MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER The following discussion addresses the material U.S. federal income tax consequences of the merger to a William Penn shareholder who holds shares of William Penn common stock as a capital asset. This discussion is based upon the Internal Revenue Code, Treasury regulations promulgated under the Internal Revenue Code, judicial authorities, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this discussion and all of which are subject to change (possibly with retroactive effect). It is also based upon factual representations contained in certificates of officers of Mid Penn and William Penn. Future legislative, judicial, or administrative changes or interpretations which may or may not be retroactive, or the failure of any such facts or representations to be true, accurate and complete, may affect the statements and conclusions described in this discussion. This discussion is not intended to be a complete description of all of the U.S. federal income tax consequences of the merger. Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to William Penn shareholders in light of their particular circumstances and does not address aspects of U.S. federal income taxation that may be applicable to William Penn shareholders subject to special treatment under the Internal Revenue Code (including but not limited to banks, financial institutions, trusts, estates, persons who hold shares of William Penn common stock in an IRA, 401(k) plans or similar tax-favored accounts, tax-exempt organizations, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities that elect to use a mark-to-market method of accounting, persons holding William Penn common stock through a pass-through entity, William Penn shareholders who hold their shares of William Penn common stock as part of a hedge, straddle, conversion transaction or constructive sale transaction, William Penn shareholders who acquired their shares of William Penn common stock pursuant to the exercise of employee stock options or otherwise as compensation, persons that hold options or warrants to acquire William Penn common stock, persons whose functional currency for U.S. federal income tax purposes is not the United States dollar, persons who are United States expatriates and holders who are not United States persons, within the meaning of Section 7701(a)(30) of the Internal Revenue Code). In addition, the discussion does not address any aspect of state, local or foreign taxation. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below. No ruling has been or will be requested from the IRS regarding the tax consequences of the merger. Moreover, the opinions described in this discussion are not binding on the IRS, and these opinions would not prevent the IRS from challenging the U.S. federal income tax treatment of the merger. Because of the complexities of the tax laws in general, and the complexities of the tax consequences associated with the receipt of cash in the merger in particular, holders of William Penn common stock are encouraged to consult their tax advisors with respect to the particular U.S. federal, state, local and foreign tax consequences of the merger. This section is not intended to be tax advice to any shareholder. Tax Opinions The closing of the merger is conditioned, in part, upon the receipt by Mid Penn of the opinion of Pillar Aught LLC, and the receipt by William Penn of the opinion of Kilpatrick Townsend & Stockton LLP, each dated as of the effective date of the merger, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in the opinion (including factual representations contained in certificates of officers of Mid Penn and William Penn) which are consistent with the state of facts existing as of the effective date of the merger, the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. The tax opinions to be delivered in connection with the merger represent each counsel’s best legal judgment; however, such opinions are not binding on the IRS or the courts, and neither Mid Penn nor William Penn intends to request a ruling from the IRS with respect to the U.S. federal income tax consequences of the merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. In addition, if any of the facts, representations or assumptions upon which such opinions are based is inconsistent with the actual facts, the U.S. federal income tax consequences of the merger could be adversely affected. 108
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