• enter into any agreement, agreement in principle or letter of intent with respect to any alternative acquisition proposal or approve or resolve to approve any alternative acquisition proposal or any agreement, agreement in principle or letter of intent relating to an alternative acquisition proposal. The merger agreement does not, however, prohibit William Penn from furnishing information or access to a third party who has made an unsolicited alternative acquisition proposal and participating in discussions and negotiating with such person if specified conditions are met. Among those conditions is a good faith determination by William Penn’s board of directors, after consultation with and having considered the advice of its outside legal counsel and its independent financial advisor, that the unsolicited alternative acquisition proposal constitutes, or is reasonably likely to lead to, a proposal that is more favorable, from a financial point of view, to William Penn and its shareholders than the transactions contemplated by the merger agreement and is reasonably capable of being completed on its stated terms, taking into account all financial, regulatory, legal and other aspects of the proposal. For further discussion of the restrictions on solicitation of acquisition proposals from third parties, see “The Merger Agreement—Agreement Not to Solicit Other Offers” beginning on page 100. Termination of the Merger Agreement (page 104) Mid Penn and William Penn may mutually agree to terminate the merger agreement before completing the merger, even after William Penn or Mid Penn shareholder approval. In addition, either Mid Penn or William Penn may decide to terminate the merger agreement, if (i) a court or governmental entity issues a final order that is not appealable prohibiting the merger, (ii) a bank regulator which must grant a regulatory approval as a condition to the merger denies such approval of the merger, and such denial has become final and is not appealable, or imposes a materially burdensome regulatory condition in connection with the approval of the merger, (iii) the shareholders of William Penn fail to approve the merger at the special meeting; (iv) the shareholders of Mid Penn fail to approve the issuance of shares of Mid Penn common stock to holders of William Penn shareholders in connection with the merger at the special meeting, or (v) the other party breaches the merger agreement in a way that would entitle the party seeking to terminate the agreement not to consummate the merger, subject to the right of the breaching party to cure the breach within thirty (30) days following written notice. Either of Mid Penn or William Penn may also terminate the merger agreement if the merger has not been completed by December 1, 2025, unless the reason the merger has not been completed by that date is a breach of the merger agreement by the company seeking to terminate the merger agreement. Mid Penn may terminate the merger agreement if the William Penn board of directors, in connection with the receipt of a superior alternative acquisition proposal, (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) has otherwise made a determination to accept the superior alternative acquisition proposal. William Penn may terminate the merger agreement if William Penn receives an alternative acquisition proposal and the William Penn board of directors has made a determination that the alternative acquisition proposal is a superior proposal and accepts such alternative acquisition proposal. William Penn may also terminate the merger agreement on or after the fifth 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 consecutive full trading days ending on the trading day prior to the determination date by (B) $30.59 causes the financial price ratio to be both (i) less than 0.80, and (ii) less than (by more than 20%) the quotient obtained by dividing (Y) the Dow Jones U.S. Micro Cap Banks Index Value during the twenty consecutive full trading days ending on the trading day 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 business days of receipt of written notice from William Penn, to adjust the exchange ratio and prevent termination of the merger agreement. 20
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