consummation of the Merger), subject to official notice of issuance, the shares of Mid Penn Common Stock to be issued in the Merger. 7.12. Approval of Bank Plan of Merger. Mid Penn shall take all action necessary and appropriate to approve the Bank Plan of Merger as sole shareholder of Mid Penn Bank and obtain the approval of, and cause the execution and delivery of, the Bank Plan of Merger by Mid Penn Bank in accordance with applicable laws and regulations and no later than after completion of the Merger on the Effective Time. 7.13. Mid Penn and Mid Penn Bank Board (a) Mid Penn Board. On the Closing Date, Kenneth J. Stephon (the “William Penn Nominee”) shall be appointed as a Class C director of Mid Penn, effective as of immediately following the Effective Time, to hold office until his successor is elected and qualified or otherwise in accordance with applicable law and Mid Penn’s articles of incorporation and bylaws; provided, however, that if the Closing Date occurs before the date of Mid Penn’s 2025 annual meeting of shareholders, then Mid Penn shall take such action as necessary or appropriate to cause the William Penn Nominee to serve through the date of Mid Penn’s 2028 annual meeting of shareholders. If the William Penn Nominee initially named shall not be eligible to serve in accordance with this Section 7.13(a), chooses not to serve or is unable to serve, then William Penn and Mid Penn shall mutually agree upon another Person to be the William Penn Nominee and the provisions of this Section 7.13(a) and Section 7.13(b) below shall apply to such successor William Penn Nominee in all respects. (b) Mid Penn Bank Board. On the Closing Date, the William Penn Nominee, shall be appointed as a Class C director of Mid Penn Bank, effective as of immediately following the Effective Time, to hold office until his successor is elected and qualified or otherwise in accordance with applicable law and Mid Penn Bank’s articles of incorporation and bylaws; provided, however, that if the Closing Date occurs before the date of Mid Penn Bank’s 2025 annual meeting of shareholders, then Mid Penn Bank shall take such action as necessary or appropriate to cause the William Penn Nominee to serve through the date of Mid Penn Bank’s 2028 annual meeting of shareholders. 7.14. Advisory Board. All members of the board of directors of William Penn in office as of the Effective Time, other than the William Penn Nominee, will be offered the opportunity to serve a paid three-year term, subject to such compensation as set forth on Mid Penn Disclosure Schedule Section 7.14 and such policies established by Mid Penn Bank from time to time. 7.15 William Penn Bank Community Foundation William Penn agrees to recommend to the Board of Directors of the William Penn Bank Community Foundation (the “William Penn Foundation”) that, as of the Effective Time, the Board of Directors of the William Penn Foundation consist of (i) the current President of the William Penn Foundation and (ii) such other individuals as shall be designated by Mid Penn Bank. ARTICLE VIII ADDITIONAL AGREEMENTS 8.1. Shareholder Meetings. (a) Subject to Section 10.1(h) of this Agreement, William Penn will (i) as promptly as practicable after the Registration Statement is declared effective by the SEC, take all steps necessary to duly call, give notice of, A-59
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