock, par value $1.00 per share, of Bryn Mawr (“Bryn
Mawr Common Stock”) issued and outstanding immediately prior to the Effective Time, excluding the Canceled Shares (as defined
in the Agreement), shall be converted into the right to receive 0.9000 of a share of common stock, par value $0.01 per share,
of WSFS (“WSFS Common Stock”). The ratio of 0.9000 of a share of WSFS Common Stock for one share of Bryn Mawr Common
Stock is referred to herein as the “Exchange Ratio.” The terms and conditions of the Merger are more fully set forth
in the Agreement.
The
Agreement further provides that, simultaneously with the Merger, Bryn Mawr Trust Company, a wholly-owned subsidiary of Bryn Mawr,
will merge with and into Wilmington Savings Fund Society, FSB, a wholly-owned subsidiary of WSFS (the “Bank Merger”),
pursuant to a subsidiary plan of merger in the form attached to the Agreement.
KBW
has acted as financial advisor to Bryn Mawr and not as an advisor to or agent of any other person. As part of our investment banking
business, we are continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions,
negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various
other purposes. As specialists in the securities of banking companies, we have experience in, and knowledge of, the valuation
of banking enterprises. We and our affiliates, in the ordinary course of our and their broker-dealer businesses (and further to
existing sales and trading relationships between Bryn Mawr and each of KBW and a KBW broker-dealer affiliate), may from time to
time purchase securities from, and sell securities to, Bryn Mawr and WSFS. In addition, as a market maker in securities, we and
our affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of Bryn Mawr
or WSFS for our and their own respective accounts and for the accounts of our and their respective customers and clients. We have
acted exclusively for the board of directors of Bryn Mawr (the “Board”) in rendering this opinion and will receive
a fee from Bryn Mawr for our services. A portion of our fee is payable upon the rendering of this opinion, and a significant portion
is contingent upon the successful completion of the Merger. In addition, Bryn Mawr has agreed to indemnify us for certain liabilities
arising out of our engagement.
Keefe,
Bruyette & Woods, A Stifel Company
787
Seventh Avenue
New York, New York 10019
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212.887.7777
www.kbw.com
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The Board of Directors – Bryn
Mawr Bank Corporation
March 9, 2021
Page 2 of 5
Other
than in connection with this present engagement, in the past two years, KBW has not provided investment banking and financial
advisory services to Bryn Mawr for which it has received compensation. In the past two years, KBW has provided investment banking
and financial advisory services to WSFS and received compensation for such services. KBW acted as joint book-running manager for
WSFS’ December 2020 offering of fixed-to-floating rate senior notes. We may in the future provide investment banking and
financial advisory services to Bryn Mawr or WSFS and receive compensation for such services.
In
connection with this opinion, we have reviewed, analyzed and relied upon material bearing upon the financial and operating condition
of Bryn Mawr and WSFS and bearing upon the Merger, including among other things, the following: (i) a draft of the Agreement dated
March 7, 2021 (the most recent draft made available to us); (ii) the audited financial statements and the Annual Reports on Form
10-K for the three fiscal years ended December 31, 2020 of Bryn Mawr; (iii) the audited financial statements and Annual Reports
on Form 10-K for the three fiscal years ended December 31, 2020 of WSFS; (iv) certain regulatory filings of Bryn Mawr and WSFS
and their respective subsidiaries, including the quarterly reports on Form FR Y-9C and call reports filed with respect to each
quarter during the three-year period ended December 31, 2020; (v) certain other interim reports and other communications of Bryn
Mawr and WSFS to their respective shareholders or stockholders; and (vi) other financial information concerning the businesses
and operations of Bryn Mawr and WSFS that was furnished to us by Bryn Mawr and WSFS or which we were otherwise directed to use
for purposes of our analyses. Our consideration of financial information and other factors that we deemed appropriate under the
circumstances or relevant to our analyses included, among others, the following: (i) the historical and current financial position
and results of operations of Bryn Mawr and WSFS; (ii) the assets and liabilities of Bryn Mawr and WSFS; (iii) the nature and terms
of certain other merger transactions and business combinations in the banking industry; (iv) a comparison of certain financial
and stock market information for Bryn Mawr and WSFS with similar information for certain other companies the securities of which
are publicly traded; (v) financial and operating forecasts and projections of Bryn Mawr that were prepared by, and provided to
us and discussed with us by, Bryn Mawr management and that were used and relied upon by us at the direction of such management
and with the consent of the Board; (vi) publicly available consensus “street estimates” of WSFS, as well as assumed
long-term WSFS growth rates provided to us by WSFS management, all of which information was discussed with us by WSFS management
and used and relied upon by us based on such discussions, at the direction of Bryn Mawr management and with the consent of the
Board; and (vii) estimates regarding certain pro forma financial effects of the Merger on WSFS (including, without limitation,
the cost savings and related expenses expected to result or be derived from the Merger) that were prepared by, and provided to
and discussed with us by, WSFS management and that were used and relied upon by us based on such discussions, at the direction
of Bryn Mawr management and with the consent of the Board. We have also performed such other studies and analyses as we considered
appropriate and have taken into account our assessment of general economic, market and financial conditions and our experience
in other transactions, as well as our experience in securities valuation and knowledge of the banking industry generally. We have
also participated in discussions held by the managements of Bryn Mawr and WSFS regarding the past and current business operations,
regulatory relations, financial condition and future prospects of their respective companies and such other matters as we have
deemed relevant to our inquiry. We have not been requested to assist, and have not assisted, Bryn Mawr with soliciting indications
of interest from third parties regarding a potential transaction with Bryn Mawr.
Keefe,
Bruyette & Woods, A Stifel Company
787
Seventh Avenue
New York, New York 10019
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212.887.7777
www.kbw.com
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The Board of Directors – Bryn
Mawr Bank Corporation
March 9, 2021
Page 3 of 5
In
conducting our review and arriving at our opinion, we have relied upon and assumed the accuracy and completeness of all of the
financial and other information that was provided to us or that was publicly available and we have not independently verified
the accuracy or completeness of any such information or assumed any responsibility or liability for such verification, accuracy
or completeness. We have relied upon the management of Bryn Mawr as to the reasonableness and achievability of the financial and
operating forecasts and projections of Bryn Mawr referred to above (and the assumptions and bases therefor), and we have assumed
that such forecasts and projections have been reasonably prepared and represent the best currently available estimates and judgments
of such management and that such forecasts and projections will be realized in the amounts and in the time periods currently estimated
by such management. We have further relied, with the consent of Bryn Mawr, upon WSFS management as to the reasonableness and achievability
of the publicly available consensus “street estimates” of WSFS, the assumed long-term WSFS growth rates, and the estimates
regarding certain pro forma financial effects of the Merger on WSFS (including, without limitation, the cost savings and related
expenses expected to result or be derived from the Merger), all as referred to above (and the assumptions and bases for all such
information), and we have assumed that all such information has been reasonably prepared and represents, or in the case of the
WSFS “street estimates” referred to above that such estimates are consistent with, the best currently available estimates
and judgments of WSFS management and that the forecasts, projections and estimates reflected in such information will be realized
in the amounts and in the time periods currently estimated.
It
is understood that the portion of the foregoing financial information of Bryn Mawr and WSFS that was provided to us was not prepared
with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available
consensus “street estimates” of WSFS referred to above, is based on numerous variables and assumptions that are inherently
uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, assumptions
regarding the ongoing COVID-19 pandemic) and, accordingly, actual results could vary significantly from those set forth in such
information. We have assumed, based on discussions with the respective managements of Bryn Mawr and WSFS and with the consent
of the Board, that all such information provides a reasonable basis upon which we could form our opinion and we express no view
as to any such information or the assumptions or bases therefor. Among other things, such information has assumed that the ongoing
COVID-19 pandemic could have an adverse impact, which has been assumed to be limited, on Bryn Mawr and WSFS. We have relied on
all such information without independent verification or analysis and do not in any respect assume any responsibility or liability
for the accuracy or completeness thereof.
We
also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business
or prospects of either Bryn Mawr or WSFS since the date of the last financial statements of each such entity that were made available
to us. We are not experts in the independent verification of the adequacy of allowances for loan and lease losses and we have
assumed, without independent verification and with your consent, that the aggregate allowances for loan and lease losses for Bryn
Mawr and WSFS are adequate to cover such losses. In rendering our opinion, we have not made or obtained any evaluations or appraisals
or physical inspection of the property, assets or liabilities (contingent or otherwise) of Bryn Mawr or WSFS, the collateral securing
any of such assets or liabilities, or the collectability of any such assets, nor have we examined any individual loan or credit
files, nor did we evaluate the solvency, financial capability or fair value of Bryn Mawr or WSFS under any state or federal laws,
including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport
to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently
subject to uncertainty and should not be taken as our view of the actual value of any companies or assets.
Keefe,
Bruyette & Woods, A Stifel Company
787
Seventh Avenue
New York, New York 10019
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212.887.7777
www.kbw.com
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The Board of Directors – Bryn
Mawr Bank Corporation
March 9, 2021
Page 4 of 5
We
have assumed, in all respects material to our analyses, the following: (i) that the Merger and any related transactions (including
the Bank Merger) will be completed substantially in accordance with the terms set forth in the Agreement (the final terms of which
we have assumed will not differ in any respect material to our analyses from the draft reviewed by us and referred to above) with
no adjustments to the Exchange Ratio and with no other consideration or payments in respect of Bryn Mawr Common Stock; (ii) that
the representations and warranties of each party in the Agreement and in all related documents and instruments referred to in
the Agreement are true and correct; (iii) that each party to the Agreement and all related documents will perform all of the covenants
and agreements required to be performed by such party under such documents; (iv) that there are no factors that would delay or
subject to any adverse conditions, any necessary regulatory or governmental approval for the Merger or any related transactions
(including the Bank Merger) and that all conditions to the completion of the Merger and any related transaction will be satisfied
without any waivers or modifications to the Agreement or any of the related documents; and (v) that in the course of obtaining
the necessary regulatory, contractual, or other consents or approvals for the Merger and any related transaction (including the
Bank Merger), no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications,
will be imposed that will have a material adverse effect on the future results of operations or financial condition of Bryn Mawr,
WSFS or the pro forma entity, or the contemplated benefits of the Merger, including without limitation the cost savings and related
expenses expected to result or be derived from the Merger. We have assumed that the Merger will be consummated in a manner that
complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended,
and all other applicable federal and state statutes, rules and regulations. We have further been advised by representatives of
Bryn Mawr that Bryn Mawr has relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal,
financial reporting, tax, accounting and regulatory matters with respect to Bryn Mawr, WSFS, the Merger and any related transaction
(including the Bank Merger) and the Agreement. KBW has not provided advice with respect to any such matters.
This
opinion addresses only the fairness, from a financial point of view, as of the date hereof, of the Exchange Ratio in the Merger
to the holders of Bryn Mawr Common Stock. We express no view or opinion as to any other terms or aspects of the Merger or any
term or aspect of any related transaction (including the Bank Merger), including without limitation, the form or structure of
the Merger or any such related transaction, any consequences of the Merger or any such related transaction to Bryn Mawr, its shareholders,
creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder
or other agreements, arrangements or understandings contemplated or entered into in connection with the Merger or otherwise. Our
opinion is necessarily based upon conditions as they exist and can be evaluated on the date hereof and the information made available
to us through the date hereof. As you are aware, there is currently widespread disruption, extraordinary uncertainty and unusual
volatility arising from the effects of the COVID-19 pandemic, including the effect of evolving governmental interventions and
non-interventions. It is understood that subsequent developments may affect the conclusion reached in this opinion and that KBW
does not have an obligation to update, revise or reaffirm this opinion. Our opinion does not address, and we express no view or
opinion with respect to, (i) the underlying business decision of Bryn Mawr to engage in the Merger or enter into the Agreement;
(ii) the relative merits of the Merger as compared to any strategic alternatives that are, have been or may be available to or
contemplated by Bryn Mawr or the Board; (iii) the fairness of the amount or nature of any compensation to any of Bryn Mawr’s
officers, directors or employees, or any class of such persons, relative to the compensation to the holders of Bryn Mawr Common
Stock; (iv) the effect of the Merger or any related transaction on, or the fairness of the consideration to be received by, holders
of any class of securities of Bryn Mawr (other than the holders of Bryn Mawr Common Stock, solely with respect to the Exchange
Ratio as described herein and not relative to the consideration to be received by holders of any other class of securities) or
holders of any class of securities of WSFS or any other party to any transaction contemplated by the Agreement; (v) the actual
value of WSFS Common Stock to be issued in the Merger; (vi) the prices, trading range or volume at which Bryn Mawr Common Stock
or WSFS Common Stock will trade following the public announcement of the Merger or the prices, trading range or volume
The Board of Directors – Bryn
Mawr Bank Corporation
March 9, 2021
Page 5 of 5
at which
WSFS Common Stock will trade following the consummation of the Merger; (vii) any advice or opinions provided by any other advisor
to any of the parties to the Merger or any other transaction contemplated by the Agreement; or (viii) any legal, regulatory, accounting,
tax or similar matters relating to Bryn Mawr, WSFS, their respective shareholders or stockholders, or relating to or arising out
of or as a consequence of the Merger or any related transaction (including the Bank Merger), including whether or not the Merger
would qualify as a tax-free reorganization for United States federal income tax purposes.
This
opinion is for the information of, and is directed to, the Board (in its capacity as such) in connection with its consideration
of the financial terms of the Merger. This opinion does not constitute a recommendation to the Board as to how it should vote
on the Merger, or to any holder of Bryn Mawr Common Stock or any shareholder or stockholder of any other entity as to how to vote
in connection with the Merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder
or stockholder should enter into a voting, shareholders’, or affiliates’ agreement with respect to the Merger or exercise
any dissenters’ or appraisal rights that may be available to such shareholder.
This
opinion has been reviewed and approved by our Fairness Opinion Committee in conformity with our policies and procedures established
under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.
Based
upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Exchange Ratio in the Merger is fair, from
a financial point of view, to the holders of Bryn Mawr Common Stock.
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Very truly yours,
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/s/ Keefe, Bruyette & Woods, Inc.
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Keefe, Bruyette & Woods, Inc.
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Keefe,
Bruyette & Woods, A Stifel Company
787
Seventh Avenue
New York, New York 10019
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Annex D
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1251
AVENUE OF THE AMERICAS, 6TH FLOOR
NEW YORK, NY
10020
P
212 466-7800 | TF 800 635-6851
Piper
Sandler & Co. Since 1895.
Member
SIPC and NYSE
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March
9, 2021
Board of Directors
WSFS Financial
Corporation
500 Delaware
Avenue
Wilmington,
DE 19801
Ladies and Gentlemen:
WSFS
Financial Corporation (“WSFS”) and Bryn Mawr Bank Corporation (“Bryn Mawr”) are proposing to enter into
an Agreement and Plan of Merger (the “Agreement”) pursuant to which Bryn Mawr will merge with and into WSFS with WSFS
as the surviving corporation (the “Merger”). As set forth in the Agreement, at the Effective Time, each share of common
stock, par value $1.00 per share, of Bryn Mawr (“Bryn Mawr Common Stock”) issued and outstanding immediately prior
to the Effective Time, except for certain shares of Bryn Mawr Common Stock as specified in the Agreement, shall be converted into
the right to receive 0.90 of a share of common stock, par value $0.01 per share, of WSFS (“WSFS Common Stock” and
such consideration, the “Merger Consideration”). Capitalized terms used herein without definition shall have the meanings
ascribed thereto in the Agreement. You have requested our opinion as to the fairness, from a financial point of view, of the Merger
Consideration to WSFS.
Piper
Sandler & Co. (“Piper Sandler”, “we” or “our”), as part of its investment banking business,
is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions
and other corporate transactions. In connection with this opinion, we have reviewed and considered, among other things: (i) a
draft of the Agreement, dated March 5, 2021; (ii) certain publicly available financial statements and other historical
financial information of WSFS that we deemed relevant; (iii) certain publicly available financial statements and other historical
financial information of Bryn Mawr that we deemed relevant; (iv) publicly available mean analyst earnings per share estimates
and estimated share repurchases for WSFS for the years ending December 31, 2021 and December 31, 2022 with an estimated long-term
annual earnings per share growth rate and annual estimated share repurchases for WSFS for the years ending December 31, 2023,
December 31, 2024 and December 31, 2025, as well as estimated dividends per share for WSFS for the years ending December 31, 2021
through December 31, 2025, as reviewed with the senior management of WSFS; (v) publicly available mean analyst earnings per share
estimates for Bryn Mawr for the years ending December 31, 2021 and December 31, 2022, as well as an estimated long-term annual
earnings per share growth rate for the years ending December 31, 2023, December 31, 2024 and December 31, 2025 and estimated dividends
per share for Bryn Mawr for the years ending December 31, 2021 through December 31, 2025, as reviewed with the senior management
of WSFS; (vi) the pro forma financial impact of the Merger on WSFS based on certain assumptions relating to transaction expenses,
purchase accounting adjustments, the regulatory capital treatment of certain trust preferred securities, cost savings and certain
adjustments for current expected credit loss (CECL) accounting standards, as provided by the senior management of WSFS; (vii)
the publicly reported historical price and trading activity for WSFS Common Stock and Bryn Mawr Common Stock, including a comparison
of certain stock trading information for WSFS Common Stock and Bryn Mawr Common Stock and certain stock indices, as well as similar
publicly available information for certain other companies, the securities of which are publicly traded; (viii) a comparison of
certain financial and market information for WSFS and Bryn Mawr with similar financial institutions for which information is publicly
available; (ix) the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis),
to the extent publicly available; (x) the
current market environment generally and the banking environment in particular; and
(xi) such other information, financial studies, analyses and investigations and financial, economic and market criteria as we
considered relevant. We also discussed with certain members of the senior management of WSFS and its representatives the business,
financial condition, results of operations and prospects of WSFS and held similar discussions with certain members of the senior
management of Bryn Mawr and its representatives regarding the business, financial condition, results of operations and prospects
of Bryn Mawr.
In
performing our review, we have relied upon the accuracy and completeness of all of the financial and other information that was
available to us from public sources, that was provided to us by WSFS or its representatives, or that was otherwise reviewed by
us and we have assumed such accuracy and completeness for purposes of rendering this opinion without any independent verification
or investigation. We have further relied on the assurances of the senior management of WSFS that they are not aware of any facts
or circumstances that would make any of such information inaccurate or misleading in any respect material to our analyses. We
have not been asked to undertake, and have not undertaken, an independent verification of any such information and we do not assume
any responsibility or liability for the accuracy or completeness thereof. We did not make an independent evaluation or perform
an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of WSFS or Bryn
Mawr. We render no opinion on, or evaluation of, the collectability of any assets or the future performance of any loans of WSFS
or Bryn Mawr. We did not make an independent evaluation of the adequacy of the allowance for loan losses of WSFS or Bryn Mawr,
or the combined entity after the Merger, and we have not reviewed any individual credit files relating to WSFS or Bryn Mawr. We
have assumed, with your consent, that the respective allowances for loan losses for both WSFS and Bryn Mawr are adequate to cover
such losses and will be adequate on a pro forma basis for the combined entity.
In
preparing its analyses, Piper Sandler used publicly available mean analyst earnings per share estimates and estimated share repurchases
for WSFS for the years ending December 31, 2021 and December 31, 2022 with an estimated long-term annual earnings per share growth
rate and annual estimated share repurchases for WSFS for the years ending December 31, 2023, December 31, 2024 and December 31,
2025, as well as estimated dividends per share for WSFS for the years ending December 31, 2021 through December 31, 2025, as reviewed
with the senior management of WSFS. In addition, Piper Sandler used publicly available mean analyst earnings per share estimates
for Bryn Mawr for the years ending December 31, 2021 and December 31, 2022, as well as an estimated long-term annual earnings
per share growth rate for the years ending December 31, 2023, December 31, 2024 and December 31, 2025 and estimated dividends
per share for Bryn Mawr for the years ending December 31, 2021 through December 31, 2025, as reviewed with the senior management
of WSFS. Piper Sandler also received and used in its pro forma analysis certain assumptions relating to transaction expenses,
purchase accounting adjustments, the regulatory capital treatment of certain trust preferred securities, cost savings and certain
adjustments for CECL accounting standards, as provided by the senior management of WSFS. With respect to the foregoing information,
the senior management of WSFS confirmed to us that such information reflected (or, in the case of the publicly available analyst
estimates referred to above, were consistent with) the best currently available estimates and judgements of senior management
as to the future financial performance of WSFS and Bryn Mawr, respectively, and we assumed that the financial results reflected
in such information would be achieved. We express no opinion as to such estimates or judgements, or the assumptions on which they
are based. We have also assumed that there has been no material change in WSFS’s or Bryn Mawr’s assets, financial
condition, results of operations, business or prospects since the date of the most recent financial statements made available
to us. We have assumed in all respects material to our analyses that WSFS and Bryn Mawr will remain as going concerns for all
periods relevant to our analyses.
We
have also assumed, with your consent, that (i) each of the parties to the Agreement will comply in all material respects with
all material terms and conditions of the Agreement and all related agreements required to effect the Merger, that all of the representations
and warranties contained in such agreements are true and correct in all material respects, that each of the parties to such agreements
will perform in all material respects all of the covenants and other obligations required to be performed by such party under
such agreements and that the conditions precedent in such agreements are not and will not be waived, (ii) in the course of obtaining
the necessary regulatory or third party approvals, consents and releases with respect to the Merger, no delay, limitation, restriction
or condition will be imposed that would have an adverse effect on WSFS, Bryn Mawr, the Merger or any related transactions, and
(iii) the Merger and any related transactions will be consummated in accordance with the terms of the Agreement without any waiver,
modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and
other requirements. Finally, with your consent, we have relied upon the advice that WSFS has received from its legal, accounting
and tax advisors as to all legal, accounting and tax matters relating to the Merger and the other transactions contemplated by
the Agreement. We express no opinion as to any such matters.
Our
opinion is necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information
made available to us as of, the date hereof. Events occurring after the date hereof could materially affect this opinion. We have
not undertaken to update, revise, reaffirm or withdraw this opinion or otherwise comment upon events occurring after the date
hereof. We express no opinion as to the trading value of WSFS Common Stock or Bryn Mawr Common Stock at any time or what the value
of WSFS Common Stock will be once it is actually received by the holders of Bryn Mawr Common Stock.
We
have acted as WSFS’s financial advisor in connection with the Merger and will receive a fee for our services, which advisory
fee is contingent upon consummation of the Merger. We will also receive a fee for rendering this opinion, which opinion fee will
be credited in full towards the advisory fee which will become payable to Piper Sandler upon consummation of the Merger. WSFS
has also agreed to indemnify us against certain claims and liabilities arising out of our engagement and to reimburse us for certain
of our out-of-pocket expenses incurred in connection with our engagement. Piper Sandler has provided certain other investment
banking services to WSFS in the two years preceding the date hereof. In summary, Piper Sandler acted as lead book-running manager
in connection with the offer and sale of WSFS senior debt, which transaction occurred in December 2020 and for which Piper Sandler
received approximately $1 million in compensation. Piper Sandler did not provide any investment banking services to Bryn Mawr
in the two years preceding the date of this opinion. In the ordinary course of our business as a broker-dealer, we may purchase
securities from and sell securities to WSFS, Bryn Mawr and their respective affiliates. We may also actively trade the equity
and debt securities of WSFS, Bryn Mawr and their respective affiliates for our own account and for the accounts of our customers.
Our
opinion is directed to the Board of Directors of WSFS in connection with its consideration of the Agreement and the Merger and
does not constitute a recommendation to any shareholder of WSFS as to how any such shareholder should vote at any meeting of shareholders
called to consider and vote upon the approval of the Agreement and the Merger. Our opinion is directed only as to the fairness,
from a financial point of view, of the Merger Consideration to WSFS and does not address the underlying business decision of WSFS
to engage in the Merger, the form or structure of the Merger or any other transactions contemplated in the Agreement, the relative
merits of the Merger as compared to any other alternative transactions or business strategies that might exist for WSFS or the
effect of any other transaction in which WSFS might engage. We also do not express any opinion as to the fairness of the amount
or nature of the compensation to be received in the Merger by any WSFS officer, director or employee, or class of such persons,
if any, relative to the amount of compensation to be received by any other shareholder. This opinion has been approved by Piper
Sandler’s fairness opinion committee. This opinion may not be reproduced without Piper Sandler’s prior written consent;
provided, however, Piper Sandler will provide its consent for the opinion to be included in any regulatory filings, including
the Joint Proxy Statement and the S-4, to be filed with the SEC and mailed to shareholders in connection with the Merger.
Based
upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Merger Consideration is fair to WSFS from
a financial point of view.
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Very truly yours,
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/s/ Piper Sandler & Co.
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