KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the management of Mid Penn regarding the past and current business operations, regulatory relations, financial condition and future prospects of the companies and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to assist, and did not assist, Mid Penn with negotiating or structuring the merger. In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon Mid Penn management as to the reasonableness and achievability of the financial and operating forecasts and projections of William Penn, the publicly available consensus “street estimates” of Mid Penn, the assumed Mid Penn long-term growth rates, and the estimates regarding certain pro forma financial effects of the merger on Mid Penn (including, without limitation, the cost savings expected to result or be derived from the merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the publicly available consensus “street estimates” of Mid Penn referred to above that such estimates were consistent with, the best currently available estimates and judgments of Mid Penn management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated. It is understood that the portion of the foregoing financial information of Mid Penn and William Penn that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of Mid Penn referred to above, was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, the widespread disruption, extraordinary uncertainty and unusual volatility arising from global tensions and political unrest, economic uncertainty, inflation, prolonged higher interest rates, the COVID-19 pandemic and, in the case of the banking industry, recent actual or threatened regional bank failures, including the effect of evolving governmental interventions and non-interventions) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the management of Mid Penn and with the consent of the Mid Penn board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof. KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Mid Penn or William Penn since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for credit losses and KBW assumed, without independent verification and with Mid Penn’s consent, that the aggregate allowances for credit losses for each of Mid Penn and William Penn are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Mid Penn or William Penn, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Mid Penn or William Penn under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. KBW made note of the classification by each of Mid Penn and William Penn of its loans and owned securities as either held to maturity or held for investment, on the one hand, or held for sale or available for sale, on the other hand, but KBW expressed no view as to any such matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or 74
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