This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2024, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and William Penn Bancorporation, a Maryland corporation (“William Penn”). Certain capitalized terms have the meanings given to them in Article I. RECITALS 1. The Board of Directors of each of Mid Penn and William Penn (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of their respective companies, shareholders and other constituencies and (ii) has approved and adopted this Agreement; and 2. In accordance with the terms of this Agreement, William Penn will merge with and into Mid Penn (the “Merger”), so that Mid Penn is the surviving corporation (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”) in the Merger; and 3. Each of the directors and executive officers of William Penn has executed a letter agreement, in the form attached hereto as Exhibit A, dated as of the date hereof (the “William Penn Affiliate Letter”), pursuant to which each such director and executive officer has agreed, among other things, to vote all shares of William Penn Common Stock he or she has the sole power to vote or direct the voting thereof in favor of the approval of this Agreement and the transactions contemplated hereby; 4. Each of the directors and executive officers of Mid Penn has executed a letter agreement, in the form attached hereto as Exhibit B, dated as of the date hereof (the “Mid Penn Affiliate Letter”), pursuant to which each such director and executive officer has agreed, among other things, to vote all shares of Mid Penn Common Stock he or she has the sole power to vote or direct the voting thereof in favor of the approval of the issuance of the Mid Penn Common Stock to be issued in the Merger; 5. The parties intend the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, and this Agreement is intended to be and is adopted as a plan of reorganization for purposes of Sections 354 and 361 of the Code; and 6. The parties desire to make certain representations, warranties and agreements in connection with the business transactions described in this Agreement and to prescribe certain conditions thereto. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: ARTICLE I CERTAIN DEFINITIONS 1.1. Certain Definitions. As used in this Agreement, the following capitalized terms have the following meanings (unless the context otherwise requires, references to Articles and Sections refer to Articles and Sections of this Agreement). Accounting terms used in this Agreement without definition shall have the meanings given to such terms in accordance with GAAP. A-1
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