announcement of the merger agreement and the transactions contemplated hereby and the impact thereof on relationships with customers, vendors or employees, and compliance with the merger agreement, including reasonable expenses incurred by the parties hereto in consummating the transactions contemplated by the merger agreement; (e) changes in national or international political or social conditions, including any outbreak or escalation of major hostilities or any act of terrorism, war (whether or not declared), national disaster or any national or international calamity affecting the United States, declarations of any national or global epidemic, pandemic or disease outbreak or the material worsening of such conditions threatened or existing as of the date of the merger agreement that do not have a materially disproportionate impact on such party and its subsidiaries, taken as a whole, as compared to other companies in the banking and financial services industry; (f) economic, financial market or geographical conditions in general, including changes in economic and financial markets and regulatory or political conditions whether resulting from acts of terrorism, war or otherwise, that do not have a materially disproportionate adverse effect Mid Penn or William Pennand its respective subsidiaries, taken as a whole, as compared to other companies in the banking and financial services industry; (g) changes in the trading price or trading volume of either party’s common stock; (h) any failure, in and of itself, by such party to meet any internal projections, forecasts or revenue or earnings predictions (it being understood that the facts giving rise or contributing to any such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be, a material adverse effect, unless such facts are otherwise included in an exception set forth herein); or (i) changes in the banking industry after the date of the merger agreement, including changes in prevailing interest rates, credit availability and liquidity, that do not have a materially disproportionate impact on such party. Covenants and Agreements Each of William Penn and Mid Penn has undertaken customary covenants that place restrictions on it and its subsidiaries until the effective time of the merger. In general, each of Mid Penn and William Penn has agreed to (i) operate its respective business in the usual, regular and ordinary course of business in all material respects, (ii) use commercially reasonable efforts to preserve intact its business organization and assets and maintain its rights and franchises, and (iii) voluntarily take no action that would be reasonably likely to materially and adversely affect or delay the ability of Mid Penn and William Penn to receive regulatory approvals or other approvals required to complete the merger or materially increase the period of time necessary to obtain any approval, or materially and adversely affect or delay either Mid Penn or William Penn’s ability to perform its covenants and agreements set forth in the merger agreement. In addition, William Penn has agreed that, with certain exceptions and except with Mid Penn’s prior written consent (which, with certain exceptions, is not to be unreasonably withheld), that William Penn will not, and will not permit any of its subsidiaries to, among other things, undertake the following extraordinary actions: • change or waive any provision of its articles of incorporation, charter or bylaws, except as required by law, or appoint any new directors to its board of directors, except to fill any vacancy in accordance with its bylaws; • change the number of authorized or issued shares of its capital stock, issue any shares of capital stock, or issue or grant any right or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock, make any grant or award under any option or benefit plan, or split, combine or reclassify any shares of capital stock, or declare, set aside or pay any dividend or other distribution in respect of capital stock, or redeem or otherwise acquire any shares of capital stock, except that William Penn is permitted to (i) issue shares of William Penn common stock upon the exercise of stock options outstanding prior to October 31, 2024 and (ii) declare and pay quarterly cash dividends of no more than $0.03 per share of William Penn common stock; • enter into, amend in any material respect or terminate any material contract or agreement (including without limitation any settlement agreement with respect to litigation) except in the ordinary course of business or as required by law; 96
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