withholding, but they may still need to furnish an IRS Form W-9 or otherwise establish an exemption. Any amounts withheld from payments to a William Penn shareholder under the backup withholding rules are not additional taxes and will be allowed as a refund or credit against the shareholder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Tax matters are very complicated, and the tax consequences of the merger to each holder of William Penn common stock will depend on the facts of that shareholder’s particular situation. The discussion set forth above does not address all U.S. federal income tax consequences that may be relevant to a particular holder of William Penn common stock and may not be applicable to holders in special situations. Holders of William Penn common stock are urged to consult their own tax advisors regarding the specific tax consequences of the merger. Further, such discussion does not address tax consequences that may arise with respect to Mid Penn by reason of any actions taken or events occurring subsequent to the merger. 110
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