special meeting and may be more or less than the current price of Mid Penn common stock or the price of Mid Penn common stock at the time of the William Penn special meeting or at the completion of the merger. The exchange ratio is fixed and not subject to adjustment, except in limited circumstances. No fractional shares of Mid Penn common stock will be issued to any holder of William Penn common stock upon completion of the merger. For each fractional share that would otherwise be issued, Mid Penn will pay cash in an amount equal to the fraction multiplied by the closing price for a share of Mid Penn common stock as reported on Nasdaq for the fifth (5th) business day prior to the closing date. No interest will be paid or accrued on cash payable to holders in lieu of fractional shares. At the effective time of the merger, each option to purchase shares of William Penn common stock which is outstanding and unexercised immediately prior to the effective time of the merger, whether or not then vested and exercisable, shall cease to represent a right to acquire shares of William Penn common stock and will be converted into an option to acquire, on the same terms and conditions as were applicable under such William Penn stock option (including vesting and exercisability terms) immediately prior to the effective time of the merger, the number of shares of Mid Penn common stock equal to (a) the number of shares of William Penn common stock subject to such stock option multiplied by (b) 0.426. Such product will be rounded down to the nearest whole share. The exercise price per share (rounded up to the nearest whole cent) of each Mid Penn stock option issued for the William Penn stock option will be equal to (y) the exercise price per share of shares of William Penn common stock that were purchasable pursuant to such William Penn stock option divided by (z) 0.426. If an officer, director or employee of William Penn has received a stock option award and they are terminated within two years of the completion of the merger, any unvested stock options will automatically vest upon termination. At the effective time of the merger, each restricted stock award of William Penn common stock which is outstanding immediately prior to the effective time of the merger and with respect to which the applicable restrictions have not yet lapsed, shall cease to represent a right to acquire shares of William Penn common stock and will be converted into the right to receive, on the same terms and conditions as were applicable under such William Penn restricted stock award (including vesting terms) immediately prior to the effective time of the merger, the number of shares of Mid Penn common stock equal to (a) the number of shares of William Penn common stock subject to such restricted stock award multiplied by (b) 0.426. Such product will be rounded down to the nearest whole share. If an officer, director, or employee of William Penn has received a restricted stock award and they are terminated within two years of the completion of the merger, any unvested restricted stock awards will automatically vest upon termination. Conversion of Shares; Letter of Transmittal; Exchange of Certificates The conversion of William Penn common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger. As promptly as practicable after completion of the merger, but in any event within five (5) business days, the exchange agent will mail to each William Penn shareholder a letter of transmittal with instructions on how to exchange certificates representing shares of William Penn common stock for the merger consideration to be received in the merger pursuant to the terms of the merger agreement. William Penn shareholders who hold their shares of William Penn common stock in certificated form will be required to submit their William Penn stock certificates before they will receive the merger consideration. If you own shares of William Penn common stock in “street name” through a broker, bank or other nominee, you should receive or seek instructions from the broker, bank or other nominee holding your shares concerning how to surrender your shares of William Penn common stock in exchange for the merger consideration. If a certificate for William Penn common stock has been lost, stolen or destroyed, the exchange agent will issue the consideration properly payable under the merger agreement upon receipt of appropriate evidence as to that loss, theft or destruction, appropriate evidence as to the ownership of that certificate by the claimant, and appropriate and customary indemnification. Computershare will be the exchange agent in the merger and will perform such duties as explained in the merger agreement. 93
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