agreement with respect to such proposal, withdraws its recommendation that William Penn shareholders approve the merger agreement, (ii) fails to make such a recommendation or modifies or qualifies its recommendation, in a manner adverse to Mid Penn, or (iii) has otherwise made a determination to accept such proposal. Further, William Penn’s board of directors may terminate the merger agreement if William Penn has received a superior proposal and the William Penn board of directors has made a determination to accept such proposal. William Penn may also terminate the merger agreement on or after the fifth (5th) business day immediately prior to the closing date of the merger (the “determination date”) if the quotient obtained by dividing (A) the average of the per share closing price of a share of Mid Penn common stock during the twenty (20) consecutive full trading days ending on the trading date prior to the determination date by (B) $30.59 is both (i) less than 0.80 and (ii) less (by more than twenty percent (20%)) than the quotient obtained by dividing (Y) the average of the Dow Jones U.S. Micro Cap Banks Index Value during the twenty (20) consecutive full trading days ending on the trading date prior to the determination date by (Z) $31,420.39. If William Penn chooses to exercise this termination right, Mid Penn has the option, within two (2) business days of receipt of notice from William Penn, to adjust the exchange ratio and prevent termination of the merger agreement under this provision. Effect of Termination. If the merger agreement is terminated, it will become void, and there will be no liability on the part of Mid Penn or William Penn, except that both Mid Penn and William Penn will remain liable for any willful breach of the merger agreement and designated provisions of the merger agreement, including the payment of fees and expenses, the confidential treatment of information and publicity restrictions, will survive the termination. Termination Fee William Penn will pay Mid Penn a termination fee of $4,900,000 in the event that the merger agreement is terminated: • by Mid Penn because William Penn has received a superior alternative acquisition proposal, and William Penn (1) enters into a letter of intent, agreement in principle or an acquisition agreement with respect to the superior alternative acquisition proposal, (2) fails to make, withdraws, modifies or qualifies its recommendation that William Penn shareholders approve the merger agreement in a manner adverse to Mid Penn, or (3) delivers a written notice to Mid Penn of its determination to accept the superior alternative acquisition proposal; or • by William Penn, if William Penn receives an alternative acquisition proposal and has made a determination that the alternative acquisition proposal is a superior proposal and accepts such alternative acquisition proposal. William Penn will also be required to pay Mid Penn the termination fee of $4,900,000 in the event that William Penn enters into a definitive agreement relating to, or consummates, an acquisition proposal within twelve (12) months following termination of the merger agreement: • by Mid Penn because of a willful breach of the merger agreement by William Penn; or • by either Mid Penn or William Penn, if the shareholders of William Penn failed to approve the merger and either William Penn breached the no-solicitation provisions of the merger agreement or a third party publicly proposed or announced an alternative acquisition proposal prior to the William Penn special meeting. Amendment, Waiver and Extension of the Merger Agreement Subject to applicable law, the parties may amend the merger agreement by written agreement between William Penn and Mid Penn executed in the same manner as the merger agreement. 105
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