• make application for the opening or closing of any, or open, close or sell any, branch, automated banking facility or administrative office; • except as set forth in the merger agreement, take specified actions relating to director and employee compensation, benefits, hiring, terminations and promotions; • except as otherwise expressly permitted or required under the merger agreement, enter into or, except as may be required by law, materially modify any pension, retirement, stock option, stock purchase, stock appreciation right, stock grant, savings, profit sharing, deferred compensation, supplemental retirement, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement related thereto, in respect of any of its directors, officers or employees; or make any contributions to any defined contribution plan not in the ordinary course of business consistent with past practice, or take any action to accelerate the vesting or lapse of restrictions on any stock options or restricted stock; • merge or consolidate it or any of its subsidiaries with any other corporation; sell or lease all or any substantial portion of its assets or businesses or that of any of its subsidiaries; make any acquisition of all or any substantial portion of the business or assets of any other party other than in connection with foreclosures, settlements in lieu of foreclosure, troubled loan or debt restructuring, or the collection of any loan or credit arrangement between it or any of its subsidiaries, and any other party; enter into a purchase and assumption transaction with respect to deposits and liabilities; voluntarily revoke or surrender of its certificate of authority to maintain, or file an application for the relocation of, any existing branch office, or file an application for a certificate of authority to establish a new branch office; • sell or otherwise dispose of its capital stock or that of any of its subsidiaries or sell or otherwise dispose of any of its assets or those of any of its subsidiaries other than in the ordinary course of business consistent with past practice; except for transactions with the Federal Home Loan Bank and Atlantic Community Bankers Bank, subject any of its assets or those of any of its subsidiaries to a lien, pledge, security interest or other encumbrance (other than in connection with deposits, repurchase agreements, bankers acceptances, “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” and the satisfaction of legal requirements in the exercise of trust powers) unless such lien, pledge, security interest or encumbrance is subject to a stay or appeal proceeding, other than in the ordinary course of business consistent with past practice, or incur any indebtedness for borrowed money (or guarantee any indebtedness for borrowed money), other than in the ordinary course of business consistent with past practice; • voluntarily take any action that would result in any of its representations and warranties becoming untrue in any material respect or any of the conditions set forth in the merger agreement not being satisfied, except in each case as may be required by applicable law or any regulatory authority; • change any method, practice or principle of accounting, except as may be required from time to time by GAAP (without regard to any optional early adoption date) or any regulatory authority responsible for regulating it or its respective banking subsidiary or its independent accounting firm; • waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material agreement or indebtedness with an annual value of $1,000,000 or greater to which it or any of its subsidiaries is a party; • purchase any securities, including equity or debt securities, except in accordance with past practice pursuant to its investment securities portfolio policies approved by the William Penn board of directors and in effect as of October 31, 2024, except that any individual purchase of securities cannot exceed $1,500,000 per trade and all such purchases cannot exceed $2,500,000 in the aggregate, and no individual security purchased can have a maturity date greater than two years. • issue or sell any equity or debt securities, except for the issuance of William Penn common stock upon the exercise of stock options existing prior to the date of the merger agreement; 97
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