Termination Fee (page 105) William Penn will pay Mid Penn a termination fee of $4,900,000 if 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) has otherwise made a 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 in accordance with the terms of the merger agreement. 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 non-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. Regulatory Approvals Required for the Merger (page 88) Completion of the merger and the bank merger are subject to the receipt of all approvals required by, or waivers from, applicable regulatory authorities and the absence of any materially burdensome regulatory condition imposed in connection with any such regulatory approval. The transaction is subject to approval by the Federal Deposit Insurance Corporation (the “FDIC”) and the Pennsylvania Department of Banking and Securities (the “PDB”) and approval, or waiver of formal application and approval requirements, from the Board of Governors of the Federal Reserve System (the “FRB”). Mid Penn has filed or will file all required applications, notices and waiver requests to obtain the regulatory approvals and non-objections necessary to consummate the merger. While Mid Penn does not know of any reason why it would not obtain the approvals in a timely manner, Mid Penn cannot be certain when or if it will receive the required regulatory approvals or that any such approvals received will not include a materially burdensome regulatory condition. Notifications and/or applications requesting approval may also be submitted to various other federal and state regulatory authorities and self-regulatory organizations. Mid Penn and William Penn have agreed to use their reasonable best efforts to obtain all required regulatory approvals. Risk Factors (page 39) You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in the joint proxy statement/ prospectus. In particular, you should consider the factors described under “Risk Factors.” 21
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