We have also assumed, with your consent, that (i) each of the parties to the Agreement will comply in all material respects with all material terms and conditions of the Agreement and all related agreements required to effect the Merger, that all of the representations and warranties contained in such agreements are true and correct in all material respects, that each of the parties to such agreements will perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements are not and will not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on William Penn, Mid Penn, the Merger or any related transactions, and (iii) the Merger and any related transactions will be consummated in accordance with the terms of the Agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with your consent, we have relied upon the advice that William Penn has received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the Merger and the other transactions contemplated by the Agreement. We express no opinion as to any such matters. Our opinion is necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof could materially affect this opinion. We have not undertaken to update, revise, reaffirm or withdraw this opinion or otherwise comment upon events occurring after the date hereof. We express no opinion as to the trading value of William Penn Common Stock or Mid Penn Common Stock at any time or what the value of Mid Penn Common Stock will be once the shares are actually received by the holders of William Penn Common Stock. We have acted as William Penn’s financial advisor in connection with the Merger and will receive a fee for our services, which fee is contingent upon consummation of the Merger. We will also receive a fee for rendering this opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Piper Sandler upon consummation of the Merger. William Penn has also agreed to indemnify us against certain claims and liabilities arising out of our engagement and to reimburse us for certain of our out-of-pocket expenses incurred in connection with our engagement. In the two years preceding the date hereof, Piper Sandler has not provided any other investment banking services to William Penn. As you are aware, Piper Sandler provided certain investment banking services to Mid Penn in the two years preceding the date hereof. In summary, Piper Sandler rendered an opinion to the Board of Directors of Mid Penn in connection with Mid Penn’s acquisition of Brunswick Bancorp in December 2022, for which Piper Sandler received a fee of $200,000. In addition, with your knowledge and consent, Piper Sandler may provide certain investment banking services to Mid Penn in the future, including during the pendency of the Merger. In the ordinary course of our business as a broker-dealer, we may purchase securities from and sell securities to William Penn, Mid Penn and their respective affiliates. We may also actively trade the equity and debt securities of William Penn, Mid Penn and their respective affiliates for our own account and for the accounts of our customers. Our opinion is directed to the Board of Directors of William Penn in connection with its consideration of the Agreement and the Merger and does not constitute a recommendation to any shareholder of William Penn as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the Agreement and the Merger. Our opinion is directed only as to the fairness, from a financial point of view, of the Exchange Ratio to the holders of William Penn Common Stock and does not address the underlying business decision of William Penn to engage in the Merger, the form or structure of the Merger or any other transactions contemplated in the Agreement, the relative merits of the Merger as compared to any other alternative transactions or business strategies that might exist for William Penn or the effect of any other transaction in which William Penn might engage. We also do not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Merger by any William Penn officer, director or employee, or class of such persons, if any, relative to the amount of compensation to be received by any other shareholder. This opinion has been approved by Piper Sandler’s fairness opinion committee. This opinion may not be reproduced without Piper Sandler’s prior written consent; provided, however, Piper Sandler will provide B-3
RkJQdWJsaXNoZXIy NTYwMjI1