Penn and William Penn will split the costs of printing and mailing the joint proxy statement/prospectus for their respective special shareholder meetings. Indemnification and Insurance The merger agreement requires Mid Penn to indemnify William Penn’s and its subsidiaries’ current and former directors, officers and employees to the fullest extent as would have been permitted under Maryland law and William Penn’s articles of incorporation or the William Penn bylaws or similar governing documents. The merger agreement provides that in the event of any threatened or actual claim, action, suit, proceeding or investigation in which any person who is or has been a director, officer or employee of William Penn is made or is threatened to be made party based in whole or in part on, or arising in whole or in part out of the fact that he or she is or was a director, officer or employee of William Penn or any of its subsidiaries or predecessors and pertaining to any matter of fact arising, existing or occurring at or before the effective time of the merger (including the merger and the merger agreement), Mid Penn will defend against and respond thereto. Mid Penn has agreed to indemnify and hold harmless each such indemnified party against any losses, claims, damages, liabilities, costs, expenses (including attorney’s fees), judgments, and amounts paid in settlement in connection with any such threatened or actual claim, action, suit proceeding or investigation. The merger agreement also requires that Mid Penn provide advancement of expenses to, all past and present officers, directors and employees of William Penn and its subsidiaries in their capacities as such against all such losses, claims, damages, costs, expenses, liabilities, judgments or amounts paid in settlement to the fullest extent permitted by applicable laws and William Penn’s articles of incorporation and bylaws. Mid Penn has further agreed, for a period of six years after the effective time of the merger, to maintain the directors’ and officers’ liability insurance policies of William Penn (provided that Mid Penn may substitute policies of at least the same coverage containing terms and conditions which are not materially less favorable to the insured) with respect to claims arising from factors or events which occurred prior to the effective time of the merger. Mid Penn is not 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 William Penn’s directors and officers, 200% of annual premium payments paid on William Penn’s current policy in effect as of the date of the merger agreement. Mid Penn will use reasonable efforts to maintain the most advantageous insurance policies obtainable for such amount. In lieu of Mid Penn purchasing and maintaining a directors’ and officers’ liability insurance policy, and upon the consent of Mid Penn, William Penn may, prior to the effective time of the merger, obtain a six year “tail” policy under William Penn’s existing directors’ and officers’ insurance policy which provides equivalent coverage, so long as it does not exceed, for the portion related to William Penn’s directors and officers, 200% of the annual premium payments paid on William Penn’s current policy in effect prior to the effective time of the merger. Conditions to Complete the Merger Completion of the merger is subject to the fulfillment of certain conditions, none of which may be waived, including: • the approval of the merger agreement by the William Penn shareholders and the approval of the Mid Penn share issuance by the Mid Penn shareholders; • the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part with respect to the Mid Penn common stock to be issued in the merger under the Securities Act and the absence of any stop order or proceedings initiated or threatened by the SEC for that purpose; • the receipt by each of Mid Penn and William Penn of a legal opinion with respect to certain U.S. federal income tax consequences of the merger; 103
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