Common use of Financial Statements; Material Adverse Effect; Internal Controls Clause in Contracts

Financial Statements; Material Adverse Effect; Internal Controls. (i) CNNB has delivered or will deliver to LCNB (A) audited consolidated financial statements for each of the fiscal years ended December 31, 2022, 2021 and 2020, respectively, consisting of consolidated balance sheets and the related consolidated statements of income, comprehensive income and shareholders’ equity and cash flows for the fiscal years ended on such dates, including the footnotes thereto and the reports prepared with respect thereto by FORVIS, LLP, CNNB’s independent registered public accounting firm; (B) unaudited consolidated financial statements for the three-month interim period ended March 31, 2023 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income; and (C) unaudited consolidated monthly financial statements for April 30, 2023 and each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, the “CNNB Financial Statements”). The CNNB Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with GAAP, consistently applied throughout the periods indicated, and fairly present the financial position of CNNB and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal year-end adjustments and the absence of notes thereto. As of the date hereof, the books and records of CNNB and its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, FORVIS, LLP has not resigned (or informed CNNB that it intends to resign) or been dismissed as the independent public accountants of CNNB as a result of or in connection with any disagreements with CNNB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements; Material Adverse Effect; Internal Controls. (i) CNNB NASB has delivered or will deliver to LCNB Peoples and Peoples Bank, (Aa) audited consolidated financial statements for each of the fiscal years ended December 31June 30, 20222013, 2021 2012, 2011, 2010 and 20202009, respectively, consisting of consolidated balance sheets and the related consolidated statements of income, comprehensive income and shareholders’ equity and cash flows for the fiscal years ended on such datesdate, including the footnotes thereto and the reports prepared with respect thereto by FORVISBober, LLPMarkey, CNNBFedorovich & Company, NASB’s independent registered public accounting firm; , (Bb) unaudited consolidated financial statements for the three-month interim period ended March 31, 2023 2014 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income; , and (Cc) unaudited consolidated monthly financial statements for April 30March 31, 2023 2014 and each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, the “CNNB NASB’s Financial Statements”). The CNNB NASB’s Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with GAAPgenerally accepted accounting principles, consistently applied throughout the periods indicated, and fairly present the financial position of CNNB and its Subsidiaries NASB as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal year-end year‑end adjustments and the absence of notes thereto. As Except as set forth in NASB’s Financial Statements, liabilities and obligations incurred since the date of the latest NASB’s Financial Statements in the ordinary course of business consistent in nature and amount with past practice and liabilities incurred in connection with the transactions contemplated by this Agreement, NASB has no liabilities or obligations as of the date hereof, the books and records of CNNB and its Subsidiaries have been maintained in all material respects hereof which are required to be included on a balance sheet prepared in accordance with GAAP and any other applicable legal and generally accepted accounting requirements and reflect only actual transactions. As of the date hereof, FORVIS, LLP has not resigned (or informed CNNB that it intends to resign) or been dismissed as the independent public accountants of CNNB as a result of or in connection with any disagreements with CNNB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureprinciples.

Financial Statements; Material Adverse Effect; Internal Controls. (i) CNNB EFBI has delivered or will deliver to LCNB (A) audited consolidated financial statements for each of the fiscal years ended December 31, 2022, 2021 and 2020, respectively, consisting of consolidated balance sheets and the related consolidated statements of income, comprehensive income and shareholders’ equity and cash flows for the fiscal years ended on such dates, including the footnotes thereto and the reports prepared with respect thereto by FORVIS, LLP, CNNB’s EFBI independent registered public accounting firm; (B) unaudited consolidated financial statements for the threenine-month interim period ended March 31September 30, 2023 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income; and (C) unaudited consolidated monthly financial statements for April September 30, 2023 and each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, the “CNNB EFBI Financial Statements”). The CNNB EFBI Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with GAAP, consistently applied throughout the periods indicated, and fairly present the financial position of CNNB EFBI and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal year-end year‑end adjustments and the absence of notes thereto. As of the date hereof, the books and records of CNNB EFBI and its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, FORVIS, LLP has not resigned (or informed CNNB EFBI that it intends to resign) or been dismissed as the independent public accountants of CNNB EFBI as a result of or in connection with any disagreements with CNNB EFBI on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements; Material Adverse Effect; Internal Controls. (i) CNNB Comunibanc has delivered or will deliver to LCNB Civista (A) audited consolidated financial statements for each of the fiscal years ended December 31, 20222020, 2021 2019 and 20202018, respectively, consisting of consolidated balance sheets and the related consolidated statements of income, comprehensive income and shareholders’ equity and cash flows for the fiscal years ended on such dates, including the footnotes thereto and the reports prepared with respect thereto by FORVIS, CliftonLarsenAllen LLP, CNNBComunibanc’s independent registered public accounting firm; (B) unaudited consolidated financial statements for the threenine-month interim period ended March 31September 30, 2023 2021 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income; and (C) unaudited consolidated monthly financial statements for April 30October 31, 2023 2021 and each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, the “CNNB Comunibanc Financial Statements”). The CNNB Comunibanc Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with GAAP, consistently applied throughout the periods indicated, and fairly present the financial position of CNNB Comunibanc and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal year-end adjustments and the absence of notes thereto. As of the date hereof, the books and records of CNNB Comunibanc and its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, FORVIS, CliftonLarsenAllen LLP has not resigned (or informed CNNB Comunibanc that it intends to resign) or been dismissed as the independent public accountants of CNNB Comunibanc as a result of or in connection with any disagreements with CNNB Comunibanc on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements; Material Adverse Effect; Internal Controls. (i) CNNB Citizens has delivered or will deliver to LCNB City (A) audited consolidated financial statements for each of the fiscal years ended December 31, 20222021, 2021 2020 and 20202019, respectively, consisting of consolidated balance sheets and the related consolidated statements of income, comprehensive income and shareholders’ equity and cash flows for the fiscal years ended on such dates, including the footnotes thereto and the reports prepared with respect thereto by FORVIS, MCM CPAs & Advisors LLP, CNNB’s Citizens’ independent registered public accounting firm; (B) unaudited consolidated financial statements for the threeeight-month interim period ended March August 31, 2023 2022 and each subsequent quarter thereafter, consisting of balance sheets and the related statements of income; and (C) unaudited consolidated monthly financial statements for April as of September 30, 2023 2022 and each subsequent month thereafter, consisting of balance sheets and the related statements of income (collectively, the “CNNB Citizens Financial Statements”). The CNNB Citizens Financial Statements, as of the dates thereof and for the periods covered thereby, have been prepared in conformity with GAAP, consistently applied throughout the periods indicated, and fairly present the financial position of CNNB Citizens and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods indicated, subject in the case of the interim financial statements to normal year-end adjustments and the absence of notes thereto. As of the date hereof, the books and records of CNNB Citizens and its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, FORVIS, MCM CPAs & Advisors LLP has not resigned (or informed CNNB Citizens that it intends to resign) or been dismissed as the independent public accountants of CNNB as a result of or in connection with any disagreements with CNNB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.to