good faith judgment, after considering the advice of its outside legal counsel and, with respect to financial matters, its financial advisor: • would, if consummated, result in the acquisition of greater than fifty percent (50%) of the issued and outstanding shares of William Penn common stock or all, or substantially all, of the assets of William Penn on a consolidated basis; • would result in a transaction that involves consideration to the holders of William Penn common stock that is more favorable, from a financial point of view, than the consideration to be paid to such holders by Mid Penn under the merger agreement (taking into account all factors relating to such proposed transaction deemed relevant by William Penn’s board of directors, including without limitation, the amount and form of consideration, the timing of payment, the risk of consummation of the transaction, the financing thereof and all other conditions thereto (including any adjustments to the terms and conditions of such transactions proposed by Mid Penn in response to such acquisition proposal); • is reasonably likely to be completed on the terms proposed, taking into account all legal, financial, regulatory and other aspects of the proposal. In addition, except as set forth below, William Penn has agreed that it will not: • withdraw, qualify or modify, or propose to withdraw, qualify or modify, in a manner adverse to Mid Penn, its recommendation to its shareholders to approve the merger agreement or make any statement, filing or release, in connection with the William Penn special meeting of shareholders or otherwise, inconsistent with its recommendation to its shareholders to approve the merger agreement (it being understood that taking a neutral position or no position with respect to an acquisition proposal other than the merger will be considered an adverse modification of its recommendation to its shareholders); • approve or recommend, or publicly propose to approve or recommend, any acquisition proposal other than with respect to the merger; or • enter into (or cause William Penn to enter into) any letter of intent or other agreement relating to an acquisition proposal other than with respect to the merger or requiring William Penn to fail to consummate the merger. Up until the time of the William Penn shareholder meeting, however, William Penn may withdraw, qualify or modify in a manner adverse to Mid Penn its recommendation to William Penn shareholders to approve the merger agreement, or take any of the other actions listed above with respect to another acquisition proposal, if but only if: • the William Penn board of directors has reasonably determined in good faith, after consultation with and having considered the advice of its outside legal counsel and, with respect to financial matters, its financial advisor that the failure to take such actions would be inconsistent with the board’s fiduciary duties to William Penn’s shareholders under applicable law; • it has provided at least five business days’ notice to Mid Penn that a bona fide unsolicited proposal constitutes a superior proposal; and • after taking into account any adjusted, modified or amended terms as may have been committed to by Mid Penn in writing, the William Penn board of directors has acted in good faith, after consultation with and having considered the advice of its outside legal counsel and, with respect to financial matters, its financial advisor, determined that the other acquisition proposal constitutes a superior proposal. Expenses and Fees In general, each of Mid Penn and William Penn will be responsible for all expenses incurred by it in connection with the negotiation and completion of the transactions contemplated by the merger agreement, except that Mid 102
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