• foreclose upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or foreclose upon any commercial real estate if such environmental assessment indicates the presence of certain concerning environmental materials; • purchase or sell any mortgage loan servicing rights other than in the ordinary course of business consistent with past practice; • issue any broadly distributed communication to employees (including general communications relating to benefits and compensation) relating to post-closing employment, benefit or compensation information without the prior consent of Mid Penn or issue any broadly distributed communication of a general nature to customers regarding the merger without the prior approval of Mid Penn, except as required by law or for communications in the ordinary course of business consistent with past practice that do not relate to the merger; or • agree or commit to do any of the actions prohibited by the preceding points. William Penn has further agreed that William Penn will, at the request of Mid Penn, terminate, amend or freeze any of its benefit plans. Each of Mid Penn and William Penn has agreed to additional covenants which include, among other things, commitments to provide certain financial and regulatory information upon request and maintain insurance in reasonable amounts. Mid Penn has further agreed that Mid Penn will: • refrain from amending its articles of incorporation or bylaws or similar governing documents of any subsidiary in a manner that would materially and adversely affect the economic benefits of the merger to the holders of William Penn common stock or that would materially impede Mid Penn’s ability to consummate the merger; • prior to receiving regulatory approvals and shareholder approvals, not publicly announce or discuss with any bank regulator any transaction involving the acquisition of all or any substantial portion of the equity interests, business or assets of any other party, other than acquisitions of equity interests or assets of a nonbank entity or acquisitions in connection with foreclosures, settlements in lieu of foreclosure, troubled loan or debt restructuring, or the collection of any loan or credit arrangement between Mid Penn, or any subsidiary and any other party; • appoint Kenneth J. Stephon to the Mid Penn board of directors and the Mid Penn Bank board of directors and appoint the remaining directors of William Penn serving on the William Penn board of directors at the effective time of the merger to a paid three-year advisory board of Mid Penn following completion of the merger; • for determining eligibility and vesting for certain Mid Penn employee benefit plans (and not for benefit accrual purposes), provide credit for meeting eligibility and vesting requirements in such plans for service as an employee of William Penn or any predecessor of William Penn; • pay severance benefits to any continuing employees of William Penn or William Penn Bank who were employed as of October 31, 2024 and immediately prior to the effective time of the merger, whose employment is either terminated within 12 months following the closing of the merger or who are not offered or retained in substantially comparable employment, with respect to job description, work location, responsibilities and pay, with Mid Penn or Mid Penn Bank, as applicable, other than for circumstances constituting cause and with respect to employees who are not party to an agreement that provides for specific severance payments, equal to two weeks’ salary for each year of continuous service with William Penn or William Penn Bank, with a minimum payment of four (4) weeks and a maximum payment of 26 (twenty-six) weeks; • honor the terms of all William Penn change in control agreements; 99
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