William Penn shareholders are not required to take any additional actions if their shares of William Penn common stock are held in book-entry form. Promptly following the completion of the merger, shares of William Penn common stock held in book-entry form automatically will be exchanged for shares of Mid Penn common stock in book-entry form and cash to be paid in exchange for fractional shares, if any. Dividends and Distributions Until William Penn common stock certificates are surrendered for exchange, any dividends or other distributions declared after the effective time of the merger with respect to Mid Penn common stock into which shares of William Penn common stock may have been converted will accrue but will not be paid. Mid Penn will pay to former William Penn shareholders any unpaid dividends or other distributions, without interest, only after they have surrendered their William Penn stock certificates. Pursuant to the merger agreement, William Penn is permitted to continue to pay quarterly cash dividends of no more than $0.03 per share of common stock through the completion of the merger. Representations and Warranties The merger agreement contains customary representations and warranties of William Penn and Mid Penn relating to their respective businesses. The representations must be true and correct in accordance with the materiality standards set forth in the merger agreement, as of the date of the merger agreement and at the effective date of the merger as though made at and as of such time (except that representations and warranties that by their terms speak as of the date of the merger agreement or some other date must be true and correct as of such date). The representations and warranties in the merger agreement do not survive the effective time of the merger. Each of Mid Penn and William Penn has made representations and warranties to the other regarding, among other things: • corporate matters, including due organization and qualification and subsidiaries; • capitalization; • authority relative to execution and delivery of the merger agreement and the absence of breaches or violations of organizational documents or other obligations as a result of the merger; • required governmental, regulatory and third party consents, approvals and filings in connection with the merger; • the timely filing of reports with governmental entities; • financial statements and the absence of undisclosed liabilities; • tax matters; • the absence of circumstances and events reasonably likely to have a material adverse effect on the business of William Penn and Mid Penn; • properties; • insurance coverage; • legal proceedings and regulatory matters; • compliance with applicable laws; • employee matters, including employee benefit plans; • environmental matters; • brokers, finders and financial advisors; 94
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