date for the William Penn special meeting, William Penn believes that Tyndall Capital Partners LP and Jeffrey Halis currently beneficially own less than 5% of William Penn’s outstanding shares of common stock. Attending the Meeting All holders of William Penn common stock, including shareholders of record and shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the special meeting. Shareholders of record can vote at the special meeting. If you are not a shareholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. WILLIAM PENN SPECIAL MEETING—PROPOSAL NO. 1 WILLIAM PENN MERGER PROPOSAL William Penn is asking its shareholders to approve the William Penn merger proposal. For a detailed discussion of the merger, including the terms and conditions of the merger agreement, see “The Merger,” beginning on page 49. As discussed in detail in the sections entitled “The Merger—William Penn’s Reasons for the Merger,” and “The Merger—Recommendation of William Penn’s Board of Directors,” beginning on pages 53 and 57, respectively, after careful consideration, the William Penn board of directors determined that the terms of the merger agreement and the transactions contemplated by it are in the best interests of William Penn and its shareholders, and the William Penn board of directors unanimously approved the merger agreement. Accordingly, the William Penn board of directors unanimously recommends that William Penn shareholders vote “FOR” the William Penn merger proposal. WILLIAM PENN SPECIAL MEETING—PROPOSAL NO. 2 WILLIAM PENN ADJOURNMENT PROPOSAL If, at the William Penn special meeting, the number of shares of William Penn common stock, present or by proxy, is insufficient to constitute a quorum or the number of shares of William Penn common stock voting in favor is insufficient to adopt the merger agreement, William Penn management intends to adjourn the special meeting in order to enable the William Penn board of directors more time to solicit additional proxies. In that event, William Penn will ask its shareholders to vote only upon the adjournment proposal and not the proposal relating to adoption of the merger agreement. In this proposal, William Penn is asking you to grant discretionary authority to the holder of any proxy solicited by the William Penn board of directors so that such holder can vote in favor of the proposal to adjourn the special meeting to solicit additional proxies. If the shareholders of William Penn approve the adjournment proposal, William Penn could adjourn the special meeting, and any adjourned session of the special meeting, and use the additional time to solicit additional proxies, including the solicitation of proxies from shareholders who have previously voted. Generally, if the special meeting is adjourned, no notice of the adjourned meeting is required to be given to shareholders, other than an announcement at the special meeting of the place, date and time to which the meeting is adjourned. The William Penn board of directors recommends a vote “FOR” the William Penn adjournment proposal. 118
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