Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoSection 4.6(a) of the Target Companies Seller Disclosure Letter contains true, correct, and complete copies of (i) the unaudited balance sheet of the Norway Company as of December 31, 2009, and the related unaudited statements of income and cash flows of the Norway Company for the years year ended December 31, 2020 2009 and 2021 the audited balance sheet of the Norway Company as of December 31, 2008, and the related audited statements of income and cash flows of the Norway Company for the year ended December 31, 2008 and (ii) the unaudited balance sheets of the Sweden Company as of December 31, 2009, and the related unaudited statements of income and cash flows of the Sweden Company for the year ended December 31, 2009 and the audited balance sheets of each of the Sweden Company and the Sweden Subsidiary as of December 31, 2008, and the related audited statement of income and cash flows of the Sweden Company for the year ended December 31, 2008 (collectively, the “Annual Company Financial Statements”). The Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except for adjustments or other matters disclosed therein, have been provided to Purchaser. Copies the absence of the unaudited balance sheet, statement of operationscomplete footnotes, and statement of cash flows of each Target Company as of subject to normal year-end adjustments), and (ii) (y) with respect to the audited Financial Statements for the five (5)-month period year ended on May December 31, 2022 2008, gave a true and fair view in all material respects and (such date, the “Reference Balance Sheet Date”z) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company respect to all other Financial Statements, fairly present in all material respects the “consolidated financial position of the Norway Company or the Sweden Company, as applicable, as of the date thereof and their applicable results of operations and cash flows for the period then ended (subject to normal year-end adjustments and the absence of complete footnotes). The Sweden Subsidiary is not actively engaged in any trade or business. (b) When delivered pursuant to Section 6.8 hereof, the Audited Nordic Financial Statements”Statements and (with respect to clause (ii)) the Unaudited Nordic Financial Statements (i) will have been provided to Purchaser. The Company Financial Statements are based on prepared from, and shall be consistent with, the books and records of the Target Nordic Companies, which books (ii) will have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (subject to adjustments or other matters disclosed therein and records are the absence of complete footnotes), and correct (iii) will fairly present in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Nordic Companies as of the dates thereof and the consolidated their combined results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingthen ended. (c) Except for Liabilities (i) disclosed in the Financial Statements or any notes thereto, (ii) incurred in the ordinary course of business and consistent with past practice since December 31, 2009, (iii) set forth in Section 3.6(c4.6(c) of the Seller Disclosure Schedule contains a trueLetter, correct and complete list or (iv) that are not reasonably likely to be material to the Nordic Business or prevent the consummation of the Contracts for all Indebtedness for borrowed money Transactions, none of the Target Nordic Companies as of the date hereofhas, or since December 31, 2009 has incurred, any Liabilities.

Financial Statements; Undisclosed Liabilities. (a) Copies of Azur has made available to Jazz (a) the audited consolidated balance sheetssheets of Azur as of December 31, consolidated 2009 and December 31, 2010, and the related audited statements of income, consolidated statements of membersshareholders’ equity, equity and consolidated statements statement of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and flow for the fiscal years ended ending on December 31, 2020 2009 and 2021 December 31, 2010 (collectively, the “Annual Company Audited Financial Statements”), have been provided to Purchaser. Copies of (b) the unaudited consolidated balance sheetsheet of Azur as of June 30, 2011 (the “Latest Balance Sheet”) and (c) the unaudited consolidated income statement of operations, and statement of cash flows of each Target Company as of and Azur for the five six (5)-month period 6) months ended on May 31June 30, 2022 2011 (such datetogether with the Latest Balance Sheet, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Unaudited Financial Statements,” and, and together with the Annual Company Audited Financial Statements, the “Company Financial Statements”). Azur has made available to Jazz the unaudited consolidated balance sheet of Azur as of July 31, 2011 and the unaudited consolidated income statement of Azur for the month then ended. (b) The Financial Statements have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained prepared in accordance with IFRS, consistently applied (except as set forth in the Company’s normal footnotes attached thereto) and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies Azur Group Entities as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Azur Group Entities for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andthat interim financial statements omit footnotes and are subject to year-end adjustments and accruals (which, in the case of the Interim Company Financial Statementsaggregate, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPshall not be material in nature or amount). (bc) The Company maintains a system systems of internal accounting controls and procedures appropriate for its size and the industry in which it operates that maintained by Azur are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the that transactions are recorded as necessary to permit preparation of their financial statements in conformity with IFRS and to maintain accountability for assets. (d) Except as set forth in the Financial Statements (including to the extent reserved for therein and including items disclosed in the notes thereto), to the Knowledge of Azur Group Entities, no Azur Group Entity has any liability, debt, claim or obligation of any nature, whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due, that would be required to be included on a balance sheet prepared in accordance with GAAP. The Company has not identified or been made aware of IFRS, consistently applied (the “Liabilities”), except for: (i) any significant deficiency or material weakness Liabilities disclosed in Section 3.4(d) of the system of internal accounting controls utilized by the CompanyAzur Disclosure Schedule, (ii) any fraud, whether or not material, that involves Liabilities incurred in the management ordinary and usual course of business since the date of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the CompanyLatest Balance Sheet, or (iii) any claim Liabilities incurred in connection with or allegation regarding any as a result of the foregoingtransactions contemplated by this Agreement and the Related Agreements and (iv) Liabilities that are incurred after the date of this Agreement without violation of the covenants set forth in Section 5.4(a) of this Agreement. (ce) No Azur Group Entity has ever effected or otherwise been involved in any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Act). No Azur Group Entity has guaranteed or is otherwise responsible for any obligation of any other Person. (f) As of the date of this Agreement, the Working Capital and the Cash Balance are as set forth on Section 3.6(c3.4(f) of the Azur Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies Schedule. “Working Capital” shall mean as of the date hereof.execution of this Agreement the amount by which: (1) the aggregate amount of the Azur Group Entities’ consolidated cash and cash equivalents and current assets exceeds (2) the aggregate amount of current liabilities and Indebtedness of the Azur Group Entities, in each case of clauses “(1)” and “

Financial Statements; Undisclosed Liabilities. (a) Copies Schedule 3.05 of the Disclosure Schedules consists of the following financial statements (the “Financial Statements”): (a) the Company’s unaudited consolidated balance sheet as of August 31, 2017 (the “Latest Balance Sheet”) and the related statements of income and cash flows for the eight-month period then ended; and (b) the Company’s audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies sheet as of and for the years ended December 31, 2020 2016, December 31, 2015 and 2021 (December 31, 2014 and the related consolidated statement of operations and comprehensive loss, stockholders’ deficit, and cash flows for the fiscal years then ended. The balance sheet of the Company as of December 31, 2016 is referred to herein as the “Annual Company Balance Sheet”. The Financial Statements”)Statements have been based upon the information contained in the Company’s books and records, have been provided to Purchaser. Copies of prepared in accordance with GAAP, consistently applied throughout the unaudited balance sheetperiods indicated, statement of operationsare true, correct and complete, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct present fairly in all material respects the financial condition and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position results of operations of the Target Acquired Companies as of the dates thereof times and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed referred to therein, and, subject in the case of the Interim Company Financial Statementsunaudited financial statements to (i) the absence of footnote disclosures (that, except for if presented, would not differ materially from those presented in the audited financial statements) and (ii) changes resulting from normal year-end adjustments, tax accruals, and adjustments (the omission effects of footnote disclosures required by GAAPwhich will not be material). (b) The Company has established and maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding that transactions involving the reliability of financial reporting Company, including transactions between the Company, on the one hand and its Affiliates or any Securityholder, on the preparation of their financial statements other hand, are executed in accordance with GAAP. The Company has not identified management’s general or been made aware specific authorizations and are accurately recorded in all material respects to permit preparation of (i) the Company’s financial statements, except for any significant deficiency that, individually or material weakness in the system of internal accounting controls utilized by aggregate, is not material. (c) Neither the Company nor the Company, (ii) ’s independent accountants has received any written notification of any fraud, whether or not material, that involves the management or other employees of the Company or any personnel who have a significant role in the preparation internal controls over financial reporting of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (d) The Acquired Companies have no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”), except (a) those which are disclosed in the notes to the Financial Statements and/or adequately reflected or reserved against in the Latest Balance Sheet as of the date of the Latest Balance Sheet, (b) those which have been incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet (none of which arise from any breach or default under any Contract, breach of warranty, tort, infringement, misappropriation or violation of Law) and which are not, individually or in the aggregate, material in amount, and (c) Section 3.6(cas set forth on Schedule 3.05(d) of the Disclosure Schedules. Except as included on Schedule contains a true, correct and complete list 3.05(d) of the Contracts Disclosure Schedules for all Indebtedness for borrowed money purposes of computing the Target Merger Consideration, the Acquired Companies as of the date hereofhave no Indebtedness.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has furnished to the Parent true, correct and complete copies of: (i) audited balance sheet of the audited consolidated Company as of December 31, 2002 and unaudited balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) sheets of the Target Companies Company as of December 31, 2003 and June 30, 2004 reviewed by the Company's independent accountants; (ii) an audited income statement of the Company for the years fiscal year ended December 31, 2020 2002 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies unaudited income statements of the unaudited balance sheetCompany for the fiscal year ended December 31, statement of operations2003 and for the three (3) and six (6) month periods ended June 30, 2004 reviewed by the Company's independent accountants and (iii) an audited statement of cash flows of each Target the Company as for the fiscal year ended December 31, 2002 and unaudited statements of cash flows of the Company for the fiscal year ended December 31, 2003 and for the five three (5)-month period 3) and six (6) month periods ended on May 31June 30, 2022 2004 reviewed by the Company's independent accountants (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim "Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser"). The Company Financial Statements are based have been prepared by the Company on the basis of the books and records maintained by the Company in the ordinary course of business in a manner consistently used and applied throughout the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practicesperiods involved. The Company Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") and fairly present fairly, in all material respects, respects the consolidated financial position condition of the Target Companies Company and its subsidiaries as at the respective dates thereof, except that the Company's reviewed balance sheet as of the dates thereof June 30, 2004 and the consolidated results its income statements and statements of operations and cash flows of the Target Companies for the three (3) and six (6) month periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, then ended do not contain footnotes and are subject to normal year end adjustments in the case ordinary course of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPbusiness. (b) The Company maintains a system of internal accounting controls and procedures appropriate Except for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of liabilities (i) any significant deficiency or material weakness set forth in Section 3.5 of the system of internal accounting controls utilized by the CompanyCompany Disclosure Schedule, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role reflected in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Companydescribed in any notes thereto (or for which neither accrual nor footnote disclosure is required pursuant to GAAP), or (iiiii) any claim incurred in the ordinary course of business, consistent with past practice or allegation regarding in connection with this Agreement or the transactions contemplated hereby, neither the Company nor any of the foregoingits subsidiaries has any material liabilities or obligations of any nature. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has prepared, or caused to be prepared, and made available to Buyer or its advisors the audited financial statements of the audited consolidated Company (including the balance sheets, consolidated sheet and the related statements of incomeoperations, consolidated shareholders’ capital and cash flows of the Company) as of and for each of the fiscal years ended December 25, 2013, and December 30, 2014 and the unaudited financial statements of members’ equity, the Company (including the balance sheet and consolidated the related statements of operations, shareholders’ capital and cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies Company) as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided year to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month date period ended on May 31June 20, 2022 2015 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statementscollectively, the “Company Financial Statements”) have been provided to Purchaser). The Except as set forth therein, the Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained prepared in accordance with GAAP and applied on a consistent basis throughout the Company’s normal periods indicated therein and customary practices. The Company Financial Statements with each other, (except that such financial statements which are unaudited do not contain all of the footnotes required under GAAP and are subject to year-end adjustments), and present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except Company as disclosed therein, and, in the case of the Interim respective dates and during the respective periods indicated therein. The unaudited balance sheet of the Company Financial Statementsas of June 20, except for year-end adjustments, tax accruals, 2015 shall be referred to in this Agreement as the “Current Balance Sheet” and the omission of footnote disclosures required by GAAPdate thereof shall be referred to in this Agreement as the “Balance Sheet Date.” (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and has no material Liabilities that would be required to be shown on the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements Company Financial Statements in accordance with GAAP. The Company has not identified or been made aware of , other than (i) any significant deficiency as disclosed, reflected or material weakness reserved against in the Company Financial Statements and (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and not otherwise in violation of this Agreement, or (iii) otherwise disclosed on Section 3.6(b) of the Company Disclosure Schedule. (c) To the Knowledge of the Company, there have been no instances of fraud that involve the Company’s management or other employees who have a significant role in the Company’s system of internal accounting controls utilized by the Company, control over financial reporting. (iid) any fraud, whether or not material, that involves the management The financial books and records of the Company or any personnel who have a role in represent actual, bona fide transactions. (e) All accounts receivable and notes receivable due and uncollected of the preparation of Company reflected on the Company Financial Statements or arising subsequent to the internal accounting controls utilized by Balance Sheet Date have arisen from bona fide transactions in the Companyordinary course of business consistent with past practice. The Company has good and marketable title to its accounts receivable, or (iii) any claim or allegation regarding any free and clear of the foregoingall Encumbrances except for Permitted Encumbrances. (cf) Section 3.6(c) Since the Balance Sheet Date, there have not been any write-offs of any notes or accounts receivable of the Disclosure Schedule contains a trueCompany nor is there any such write-off that has not been made but that is required to be made consistent with past practice, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofof this Agreement, except in each case for write-offs that were properly recorded on the Company Financial Statements.

Financial Statements; Undisclosed Liabilities. (a) Copies Sellers have provided to Purchaser copies of the audited consolidated HCE-Rockfort’s unaudited balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies sheet as of and for the years ended at December 31, 2020 2006 and 2021 the related unaudited statement of operations for the year then ended (collectively, the “Annual Company HCE-Rockfort Financial Statements”). The HCE-Rockfort Financial Statements fairly present in all material respects the assets and liabilities of HCE-Rockfort as of December 31, 2006 and the results of HCE-Rockfort’s operations for the period indicated (except for normal and recurring year-end adjustments and for the absence of notes). The HCE-Rockfort Financial Statements have been provided to Purchaserprepared in conformity with U.S. GAAP. Copies of the The unaudited balance sheetsheet of HCE-Rockfort as at December 31, 2006 is hereinafter referred to as the “HCE-Rockfort Balance Sheet”. (b) The unaudited balance sheet of PPO as at December 31, 2006 (the “PPO Balance Sheet”) and the related unaudited statement of operations, profit and loss account and statement of cash flows of each Target Company as of and for the five year then ended (5)-month period ended on May 31, 2022 (such datecollectively, the “Reference Balance Sheet DatePPO Financial Statements”) fairly present in all material respects the assets and liabilities of PPO as of December 31, 2006 and the income, expenses and cash flows of PPO for the period indicated (such financial statementsexcept for normal and recurring year-end adjustments). The PPO Financial Statements have been prepared in conformity with the International Financial Reporting Standards (“IFRS”) and the requirements of the Jamaican Companies Act and have been reconciled to U.S. GAAP to the extent required to prepare the HCE-Rockfort Financial Statements in conformity with U.S. GAAP. (c) The audited balance sheet of the Power Company as at December 31, 2006 (the “Interim Power Company Financial Statements,Balance Sheet” and, together with the Annual Company Financial StatementsHCE-Rockfort Balance Sheet and the PPO Balance Sheet, collectively, the “Balance Sheets”) and the related audited statement of profit and loss account, statement of changes in equity and statement of cash flows for the year then ended (collectively, the “Power Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct fairly present in all material respects the assets and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position liabilities of the Target Companies Power Company as of the dates thereof December 31, 2006 and the consolidated results of operations revenues, expenses, capital and cash flows of the Target Companies Power Company for the periods covered by such statements, period indicated. The Power Company Financial Statements have been prepared in accordance conformity with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in IFRS and the case requirements of the Interim Company Jamaican Companies Act and have been reconciled to U.S. GAAP to the extent required to prepare the HCE-Rockfort Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by Statements in conformity with U.S. GAAP. (bd) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company Neither HCE-Rockfort nor any Jamaica Subsidiary has not identified or been made aware of any Liabilities, other than (i) Liabilities that will not be applicable to HCE-Rockfort or any significant deficiency or material weakness in the system of internal accounting controls utilized by the CompanyJamaica Subsidiary after Closing, (ii) any fraud, whether or not material, that involves the management Liabilities disclosed on Schedule 3.3(d) of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the CompanyCompanies Disclosure Letter, or (iii) any claim Liabilities reserved for or allegation regarding any reflected in the Balance Sheets, (iv) Liabilities incurred in the ordinary course of business since December 31, 2006 that have not had, or would not reasonably be expected to have, individually or in the foregoingaggregate, a Companies Material Adverse Effect and (v) such other Liabilities as have not had, or would not reasonably be expected to have, individually or in the aggregate, a Companies Material Adverse Effect. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies The books of account and other financial records of the Company, all of which have been made available to Buyer, are correct and complete in all material respects, represent actual bona fide transactions and have been maintained in accordance with sound business and accounting practices. Each transaction is properly and accurately recorded in the books and records of the Company. The Company maintains an adequate system of internal accounting controls and does not engage in or maintain any off-the-books accounts or transactions. (b) Provided supplemental prior to Closing and in final form at Closing are the following (the financial statements referred to in clauses (i) and (ii) below being collectively referred to as the "Company Historical Financials") and in clause (iii) referred to as the "Company Closing Financials": (i) the Company's audited consolidated balance sheets, consolidated sheets and statements of income, consolidated retained earnings and cash flows as of and for its fiscal years ended December 31, 2016 and 2017; and (ii) the Company's unaudited interim balance sheet and statements of members’ equityincome, retained earnings and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years six months ended December 31June 30, 2020 20018 (iii) the Company's unaudited interim balance sheet and 2021 statements of income, retained earnings and cash flows as of and for the nine months ended September 30, 2018 (the “Annual "Company Financial Statements”Closing Financials"). The Company Historical Financials (including, have been provided to Purchaser. Copies in each case, the related schedules and notes, if any) fairly present the financial condition, results of operations and changes in financial position of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books respective dates and records of the Target Companies, which books periods covered thereby and records are complete and correct in all material respects and have been regularly kept and maintained were prepared in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for ISA's applied on a consistent basis throughout the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andthereby subject, in the case of the Interim Company Financial StatementsCurrent Financials, except for to year-end adjustments, tax accruals, audit adjustments (which will not be material) and the omission lack of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls footnotes and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingother presentation items. (c) Section 3.6(cThe Company does not have any liabilities (whether known or unknown, whether direct or indirect, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes), except for (i) liabilities set forth in the Company Historical Financials and Company Closing Financials, (ii) liabilities that have arisen after the Company Closing Financials in the ordinary course of business., (iii) there are no outstanding related party liabilities outside the Disclosure Schedule contains a truenormal course of business, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of (iv) any other outstanding liabilities are disclosed and mutually agreed to carry over. (d) On the date hereofhereof and immediately prior to the Closing Date, the Company is Solvent.

Financial Statements; Undisclosed Liabilities. (a) Copies First Priority has previously made available, or will make available, to Mid Penn the First Priority Regulatory Reports. The First Priority Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equityperiods covered by such statements, and consolidated statements fairly present, or will fairly present, in all material respects the financial position, results of cash flows operations and notes to consolidated financial statements (together with any supplementary information thereto) changes in shareholders’ equity of the Target Companies First Priority as of and for the years periods ended December 31on the dates thereof, 2020 in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and 2021 pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) First Priority has previously made available, or will make available, to Mid Penn the “Annual Company First Priority Financial Statements”). The First Priority Financial Statements have been, have been provided to Purchaser. Copies of the unaudited balance sheetor will be, statement of operationsprepared in accordance with GAAP, and statement of cash flows of (including the related notes where applicable) fairly present, or will fairly present, in each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct case in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of First Priority and the Target Companies First Priority Subsidiaries as of and for the respective periods covered by such statementsending on the dates thereof (subject in the case of the unaudited interim statements to normal year-end adjustments and to any other adjustments described therein), in accordance with GAAP consistently applied through during the periods covered therebyinvolved, except as disclosed therein, and, indicated in the notes thereto and except in the case of unaudited statements to normal recurring audit adjustments and the Interim Company absence of footnotes. (c) As of the date of each balance sheet included in the First Priority Financial Statements, neither First Priority nor First Priority Bank has had, or will have, any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such First Priority Financial Statements or First Priority Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except for year-end adjustments, tax accruals, in the case of unaudited statements to normal recurring audit adjustments and the omission absence of footnote disclosures required by GAAPfootnotes. (bd) The Company records, systems, controls, data and information of First Priority and the First Priority Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of First Priority or any First Priority Subsidiary (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described in this Section 4.5(d). First Priority (i) has, to the extent required by applicable law or GAAP, implemented and maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates control over financial reporting that are sufficient is designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of their its financial statements for external purposes in accordance with GAAP. The Company , (ii) to the extent required by applicable law, has not identified or been implemented and maintains disclosure controls and procedures to ensure that material information relating to First Priority, including its consolidated First Priority Subsidiaries, is made aware known to the chief executive officer and the chief financial officer of First Priority by others within those entities, and (iiii) has disclosed, based on its most recent evaluation prior to the date hereof, to First Priority’s outside auditors and the audit committee of First Priority’s Board of Directors (A) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by the Companycontrol over financial reporting which are reasonably likely to adversely affect First Priority’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves the management of the Company or any personnel other employees who have a significant role in the preparation of the Company Financial Statements or the First Priority’s internal accounting controls utilized control over financial reporting. These disclosures (if any) were made in writing by the Companymanagement to First Priority’s auditors and audit committee and a copy has previously been made available to Mid Penn. (e) Since December 31, or 2015, (iiii) any claim or allegation regarding neither First Priority nor any of the foregoing. (c) Section 3.6(c) First Priority Subsidiaries, nor any director, officer, employee, auditor, accountant or representative of First Priority or any of the Disclosure Schedule contains a trueFirst Priority Subsidiaries, correct and complete list has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Priority or any of the Contracts for all Indebtedness for borrowed money First Priority Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Priority or any of the Target Companies as First Priority Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing First Priority or any of the date hereofFirst Priority Subsidiaries, whether or not employed by First Priority or any of the First Priority Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by First Priority or any of its officers, directors, employees or agents to the Board of Directors of First Priority or any committee thereof or to any director or officer of First Priority.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes Attached to consolidated financial statements (together with any supplementary information theretoSection 2.6(a) of the Target Companies Company Disclosure Schedule are (i) the unaudited combined balance sheets of the Business as of December 31, 2016 and 2017 and related unaudited combined statements of operations for the years then ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies ) and (ii) the unaudited combined balance sheet of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company Business as of February 28, 2018 (the “Interim Balance Sheet,” and for the five (5)-month period ended on May 31, 2022 (such datedate thereof, the “Reference Interim Balance Sheet Date”) and related unaudited statements of operations for the two (such financial statements, 2) months then ended (the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”). The Financial Statements (i) have been provided to Purchaser. The Company Financial Statements are based on prepared in accordance with the books and records of the Target CompaniesBusiness, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly(ii) fairly present, in all material respects, the consolidated financial position of the Target Companies Business as of the dates thereof indicated and the consolidated results of the operations and cash flows of the Target Companies Business for the periods covered by such statementsthen ended; provided, that the Financial Statements do not reflect the operation of the Business on a stand-alone basis or include corporate overhead allocations for the Stockholder or the Asset Sellers or their Affiliates (other than direct expenses of the Company). The Financial Statements have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied through on a consistent basis throughout the periods covered therebyindicated, except as disclosed therein, that the Financial Statements do not include footnote disclosures and, in the case of with respect to the Interim Company Financial Statements, except for are subject to normal and recurring year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Except as set forth in Section 2.6(b) of the Company maintains Disclosure Schedule, the Business does not have any Liabilities required by GAAP to be set forth on a balance sheet of the Business, except (i) Liabilities reflected, reserved for or disclosed in the Interim Balance Sheet; (ii) Liabilities incurred or accrued in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not individually or in the aggregate material in amount; and (iii) Transaction Expenses. (c) With respect to the Business, there is a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient designed to provide reasonable assurance regarding assurances that (i) all transactions are executed in accordance with the reliability of financial reporting Business’ management’s general or specific authorization and (ii) all transactions are recorded as necessary to permit the accurate preparation of their financial statements in accordance with GAAPGAAP applied on a consistent basis. The Company There has not identified or never been made aware of (i1) any significant deficiency or material weakness in the any system of internal accounting controls utilized by used in connection with the Business, (2) to the Company’s Knowledge, (ii) any fraud, whether fraud or not material, other material misconduct that involves any of the management of the Company or any personnel other Persons who have a role in the preparation of the Company Financial Statements financial statements or the internal accounting controls utilized by used in connection with the Business or (3) any written or, to the to the Company’s Knowledge, or (iii) any other claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated The financial statements (together with any supplementary information theretoset forth in Section 3.4(a) of the Target Companies Seller Disclosure Schedule as of and for the years ended December 31, 2020 and 2021 periods set forth therein (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet DateInformation”) (such financial statements, i) is derived from the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books Files and records Records of the Target CompaniesSeller Entities, which books (ii) was prepared in good faith, and records are complete and correct (iii) fairly presents in all material respects the financial condition or results of operations of the Business as of such respective times and have been regularly kept for such respective time periods referred to therein, in each case as set forth in Section 3.4(a) of the Seller Disclosure Schedule; provided, however, that (x) the Seller Entities do not maintain separate financial statements of the Business, (y) the assets and maintained liabilities included in the Financial Information may differ from those that are within the scope of the Acquired Assets and the Assumed Liabilities or otherwise used or incurred in the operation of the Business and (z) the Financial Information is presented on a carve-out basis and as set forth in Section 3.4(a) of the Seller Disclosure Schedule and may differ materially from financial statements presented in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairlyGAAP, including in that it does not include all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accrualsaudit adjustments, and the omission of carve-out adjustments or footnote disclosures and other presentation items required by for the presentation of financial statements in conformity with GAAP. (b) The Company maintains Closing Assumed Liabilities do not, and as of the RTP Fab Transfer Date the RTP Fab Assumed Liabilities will not, include any Liabilities that would be required by GAAP to be presented on the face of a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of balance sheet, other than (i) any significant deficiency or material weakness Liabilities that are reflected on the unaudited consolidated balance sheet as of March 26, 2023 included in the system of internal accounting controls utilized by Financial Information, if any, the Company“Latest Seller Balance Sheet”), (ii) any fraud, whether or not material, that involves the management Liabilities of the Company or any personnel who type reflected on the Latest Seller Balance Sheet that have a role arisen after the date of the Latest Seller Balance Sheet in the preparation Ordinary Course of the Company Financial Statements or the internal accounting controls utilized by the CompanyBusiness, or (iii) Liabilities resulting from the obligations of a Seller Entity under this Agreement or the other Transaction Documents, (iv) Liabilities pursuant to any claim Contract to which a Seller Entity is a party which did not result from any default, tort or allegation regarding any breach of contract, (v) Liabilities that are included as current liabilities in the foregoingfinal Closing Net Working Capital Amount, and (vi) other Liabilities that would not reasonably be expected to be material to the Business. (c) Section 3.6(cThe Files and Records of each Seller Entity (to the extent related to the Business) have been maintained in all material respects in accordance with the Files and Records and policies of the Disclosure Schedule contains a trueSeller Entities. Each Seller Entity (to the extent related to the Business) maintains materially accurate books of account and other financial records reflecting its assets and liabilities and maintains proper and effective internal control over financial reporting that is designed to provide reasonable assurance (i) that transactions are executed with management’s authorization, correct and complete list (ii) that transactions are recorded as necessary to permit preparation of the Contracts for all Indebtedness for borrowed money financial statements of the Target Companies as Business and to maintain accountability for the assets of the date hereofBusiness in accordance with GAAP, (iii) that access to the assets of the Business is permitted only in accordance with management’s authorization and (iv) regarding unauthorized acquisition, use or disposition of assets of the Business. Each Seller Entity maintains effective controls and procedures that are designed to ensure that all material information concerning the Business is made known on a timely basis to the individuals responsible for the preparation of the Financial Information. (d) This Section 3.4 is qualified by the fact that the Business has not operated as a separate “stand alone” entity within the Seller; in certain operational areas, the Business is dependent upon centralized functional activities of the Seller, the costs of which have not been historically allocated to the Business; and the Financial Information are presented on a carve-out basis and may differ materially from financial statements presented in accordance with GAAP, in that they do not include all year-end adjustments, audit adjustments, carve-out adjustments, or footnote disclosures and other presentation items required for the presentation of financial statement in conformity with GAAP. As a result, the Business has been allocated certain internal charges and credits for purposes of the preparation of the Financial Information. Such allocations of charges and credits have been made in good faith with the intent of accurately presenting to the extent practicable the financial condition and results of operations of the Business for the time periods covered by the Financial Information, but may not necessarily reflect the amounts that would have resulted from arms-length transactions or the actual costs that would be incurred if the Business operated as an independent enterprise.

Financial Statements; Undisclosed Liabilities. (a) Copies The Contributing Parties have made available to the Partnership Parties true, complete and correct copies of the audited consolidated annual balance sheets, consolidated statements sheet of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies White Cliffs Pipeline as of and for the years ended December 31, 2020 2012, and 2021 the related statements of income and cash flows for the year then ended, and the unaudited and unadjusted balance sheet of White Cliffs Pipeline for the nine-month period ended September 30, 2013 and the related statements of income and cash flows for the period then ended (collectively, the “Annual Company White Cliffs Pipeline Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the White Cliffs Pipeline Financial Statements (including any notes thereto) have been provided prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of White Cliffs Pipeline as of such dates and the results of operations of White Cliffs Pipeline for such periods (other than for changes in accounting principles disclosed therein and, with respect to Purchaser. Copies the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes). (b) The Contributing Parties have made available to the Partnership Parties true, complete and correct copies of the audited annual balance sheet of SemCrude Pipeline as of December 31, 2012, and the related statements of income and cash flows for the year then ended, and of the unaudited and unadjusted balance sheetsheet of SemCrude Pipeline for the nine-month period ended September 30, statement 2013 and the related statements of operations, income and statement of cash flows of each Target Company as of and for the five period then ended (5)-month period ended on May 31, 2022 (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company SemCrude Pipeline Financial Statements,” and, together with the Annual Company White Cliffs Pipeline Financial Statements, the “Company Financial Statements”) ). Except as set forth in Disclosure Schedule 3.5(b), the SemCrude Pipeline Financial Statements have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, prepared in accordance with GAAP consistently applied through on a consistent basis throughout the periods period covered thereby, except thereby and present fairly the financial condition of SemCrude Pipeline as of such date and the results of operations of SemCrude Pipeline for such period (other than for changes in accounting principles disclosed therein, and, in the case of the Interim Company Financial Statements, except therein and for normal and recurring year-end adjustments, tax accruals, adjustments and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability absence of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingfootnotes). (c) Section 3.6(cThere are no liabilities or obligations of SemCrude Pipeline or White Cliffs Pipeline (whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since September 30, 2013, (iii) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule contains 3.5(c) and (vii) other liabilities or obligations which, in the aggregate, would not have a trueMaterial Adverse Effect. Notwithstanding the foregoing, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofContributing Parties make no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.10.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoSection 2.5(a) of the Target Companies as of and for Company Disclosure Schedule sets forth the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies following financial statements of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statementscollectively, the “Company Financial Statements”): (i) have been provided to Purchaser. the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2017 and the related audited consolidated statement of operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2017, (ii) the unaudited consolidated balance sheet for the Company and its Subsidiaries as at December 31, 2018 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”) and the related unaudited consolidated statement of operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2018, and (iii) the unaudited consolidated balance sheet for the Company and its Subsidiaries as at January 31, 2019 and the related unaudited consolidated statement of operations, stockholders’ equity and cash flows as of and for the one month then ended January 31, 2019. (b) The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct (i) have been prepared in all material respects and have been regularly kept and maintained in accordance with GAAP applied on a consistent basis throughout the Company’s normal periods covered thereby (except as otherwise indicated therein) and customary practices. The Company Financial Statements (ii) present fairly, in all material respects, the consolidated financial position condition of the Target Companies Company and its Subsidiaries as of the such dates thereof and the consolidated results of operations and cash flows of the Target Companies Company for the such periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and(subject, in the case of unaudited financial statements, to normal year-end adjustments and lack of footnotes). Since the Interim Company Financial StatementsBalance Sheet Date, the Company has not effected any change in any method of accounting or accounting practice, except for year-end adjustments, tax accruals, and the omission any such change required because of footnote disclosures required by concurrent change in Applicable Law or GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(cNeither the Company nor any of its Subsidiaries has any Liabilities of any nature that are not provided for in the Company Balance Sheet, other than Liabilities: (i) incurred in connection with the preparation, execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Disclosure Schedule contains Transactions, (ii) incurred in the ordinary course of business after the Company Balance Sheet Date, (iii) incurred in connection with the performance of executory Contracts to which the Company or its Subsidiaries are a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies party as of or following the date hereofCompany Balance Sheet Date (including any Contracts entered into after the Agreement Date in compliance with Section 4.1) and (iv) that have not had and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) Copies ISI has delivered to ISH the following financial statements, copies of which are attached hereto as Section 4.05(a) of the Disclosure Schedule (collectively, the “ISI Financial Statements”): (i) an audited consolidated balance sheetssheet of Faraday as of December 31, 2016, and consolidated statements of income, income and retained earnings and consolidated statements of members’ equitycash flows for the year then-ended (the “ISI Audited Financial Statements”); (ii) an audited consolidated balance sheet of Faraday as of December 31, 2017, and consolidated statements of income and retained earnings and consolidated statements of cash flows for the year then-ended, and (iii) an unaudited consolidated balance sheet of Faraday as of February 28, 2018 (the “ISI Base Balance Sheet”), and an unaudited consolidated statement of income and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) statement of the Target Companies as shareholders’ equity of and Faraday for the years two (2)-month period ended December 31February 28, 2020 and 2021 2018. (b) Subject to the “Annual Company absence of footnotes (that, if presented, would not differ materially from those presented with the applicable ISI Audited Financial Statements”)) and customary and normal year-end audit adjustments (none of which will, have been provided individually or in the aggregate, be material) with respect to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company ISI Financial Statements, the “Company ISI Financial Statements”) Statements have been provided to Purchaserprepared in accordance with past practice and in compliance with GAAP applied on a consistent basis in accordance with the past practice of ISI throughout the periods covered thereby and fairly present in all material respects the consolidated financial conditions and positions, results of operations, stockholders’ equity (where applicable) and cash flows of Faraday and its Subsidiaries at the dates and for the relevant periods indicated therein. The Company ISI Financial Statements are based on were derived from the books and records of the Target Companies, which books ISI and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practicesits Subsidiaries. The Company Financial Statements present fairly, in all material respects, the consolidated financial position Except as set forth on Section 4.05(b) of the Target Companies as of the dates thereof Disclosure Schedule, ISI and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system its Subsidiaries maintain systems of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are over financial reporting sufficient to provide reasonable assurance regarding assurances that transactions are recorded in conformity with the reliability Accounting Principles. Except as set forth on Section 4.05(b) of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified Disclosure Schedule, to ISI’s Knowledge, there are no significant deficiencies or been made aware of (i) any significant deficiency or material weakness weaknesses in the system design or operation of the systems of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management over financial reporting of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingISI and its Subsidiaries. (c) Except as set forth on Section 3.6(c4.05(c) of the Disclosure Schedule, ISI and its Subsidiaries have no liabilities of any kind, whether absolute or contingent, asserted or unasserted, known or unknown, liquidated or unliquidated, or due or to become due, other than (i) liabilities that are reflected, reserved for, or disclosed in the ISI Base Balance Sheet, (ii) liabilities incurred in the ordinary course of business since the date of the ISI Base Balance Sheet (none of which relates to breach of contract, breach of warranty, tort, infringement, violation of applicable Law or any Litigation), including liabilities under contracts not yet fully performed for which ISI or any of its Subsidiaries is not in breach, (iii) liabilities for transaction costs and expenses described in Section 9.07, or (iv) liabilities that are not in excess of $250,000 in the aggregate. (d) Section 4.05(d) of the Disclosure Schedule contains a truesets forth (i) ISI’s Cash and Cash Equivalents, correct Indebtedness and complete list Net Working Capital, in each case as of the Contracts for all Indebtedness for borrowed money close of the Target Companies business on December 31, 2017, and (ii) ISI’s good faith estimate as of the date hereofof this Agreement of the Expenses of Faraday, ISI and its Subsidiaries as of the Closing.

Financial Statements; Undisclosed Liabilities. (a) Copies of The Company has furnished to Parent, prior to the audited consolidated balance sheetsdate hereof, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of Statements and the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five Interim Financial Statements (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statementscollectively, the “Company Financial StatementsFinancials”), copies of which are attached hereto as Schedule 5.2(a)(i) of the Disclosure Schedules. Except as set forth on Schedule 5.2(a)(ii) of the Disclosure Schedules, the Company Financials have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained prepared in accordance with GAAP throughout the Company’s normal and customary practices. The Company Financial Statements periods covered thereby, present fairly, in all material respects, the consolidated financial position condition of the Target Centerre Companies and the Consolidated Joint Ventures as of the such dates thereof and the consolidated results of operations and cash flows of the Target Companies Company (including the Business), for the periods covered by thereby; provided, however, that the Company Interim Financial Statements for such statementsperiods (i) are consistent, in accordance all material respects, with GAAP consistently applied through the periods covered therebybooks and records of the Centerre Companies and the Consolidated Joint Ventures (which books and records are correct and complete in all material respects), except as disclosed therein(ii) may not include all notes required by GAAP, andprovided that such notes, if included, would not differ materially from those included in the case of the Interim Company Financial Statements, except for and (iii) are subject to normal year-end adjustments. The books of account and other financial records of each Centerre Company and each Consolidated Joint Venture, tax accrualsall of which have been made available to Parent, are correct and the omission of footnote disclosures required by GAAPcomplete in all material respects and have been maintained in accordance with commercially reasonable business and accounting practices. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size has furnished to Parent, prior to the date hereof, the JV Financial Statements and the industry in JV Interim Financial Statements (collectively, the “JV Financials”), copies of which it operates that are sufficient to provide reasonable assurance regarding attached hereto as Schedule 5.2(b)(i) of the reliability Disclosure Schedules. Except as set forth on Schedule 5.2(b)(ii) of financial reporting and the preparation of their financial statements Disclosure Schedules, the JV Financials have been prepared in accordance with GAAP. The Company has not identified or been made aware GAAP throughout the periods covered thereby, present fairly, in all material respects, the consolidated financial condition of each Unconsolidated Joint Venture as of such dates and the consolidated results of operations of each Unconsolidated Joint Venture, for the periods covered thereby; provided, however, that the JV Interim Financial Statements for such periods (i) any significant deficiency or are consistent, in all material weakness respects, with the books and records of each Unconsolidated Joint Venture (which books and records are correct and complete in the system of internal accounting controls utilized by the Companyall material respects), (ii) any fraudmay not include all notes required by GAAP, whether or provided that such notes, if included, would not material, that involves the management of the Company or any personnel who have a role differ materially from those included in the preparation of the Company JV Financial Statements or the internal accounting controls utilized by the CompanyStatements, or and (iii) any claim or allegation regarding any are subject to normal year-end adjustments. The books of the foregoingaccount and other financial records of each Unconsolidated Joint Venture, all of which have been made available to Parent, are correct and complete in all material respects and have been maintained in accordance with commercially reasonable business and accounting practices. (c) Section 3.6(cExcept as set forth on Schedule 5.2(c) of the Disclosure Schedule contains a trueSchedules and/or the Estimated Closing Balance Sheet, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofof delivery of the Estimated Closing Balance Sheet in accordance with Section 2.7(a)(i) above, the Centerre Companies do not have any Liabilities, other than Liabilities: (i) under the executory portion of any Contractual Obligation by which any of the Centerre Companies is bound and that was entered into in the ordinary course of the business consistent with past practices; (ii) incurred under this Agreement or any of the other Transaction Documents; (iii) incurred in the ordinary course of the business after the date of the delivery of the Estimated Closing Balance Sheet in accordance with Section 2.7(a)(i) above, which shall be reflected in the Final Closing Balance Sheet; and/or (iv) Liabilities of an immaterial nature and amount incurred in the ordinary course of business.

Financial Statements; Undisclosed Liabilities. (a) Copies The Contributing Parties have made available to the Partnership Parties true, complete and correct copies of the audited consolidated annual balance sheets, consolidated statements sheet of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies White Cliffs Pipeline as of and for the years ended December 31, 2020 2013, and 2021 the related statements of income and cash flows for the year then ended, and the unaudited and unadjusted balance sheet of White Cliffs Pipeline for the three-month period ended March 31, 2014 and the related statements of income and cash flows for the period then ended (collectively, the “Annual Company White Cliffs Pipeline Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the White Cliffs Pipeline Financial Statements (including any notes thereto) have been provided prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of White Cliffs Pipeline as of such dates and the results of operations of White Cliffs Pipeline for such periods (other than for changes in accounting principles disclosed therein and, with respect to Purchaser. Copies the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes). (b) The Contributing Parties have made available to the Partnership Parties true, complete and correct copies of the audited annual balance sheet of SemCrude Pipeline as of December 31, 2013, and the related statements of income and cash flows for the year then ended, and of the unaudited and unadjusted balance sheetsheet of SemCrude Pipeline for the three-month period ended March 31, statement 2014 and the related statements of operations, income and statement of cash flows of each Target Company as of and for the five period then ended (5)-month period ended on May 31, 2022 (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company SemCrude Pipeline Financial Statements,” and, together with the Annual Company White Cliffs Pipeline Financial Statements, the “Company Financial Statements”) ). Except as set forth in Disclosure Schedule 3.5(b), the SemCrude Pipeline Financial Statements have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, prepared in accordance with GAAP consistently applied through on a consistent basis throughout the periods period covered thereby, except thereby and present fairly the financial condition of SemCrude Pipeline as of such date and the results of operations of SemCrude Pipeline for such period (other than for changes in accounting principles disclosed therein, and, in the case of the Interim Company Financial Statements, except therein and for normal and recurring year-end adjustments, tax accruals, adjustments and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability absence of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingfootnotes). (c) Section 3.6(cThere are no liabilities or obligations of SemCrude Pipeline or White Cliffs Pipeline (whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since Xxxxx 00, 0000, (xxx) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule contains 3.5(c) and (vii) other liabilities or obligations which, in the aggregate, would not have a trueMaterial Adverse Effect. Notwithstanding the foregoing, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofContributing Parties make no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.10.

Financial Statements; Undisclosed Liabilities. (a) Copies Mid Penn has previously made available, or will make available, to William Penn the Mid Penn Regulatory Reports. The Mid Penn Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equityperiods covered by such statements, and consolidated statements fairly present or will fairly present in all material respects the financial position, results of cash flows operations and notes to consolidated financial statements (together with any supplementary information thereto) changes in shareholders’ equity of the Target Companies Mid Penn as of and for the years periods ended December 31on the dates thereof, 2020 in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and 2021 pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) Mid Penn has previously made available, or will make available, to William Penn the “Annual Company Mid Penn Financial Statements”), . The Mid Penn Financial Statements have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operationsor will be prepared in accordance with GAAP, and statement of cash flows of (including the related notes where applicable) fairly present, or will fairly present, in each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct case in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of Mid Penn and the Target Companies Mid Penn Subsidiaries on a consolidated basis as of and for the respective periods covered by such statementsending on the dates thereof (subject in the case of the unaudited interim statements to normal year-end adjustments), in accordance with GAAP consistently applied through during the periods covered therebyinvolved, except as indicated in the notes thereto and except in the case of any unaudited statements to normal recurring audit adjustments. (c) At the date of each balance sheet included in the Mid Penn Financial Statements, neither Mid Penn nor Mid Penn Bank has had or will have any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Mid Penn Financial Statements or Mid Penn Regulatory Reports or in the footnotes thereto that are not fully reflected or reserved against therein or fully disclosed thereinin a footnote thereto and except in the case of any unaudited statements to normal, recurring audit adjustments and, in the case of Mid Penn Regulatory Reports, the Interim Company Financial Statementsabsence of footnotes. (d) The records, systems, controls, data and information of Mid Penn and the Mid Penn Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Mid Penn or any Mid Penn Subsidiary (including all means of access thereto and therefrom), except for yearany non-end adjustments, tax accruals, exclusive ownership and the omission of footnote disclosures required by GAAP. non-direct control that would not reasonably be expected to have a Material Adverse Effect. Mid Penn (bi) The Company has implemented and maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates control over financial reporting that are sufficient is designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of their its financial statements for external purposes in accordance with GAAP. The Company , (ii) has not identified or been implemented and maintains disclosure controls and procedures to ensure that material information relating to Mid Penn, including its consolidated Mid Penn Subsidiaries, is made aware known to the chief executive officer and the chief financial officer of Mid Penn by others within those entities, and (iiii) has disclosed, based on its most recent evaluation prior to the date hereof, to Mid Penn’s outside auditors and the audit committee of Mid Penn’s Board of Directors (A) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by the Companycontrol over financial reporting that are reasonably likely to adversely affect Mid Penn’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves the management of the Company or any personnel other employees who have a significant role in the preparation of the Company Financial Statements or the Mid Penn’s internal accounting controls utilized over financial reporting. These disclosures (if any) were made in writing by the Companymanagement to Mid Penn’s auditors and audit committee and a copy has previously been made available to William Penn. (e) Since December 31, or 2021, (iiii) any claim or allegation regarding neither Mid Penn nor any of the foregoingMid Penn Subsidiaries nor, to the Knowledge of Mid Penn, any director, officer, employee, auditor, accountant or representative of Mid Penn or any Mid Penn Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Mid Penn or any Mid Penn Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Mid Penn or any Mid Penn Subsidiary has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Mid Penn or any Mid Penn Subsidiary, whether or not employed by Mid Penn or any Mid Penn Subsidiary, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Mid Penn or any of its officers, directors, employees or agents to the Board of Directors of Mid Penn or any committee thereof or to any director or officer of Mid Penn. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies Mid Penn has previously made available, or will make available, to First Priority the Mid Penn Regulatory Reports. The Mid Penn Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equityperiods covered by such statements, and consolidated statements fairly present or will fairly present in all material respects the financial position, results of cash flows operations and notes to consolidated financial statements (together with any supplementary information thereto) changes in shareholders’ equity of the Target Companies Mid Penn as of and for the years periods ended December 31on the dates thereof, 2020 in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and 2021 pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) Mid Penn has previously made available or will make available to First Priority the “Annual Company Mid Penn Financial Statements”), . The Mid Penn Financial Statements have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operationsor will be prepared in accordance with GAAP, and statement of cash flows of (including the related notes where applicable) fairly present, or will fairly present, in each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct case in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of Mid Penn and the Target Companies Mid Penn Subsidiaries on a consolidated basis as of and for the respective periods covered by such statementsending on the dates thereof (subject in the case of the unaudited interim statements to normal year-end adjustments), in accordance with GAAP consistently applied through during the periods covered therebyinvolved, except as indicated in the notes thereto and except in the case of any unaudited statements to normal recurring audit adjustments. (c) At the date of each balance sheet included in the Mid Penn Financial Statements, neither Mid Penn nor Mid Penn Bank has had or will have any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Mid Penn Financial Statements or Mid Penn Regulatory Reports or in the footnotes thereto that are not fully reflected or reserved against therein or fully disclosed thereinin a footnote thereto and except in the case of any unaudited statements to normal, recurring audit adjustments and, in the case of Mid Penn Regulatory Reports, the Interim Company Financial Statementsabsence of footnotes. (d) The records, systems, controls, data and information of Mid Penn and the Mid Penn Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Mid Penn or any Mid Penn Subsidiary (including all means of access thereto and therefrom), except for yearany non-end adjustments, tax accruals, exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the omission system of footnote disclosures required by GAAP. internal accounting controls described below in this Section 5.5(d). Mid Penn (bi) The Company has implemented and maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates control over financial reporting that are sufficient is designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of their its financial statements for external purposes in accordance with GAAP. The Company , (ii) has not identified or been implemented and maintains disclosure controls and procedures to ensure that material information relating to Mid Penn, including its consolidated Mid Penn Subsidiaries, is made aware known to the chief executive officer and the chief financial officer of Mid Penn by others within those entities, and (iiii) has disclosed, based on its most recent evaluation prior to the date hereof, to Mid Penn’s outside auditors and the audit committee of Mid Penn’s Board of Directors (A) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by the Companycontrol over financial reporting that are reasonably likely to adversely affect Mid Penn’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves the management of the Company or any personnel other employees who have a significant role in the preparation of the Company Financial Statements or the Mid Penn’s internal accounting controls utilized over financial reporting. These disclosures (if any) were made in writing by the Companymanagement to Mid Penn’s auditors and audit committee and a copy has previously been made available to First Priority. (e) Since December 31, or 2015, (iiii) any claim or allegation regarding neither Mid Penn nor any of the foregoingMid Penn Subsidiaries nor, to the Knowledge of Mid Penn, any director, officer, employee, auditor, accountant or representative of Mid Penn or any Mid Penn Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Mid Penn or any Mid Penn Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Mid Penn or any Mid Penn Subsidiary has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Mid Penn or any Mid Penn Subsidiary, whether or not employed by Mid Penn or any Mid Penn Subsidiary, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Mid Penn or any of its officers, directors, employees or agents to the Board of Directors of Mid Penn or any committee thereof or to any director or officer of Mid Penn. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoSection 4.5(a) of the Target Companies Disclosure Schedule sets forth true and complete copies of (i) the unaudited balance sheet, representing the portion of the Seller balance sheet determined using the Carve Out Method (“Carve Out Method”), described in Section 4.5(a) of the Disclosure Schedule, for identifying all or part of general ledger accounts which are Related to the Business and related income statement as of and for the years year ended December 31, 2020 2015 representing that portion of the Seller income statement which is Related to the Business and 2021 excluding adjustments for one-off items including those related to transactions costs and excluding any allocation of corporate expenses determined using the Carve Out Method described in Section 4.5(a) of the Disclosure Schedule and (ii) the unaudited balance sheet (the “Annual Company Financial StatementsBalance Sheet”), have been provided to Purchaser. Copies representing the portion of the unaudited Seller balance sheetsheet determined using the Carve Out Method described in Section 4.5(a) of the Disclosure Schedule, for identifying all or part of general ledger accounts which are Related to the Business and related income statement of operations, and statement of cash flows of each Target Company as of and for the five seven (5)-month 7) month period ended on May ending July 31, 2022 2016 (such date, the “Reference Balance Sheet Date”) representing that portion of the Seller income statement which is Related to the Business and excluding adjustments for one-off items including those related to transactions costs and excluding any allocation of corporate expenses determined using the Carve Out Method described in Section 4.5(a) of the Disclosure Schedule (such financial statementsclauses (i) and (ii) collectively, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”). The Financial Statements (A) have been provided prepared in good faith from the books and records of Seller, (B) have been prepared in accordance with GAAP as to Purchaser. the underlying transactions (except as set forth in Section 4.5(a) of the Disclosure Schedule) and (C) fairly present in all material respects, the assets and liabilities and results of operations of the Business as of the respective dates thereof and for the respective time periods covered, in each case, in accordance with GAAP as to the underlying transactions (except as set forth in Section 4.5(a) of the Disclosure Schedule) consistently applied during the period covered thereby. (b) The Company system of internal controls over financial reporting with respect to the Business is sufficient in all material respects to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of the Financial Statements are based on in accordance with GAAP, except as disclosed in Section 4.5(a) of the Disclosure Schedule, and to maintain accountability for the assets of the Business, and (ii) the books and records of the Target Companies, which books Business accurately and records are complete fairly reflect the transactions and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position dispositions of the Target Companies as assets of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingBusiness. (c) The Business has no liabilities, obligations or commitments that would be required by GAAP to be reflected on a balance sheet of the Business other than (i) Liabilities disclosed on Section 3.6(c4.5(c) of the Disclosure Schedule contains a trueSchedule, correct (ii) Liabilities disclosed in the Financial Statements, (iii) Liabilities for performance under Material Contracts and complete list purchase commitments incurred in the ordinary course of business (excluding any Liability for breach, with or without the Contracts for all Indebtedness for borrowed money giving of notice or lapse of time, or both), or (iv) Current Liabilities incurred in the Target Companies as ordinary course of business since the date hereofBalance Sheet Date.

Financial Statements; Undisclosed Liabilities. (a) Copies Attached hereto as Exhibit 4 and incorporated by reference herein are copies of the audited consolidated Company's unaudited balance sheetssheet as of December 31, consolidated 2014 and the Company's unaudited statements of income, consolidated statements of members’ equity, profits and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and losses for the years year ended December 31, 2020 and 2021 2014 (hereinafter collectively referred to as the “Annual Company "Financial Statements”"), have been provided to Purchaser. Copies Attached hereto as Exhibit 5 and incorporated by reference herein are copies of the Company's unaudited balance sheetsheet as of January 31, 2015 and the Company's unaudited statement of operations, profits and statement of cash flows of each Target Company losses for the period ended as of and for the five (5)-month period ended on May January 31, 2022 2015, (such date, hereinafter collectively referred to as the “Reference Balance Sheet Date”) (such financial statements, the “"Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser"). The Company Financial Statements and the Interim Statements are based on in accordance with the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a are true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies and accurately present Company's financial position as of the date hereofdates set forth therein and the results of Company's operations and changes in Company's financial position for the periods then ended, all in conformity with generally accepted accounting principles applied on a consistent basis during each period and on a basis consistent with that of prior periods. Except: (i) as disclosed in the Financial Statements and the Interim Statements; and (ii) as disclosed in this Agreement, Company has no knowledge of any liabilities or obligations of any nature or kind, whether accrued, absolute, contingent, or otherwise. To the Company’s knowledge, there is no basis for assertion against Company of any claim, liability or obligation not fully disclosed in the Financial Statements and the Interim Statements. All prepaid items set forth in Company's Financial Statements and Interim Statements have been properly accrued.

Financial Statements; Undisclosed Liabilities. (a) Copies Schedule 3.17(a) sets forth the following financial statements: (i) the unaudited consolidated balance sheet of the audited consolidated balance sheetsCompany as of each of December 31, 2022 and December 31, 2021 and the related unaudited consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and operations for the years respective annual periods then ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Year-End Financial Statements,”); and (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2023 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operations for the three (3) month period ending on the Balance Sheet Date (such financial statements, the “Company Balance Sheet” and, together with the Annual Company Year-End Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP). (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements Financial Statements have been prepared in accordance with U.S. GAAP, subject to normal and recurring year-end adjustments and the absence of notes. The Company has not identified or Financial Statements have been made aware of (i) any significant deficiency or material weakness in prepared based upon the system of internal accounting controls utilized financial books and records maintained by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(cOther than (i) as specifically set forth and adequately reserved for in the Company Balance Sheet, (ii) Liabilities incurred in the ordinary course of business since the Balance Sheet Date (excluding Liabilities arising out of any breach of, or default under, any Law, Contract or Company Permit), (iii) Liabilities under Company Material Contracts (excluding Liabilities arising out of any breach of, or default under, any Company Material Contract), (iv) Retained Liabilities and (v) as set forth on Schedule 3.17(c) there are no material Liabilities of the Disclosure Schedule contains Company that are required to be reflected on a true, correct and complete list of balance sheet prepared consistent with the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofCompany Financial Statements.

Financial Statements; Undisclosed Liabilities. (a) Copies The Balance Sheets of the audited consolidated balance sheetsBusiness as of January 3, consolidated 2015 and January 2, 2016 and the related unaudited statements of incomeprofit and loss of the Business for the fiscal years ended January 3, consolidated 2015 and January 2, 2016 (the “Annual Financial Statements”), and the unaudited Balance Sheet and the related statements of members’ equity, profit and consolidated statements of cash flows and notes to consolidated financial statements loss (together with any supplementary information theretothe “Interim Financial Statements”) of the Target Companies as of and for the years period ended December 31the Balance Sheet Date (together with the Annual Financial Statements, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements fairly present fairly, in all material respects, in conformity with GAAP applied on a consistent basis (except as set forth in Section 3.06(a) of the consolidated Disclosure Schedule and subject to the absence of notes and normal year-end adjustments), the financial position of the Target Companies Purchased Subsidiaries and the Business as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Purchased Subsidiaries and the Business for the periods covered by such statements, in accordance period then ended. Seller maintains with GAAP consistently applied through respect to the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains Business a system of internal accounting controls and procedures appropriate for its size and the industry in control over financial reporting, which it operates that are sufficient to provide provides reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements for external purposes in accordance with GAAP. The Company has not identified or been made aware of (i) any There are no significant deficiency deficiencies or material weakness weaknesses in the system design or operation of Seller’s internal accounting controls utilized by which could adversely affect Seller’s ability to record, process, summarize and report financial data. With respect to the CompanyBusiness, (ii) any there is and since January 1, 2013, has been no fraud, whether or not material, that involves management or, to the management of the Company or any personnel Seller’s knowledge, other employees who have a significant role in the preparation Seller’s internal controls. (b) Neither Seller nor any of its Subsidiaries has any claims or Liabilities in respect of the Company Business or the Purchased Assets or the Purchased Subsidiaries, prepared in accordance with GAAP, except for (i) future executory Liabilities arising under Contracts entered into in the ordinary course of business (other than as a result of breach of Contract, tort, infringement or violation of Applicable Law) (ii) Liabilities reflected on the Financial Statements or the internal accounting controls utilized by the Company, or (iii) Liabilities arising under this Agreement or any claim other Transaction Document (iv) the Excluded Liabilities, (v) Liabilities (other than as a result of breach of Contract, tort, infringement or allegation regarding any violation of Applicable Law) incurred subsequent to the foregoingBalance Sheet Date in the ordinary course of business consistent with past practice or (vi) other Liabilities that would not reasonably be expected to be material to the Business. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes Attached to consolidated financial statements (together with any supplementary information theretoSchedule 4.06(a) of the Target Companies as Company Disclosure Letter are true and correct copies of (i) the unaudited consolidated balance sheet of the Company and for the years ended December 31, 2020 and 2021 Company Subsidiaries (the “Annual Company Financial StatementsBalance Sheet”) as of November 24, 2019 (the “Balance Sheet Date”), have been provided to Purchaser. Copies the unaudited consolidated statement of income of the Company and the Company Subsidiaries for the period ended November 24, 2019, the unaudited balance sheet, consolidated statement of operationschanges in stockholder’s equity of the Company and the Company Subsidiaries for the period ended November 24, 2019, and the unaudited consolidated statement of cash flows of each Target the Company as of and the Company Subsidiaries for the five (5)-month period ended on May 31November 24, 2022 2019 (such datetogether with the Balance Sheet, the “Reference Balance Sheet DateUnaudited Financials”), (ii) the audited consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 2019, the audited consolidated statement of income of the Company and the Company Subsidiaries for the fiscal year ended June 30, 2019, the audited consolidated statement of changes in stockholder’s equity of the Company and the Company Subsidiaries for the fiscal year ended June 30, 2019, and the audited consolidated statement of cash flows of the Company and the Company Subsidiaries for the fiscal year ended June 30, 2019 (such financial statementsthe “2019 Financials”), and (iii) the audited consolidated balance sheet of the Company and the Company Subsidiaries as of July 1, 2018, the audited consolidated statement of income of the Company and the Company Subsidiaries for the fiscal year ended July 1, 2018, the audited consolidated statement of changes in stockholder’s equity of the Company and the Company Subsidiaries for the fiscal year ended July 1, 2018, and the audited consolidated statement of cash flows of the Company and the Company Subsidiaries for the fiscal year ended July 1, 2018 (collectively, with the Unaudited Financials and the 2019 Financials, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”). (b) have been provided to Purchaser. The Except as indicated on Schedule 4.06(b) of the Company Disclosure Letter or in the Financial Statements are based on (including any notes thereto), the books and records of the Target Companies, which books and records are complete and correct Financial Statements fairly present in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies Company and the Company Subsidiaries as of the dates date thereof and the consolidated results of operations and cash flows of the Target Companies Company and the Company Subsidiaries for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andthen ended (subject, in the case of the Interim Company any unaudited Financial Statements, except for to the absence of footnotes thereto and normal year-end adjustments, tax accrualsin each case, and none of which would reasonably be expected to, individually or in the omission of footnote disclosures required by GAAPaggregate, be material). (bc) The Company maintains and the Company Subsidiaries maintain a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding that (i) all material information concerning the reliability business of financial reporting the Company and the Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of their financial statements the Financial Statements and (ii) transactions have been recorded as necessary to permit the preparation of the Financial Statements in accordance with GAAP. The . (d) Except as set forth on Schedule 4.06(d) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries is a party to, or has not identified any commitment to become a party to, any joint venture, off-balance sheet partnership or been made aware any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any material “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K)). (e) As of the date hereof, there are no liabilities, indebtedness, commitments or obligations of the Company or the Company’s Subsidiaries of any kind whatsoever, whether known, unknown, accrued, contingent, absolute, direct, indirect, determined, determinable, due or to become due, or otherwise (“Liabilities”), other than Liabilities (i) any significant deficiency or material weakness disclosed and provided for in the system Financial Statements, (ii) of internal accounting controls utilized a nature not required by GAAP to be reflected or reserved for on a balance sheet of the Company, (iiiii) related to the future performance of any fraud, whether or not material, that involves the management of Contract to which the Company or any personnel who have Company Subsidiary is a role party, (iv) incurred or arising in the preparation ordinary course of business since the Balance Sheet Date or in connection with the Transactions, (v) that will be discharged or paid in full prior to the Closing Date, (vi) that are set forth in Schedule 4.06(e) of the Company Financial Statements or the internal accounting controls utilized by the CompanyDisclosure Letter, or (iiivii) any claim that would not, individually or allegation regarding any of in the foregoingaggregate, have a Company Material Adverse Effect. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoSection 3.8(a)(i) of the Target Companies Company Disclosure Schedule contains true and accurate copies of the unaudited carve-out (giving effect to the Pre-Closing Reorganization) consolidated balance sheet of the Company Group as of and for the years ended December 31, 2020 and 2021 2019, and in each case, the related statements of income, and stockholders’ equity for the years then ended (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of The balance sheets included in the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company Financial Statements as of and for the five (5)-month period ended on May December 31, 2022 (such date, 2020 are referred to herein as the “Reference Balance Sheets” and December 31, 2020 is referred to herein as the “Balance Sheet Date”.” Except as set forth on Section 3.8(a)(ii) (such financial statementsof the Company Disclosure Schedule, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements were prepared on the basis of, and are based on consistent with, the books and records of the Target CompaniesCompany Group and consolidated financial statements of Parent and its Subsidiaries (including the Company Group), which were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and fairly present, in all material respects, the financial position, assets, liabilities and earnings of the Company Group as of the respective dates of and for the periods indicated in such Financial Statements. The books of account and other financial records of the Company Group and the Business are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairlyrepresent actual, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPbona fide transactions. (b) The Company maintains a system Parent has devised and maintained systems of internal accounting controls and procedures appropriate for its size over financial reporting with respect to the Company Group and the industry in which it operates that are Business designed to be sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements assurances that (i) all transactions are executed in accordance with GAAP. The Company has not identified management’s general or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Companyspecific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There (A) are no significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information, or (B) is not any fraud, whether or not material, that involves the management of the Company or any personnel other employees who have a significant role in the preparation of the Company Financial Statements or the Parent’s internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingover financial reporting. (c) The Company Group does not have any liabilities or obligations of any kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated, unliquidated or otherwise, whether due or to become due), other than (i) liabilities that are specifically reflected on the Reference Balance Sheets, (ii) liabilities or obligations incurred in the ordinary course of business after the Balance Sheet Date (none of which are liabilities resulting from violations of Law or breach of contract or Material COVID-19 Actions taken since the Balance Sheet Date and none of which would reasonably be expected to be, individually or in the aggregate, material), (iii) any such liabilities set forth in Section 3.6(c3.8(c) of the Company Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofor (iv) liabilities or obligations that would not be material.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has made available to Purchaser copies of the audited consolidated balance sheets, consolidated financial statements of incomethe Company along with FronThera Pharmaceuticals, consolidated its wholly owned Subsidiary, (including the balance sheet, the related statements of members’ equityoperations and, and consolidated statements with respect to FronThera Pharmaceuticals, a statement of cash flows and notes to consolidated financial statements (together with any supplementary information theretoflows) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”unaudited), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May December 31, 2022 2019 (such dateunaudited) and December 31, the “Reference Balance Sheet Date”2018 (unaudited) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statementscollectively, the “Company Financial Statements”) have been provided to Purchaser). The Company Financial Statements are based on (including in each case, the books and records of the Target Companiesnotes thereto, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements if any) present fairly, in all material respects, the consolidated combined financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Company along with FronThera Pharmaceuticals as of the dates thereof and for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim . The Company Financial Statements, except for year-end adjustments, tax accruals, Statements have been prepared from books and records maintained by the omission of footnote disclosures required by GAAPCompany and FronThera Pharmaceuticals. (b) The books of account and other financial records of the Company maintains along with FronThera Pharmaceuticals have been kept accurately in the ordinary course of business consistent with applicable Laws, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Company and FronThera Pharmaceuticals have been properly recorded therein in all material respects. The Company and FronThera Pharmaceuticals have established and maintain a system of internal accounting controls and procedures appropriate reasonable for its a company of their size and the industry stage of development. Since December 31, 2020, there have been no changes in which it operates that are sufficient any accounting controls, policies, principles, methods or practices, including any change with respect to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified reserves (whether for bad Debts, contingent liabilities or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingotherwise). (c) Section 3.6(cNeither the Company nor FronThera Pharmaceuticals have any Liabilities other than (i) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies those set forth on their respective balance sheets as of December 31, 2020 (unaudited) (the date hereof“Base Balance Sheets”), (ii) incurred in the ordinary course of business consistent with past practice since the Base Balance Sheets that are not material in amount or significance, either individually or in the aggregate, and do not result from a breach of Contract, breach of warranty, violation of Law, infringement, misappropriation, or other tort, (iii) Closing Debt or Unpaid Company Transaction Expenses, or (iv) as would not reasonably be expected to be material to the Company or FronThera Pharmaceuticals.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has made available to Parent copies of (i) the audited financial statements of the audited consolidated Company (including the balance sheets, consolidated sheet and the related statements of incomeoperations, consolidated statements of membersstockholders’ equity, deficit and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoflows) of the Target Companies as of and for the years ended December 31, 2020 2018, December 31, 2017 and 2021 December 31, 2016, and (iii) the “Annual Company Financial Statements”), have been provided to Purchaser. Copies unaudited financial statements of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five nine (5)-month period 9) months ended on May 31September 30, 2022 2019 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statementscollectively, the “Company Financial Statements”) have been provided to Purchaser). The Company Financial Statements are based on (x) (including in each case, the books and records of the Target Companiesnotes thereto, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements if any) present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Company as of the dates thereof and for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed thereinand (y) have been prepared in accordance with GAAP, andconsistently applied, subject, in the case of the Interim unaudited Company Financial Statements, except for to normal year-end adjustments, tax accruals, adjustments (none of which individually or in the aggregate will be material in amount) and the omission absence of footnote disclosures required footnotes. The Company Financial Statements have been prepared from books and records maintained by GAAPthe Company. (b) The Company maintains a standard system of internal accounting controls established and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements administered in accordance with GAAP. Since December 31, 2018, there has been no material change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company. (c) The Company has does not identified or been made aware of have any Liabilities except for (i) any significant deficiency Liabilities which are adequately reflected or material weakness in provided for on or disclosed on the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management face of the Company or any personnel who have a role most recent balance sheet included in the preparation of the Company Financial Statements or disclosed in the internal accounting controls utilized by notes thereto, (ii) current Liabilities incurred in the Companyordinary course of business since the Balance Sheet Date, (iii) obligations to be performed under the executory portion of any Contracts (other than obligations due to breaches or non-performance under such Contracts), (iv) Liabilities incurred under this Agreement or in connection with the transactions contemplated hereby, or (iiiv) any claim or allegation regarding any of the foregoing. (c) Liabilities set forth on Section 3.6(c4.5(c)(v) of the Company Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofSchedule.

Financial Statements; Undisclosed Liabilities. (a) Copies Schedule 3.07(a) sets forth (i) the audited statements of operations, changes in equity and cash flows of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and Company for the years year ended December 31, 2020 and 2021 2013 (together with the notes thereto, the “Annual Company 2013 Financial Statements”); (ii) the audited balance sheet of the Company as of December 31, have been provided to Purchaser. Copies 2014 and the related audited statements of operations, changes in equity and cash flows for the year then ended (together with the notes thereto, the “2014 Financial Statements”); (iii) the audited balance sheet of the Company as of December 31, 2015 and the related audited statements of operations, changes in equity and cash flows for the year then ended (together with the notes thereto, the “2015 Financial Statements”); and (iv) the unaudited balance sheet, statement sheet of operations, and statement of cash flows of each Target the Company as of March 31, 2016 and the related unaudited statements of operations and cash flows for the five three-month period then ended (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “2016 Interim Company Financial Statements,” ”, and, together with the Annual Company 2013 Financial Statements, the 2014 Financial Statements and the 2015 Financial Statements, collectively, the “Company Financial Statements”). (b) The Financial Statements have been provided prepared in accordance with GAAP, applied on a consistent basis during the periods covered thereby (except as may be indicated in the notes thereto and subject, in the case of the 2016 Interim Financial Statements, to Purchasernormal audit adjustments that would be made in connection with an audit). The Company Financial Statements are based present fairly in all material respects the financial condition and results of operations of the Company and the Business as of the dates thereof and for the periods covered thereby. The Financial Statements have been prepared on the basis of information derived from the books and records of the Target CompaniesCompany, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practicesordinary course of business. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof has established and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system systems of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient designed to provide reasonable assurance regarding the reliability of financial reporting and assurances that all transactions are recorded as necessary to permit the preparation of their proper and accurate financial statements in accordance with GAAP. The Since January 1, 2014, neither Seller nor the Company nor, to the knowledge of Seller, any auditor, accountant or representative of the foregoing has not identified received any unresolved material written complaint, allegation or been made aware assertion of (i) any a problem or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company’s accounting controls. To the knowledge of Seller, there are no material weaknesses or significant deficiency or material weakness deficiencies in the system design or operations of the internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(cThe Company has no liabilities of a type that would be required to be reflected on a balance sheet of the Company prepared in accordance with GAAP, other than liabilities (i) reflected or reserved against on the balance sheet included in the 2016 Interim Financial Statements (including the notes thereto), (ii) incurred after the date of the balance sheet included in the 2016 Interim Financial Statements in the ordinary course of business consistent with past practice (but excluding Liabilities arising out of a breach of, or default under, any Contract, breach of warranty, tort or infringement claim or lawsuit), (iii) contemplated by or incurred in connection with this Agreement, the other Transaction Documents or the Transactions, (iv) that are Excluded Liabilities and (v) that would not, individually or in the aggregate, be material to the Business. (d) The Company is not a party to any material “off-balance sheet arrangements” (as defined in Item 303(a) of the Disclosure Schedule contains a true, correct and complete list Regulation S-K of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofUnited States Securities and Exchange Commission).

Financial Statements; Undisclosed Liabilities. (ai) Copies Set forth on Schedule 3.01(e) of the Disclosure Schedule are complete and true copies of: (A) the audited consolidated balance sheetssheets of the Company and its subsidiaries as of December 31, 2014, March 31, 2014 and March 31, 2013, including the notes thereto, (B) the audited consolidated statements of incomeoperations and cash flows of the Company and its subsidiaries for December 31, 2014 and the fiscal years ended March 31, 2014 and 2013, including the notes thereto, (C) the unaudited consolidated balance sheets of the Company and its subsidiaries as of January 31, 2015, and (D) the unaudited consolidated statements of members’ equity, operations and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of Company and its subsidiaries for the years one-month period ended December January 31, 2020 and 2021 2015 (collectively, the “Annual Company Financial Statements”). Except as set forth in the notes thereto and except, have been provided to Purchaser. Copies in the case of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, which do not contain footnotes, for normal year-end audit adjustments and disclosures (none of which is expected to be material), the “Company Financial Statements”) Statements have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”), as in effect on the Company’s normal date of such audited Financial Statements, and customary practices. The Company the Financial Statements fairly present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Company and the Subsidiaries, in each case as of the dates indicated and for the periods covered covered, as the case may be. (ii) The Company has made available for inspection by Parent copies of all books of account relating to the Company and the Subsidiaries, and such statements, books of account have been maintained in accordance with GAAP consistently applied through past practices. The Company and the periods covered therebySubsidiaries will have sufficient cash immediately following the Closing to pay all liabilities, except as disclosed thereinif any, and, in immediately following the case Closing. Each of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company each Subsidiary maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of their financial statements in conformity with GAAP (as applicable) and to maintain asset accountability; (iii) access to assets is permitted only in accordance with GAAP. The Company has not identified management’s general or been made aware of specific authorization; and (iiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any significant deficiency or material weakness in the system of internal accounting controls utilized by differences. (iii) Neither the Company, (ii) any fraudSubsidiary nor, whether to the Company’s knowledge, any director, executive officer, auditor, or not material, that involves the management accountant of the Company or any personnel who have a role in Subsidiary, has received any material written complaint, allegation, assertion or claim, whether made to any director, executive officer, or inside or outside legal counsel to the preparation Company or any Subsidiary regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Financial Statements or the any Subsidiary or their internal accounting controls utilized controls, including any material written complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing practices and any written notification of a (x) “reportable condition” or (y) “material weakness” in the Company’s or any Subsidiary’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof. No attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary or (iii) any claim or allegation regarding any of their respective officers, directors, employees or agents to the foregoingCompany’s or any Subsidiary’s board of directors or any committee thereof or to any director or officer of the Company or the Subsidiary. There have been no internal investigations regarding accounting or revenue recognition reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Company’s or any Subsidiary’s board of directors or any committee thereof. (civ) Section 3.6(cThe Company and each Subsidiary are not a party to, and do not have any commitment to become a party to, any joint venture, off-balance sheet, partnership or any similar contract or arrangement (including any (i) contract or arrangement relating to any transaction or relationship between or among the Company or any Subsidiary, on the one hand, and any Affiliate of the Company or any Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, and (ii) “off-balance sheet arrangements” (as that term is defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended)). (v) Neither the Company nor any Subsidiary has any liability or obligations of any nature (whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due or otherwise), except for (a) liabilities and obligations reflected or reserved against on the Financial Statements or on Schedule 3.01(e) of the Disclosure Schedule contains a trueSchedule, correct (b) liabilities and complete list obligations which have arisen since December 31, 2014 in the ordinary course of business consistent with past practice and do not exceed in the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofaggregate $10,000, (c) Transaction Expenses and (d) performance obligations under executory contracts.

Financial Statements; Undisclosed Liabilities. (a) Copies The books of account and related records of the audited consolidated balance sheetsCompany fairly reflect in all material respects the Company’s assets, consolidated statements of income, consolidated statements of members’ equity, liabilities and consolidated statements of cash flows and notes to consolidated transactions. Schedule 3.6 sets forth the following financial statements (together with any supplementary information theretothe “Financial Statements”): (x) the balance sheets of the Target Companies Company as of December 31, 2020, 2019 and 2018 and the related statements of income for the years ended December 31, 2020 2020, 2019 and 2021 2018, and (y) the balance sheet of the Company as of the Balance Sheet Date, and the related statements of income for the nine (9) month period ended on the Balance Sheet Date (the “Annual Company Interim Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Interim Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof Company and the consolidated results of its operations and cash flows as of the Target Companies respective dates and for the respective periods covered by such statementsindicated therein and have been prepared in accordance and consistent with either GAAP or the Company’s historical accounting methods, applied in a manner consistent with past principles and practices, including with respect to the preparation of the Financial Statements as indicated on Schedule 3.6. The Interim Financial Statements fairly present, in all material respects, the financial position of the Company and the results of its operations and cash flows as of the respective dates and for the respective periods indicated therein and have been prepared in accordance with GAAP consistently applied through the periods covered therebyCompany’s historical accounting methods, except as disclosed therein, and, in the case of that the Interim Company Financial Statements, except for Statements are subject to normal year-end adjustments, tax accruals, none of which are expected to be material in amount or nature. The Financial Statements and Interim Financial Statements have been prepared from and are in accordance with the omission books and records of footnote disclosures required by GAAPthe Company. (b) The Company maintains a system of internal accounting controls does not have any material liabilities except for (a) liabilities reflected on or accrued and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness reserved against in the system of internal accounting controls utilized by Balance Sheet, including the CompanyAccrued PTO, (iib) any fraud, whether liabilities for obligations on or not material, that involves after the management of Closing under the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the CompanyLeases, or (iiic) liabilities incurred in the Ordinary Course of Business after the Balance Sheet Date (none of which is material or results from, arises out of, or relates to any claim material breach or allegation regarding any violation of, or default under, a contractual obligation or requirement of the foregoingLaw). (c) Section 3.6(cThe Company is not a party to, nor has it any commitment to become a party to: (i) any joint venture, off-balance sheet partnership, or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any other Person, including any structured finance, special purpose, or limited purpose Person, on the other hand); or (ii) any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the Disclosure Schedule contains a true, correct U.S. Securities and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofExchange Commission).

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has delivered to Parent true, correct and complete copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoi) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement as of operationsApril 30, 2004 of the Company (the "Latest Balance Sheet") and statement the unaudited statements of income, stockholders' equity and cash flows of each Target the Company for the seven-month period ended April 30, 2004 (such statements of income, stockholders' equity and cash flows and the Latest Balance Sheet being herein referred to as the "Latest Financial Statements") and (ii) the audited balance sheet, as of September 30, 2001, 2002 and 2003 of the Company and the audited statements of income, stockholders' equity and cash flows of the Company for each of the five years ended September 30, 2001, 2002 and 2003 (5)-month period ended on May 31, 2022 (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company "Annual Financial Statements,” and, together with the Annual Company "). The Latest Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Annual Financial Statements are are, and the Estimated Closing Balance Sheet will be, based on upon the information contained in the books and records of the Target Companies, which books Company and records are complete fairly and correct in all material respects and have been regularly kept and maintained in accordance with accurately present the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position condition of the Target Companies Company as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statementsreferred to therein. The Annual Financial Statements have been prepared in accordance with GAAP, consistently applied. Except as described in Section 2.6 of the Disclosure Schedule, the Latest Financial Statements have been, and the Estimated Closing Balance Sheet will be, prepared in accordance with GAAP applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), consistently applied through with the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Annual Financial Statements, except and reflect all adjustments necessary to a fair and accurate statement of the financial condition and results of operations for year-end adjustmentsthe interim periods presented. The Company's internal controls and procedures are sufficient to ensure that the Latest Financial Statements, tax accrualsthe Annual Financial Statements are, and the omission of footnote disclosures required by GAAPEstimated Closing Balance Sheet will be, accurate in all material respects. (b) The Company maintains a system of internal accounting controls All accounts, books and procedures appropriate for its size and ledgers related to the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management business of the Company are complete in all material respects, and there are no material inaccuracies or discrepancies of any personnel who have a role in the preparation kind contained or reflected therein. All of the Company Financial Statements Company's records, systems, controls, data, or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not and including all means of access thereto and therefrom) are under the internal accounting controls utilized by exclusive ownership (excluding licensed software programs) and direct control of the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(cExcept as and to the extent reflected in the Latest Balance Sheet or the Disclosure Schedule, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted) arising out of transactions or events heretofore entered into, or any action or inaction, or any state of facts existing, with respect to or based upon transactions or events heretofore occurring, except for liabilities which have arisen after the date of the Disclosure Schedule contains Latest Balance Sheet in the ordinary course of business, consistent with past custom and practice to the extent set forth on the Closing Balance Sheet (none of which is a trueliability for breach of contract, correct and complete list breach of the Contracts for all Indebtedness for borrowed money warranty, violation of the Target Companies as of the date hereofApplicable Law, tort, infringement, claim or lawsuit).

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has delivered to the Parent the following financial information, copies of which are attached hereto as SCHEDULE 3.7: (i) Combined financial statements of the audited consolidated balance sheetsCompany and Telesupport for the fiscal year ended December 31, consolidated 1998, compiled by Washburn, Ellingwood, Xxxxxxx & Xxxxxx utilizing the accrual method of accounting and certified by the Vice President of the Company as to the truth and accuracy of such financial statements with respect to the representations made in this Section 3.7 (the "Year-End Company Financial Statements"); (ii) Draft management prepared combined financial statements of the Company and Telesupport as of September 30, 1999 (herein the "Company Balance Sheet Date") and statements of income, consolidated statements of members’ equity, Stockholders' equity and consolidated statements of cash flows for the nine (9) months then ended, certified by the Vice President of the Company as to the truth and notes to consolidated accuracy of such financial statements (together with any supplementary information thereto) of respect to the Target Companies as of and for the years ended December 31, 2020 and 2021 representations made in this Section 3.7; (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “"Interim Company Financial Statements,” and", together with the Annual Year-End Company Financial Statements, the “"Company Financial Statements”) "); The Year-End Company Financial Statements have been provided to Purchaser. The prepared in accordance with GAAP based on the accrual method of accounting (except that the Year-End Company Financial Statements are subject to normal year-end audit adjustments and do not include footnotes). The Interim Company Financial Statements have been prepared in accordance with GAAP based on the books and records accrual method of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained accounting applied consistently in accordance with the Company’s Year End Company Financial Statements (except that the Interim Company Financial Statements are subject to normal year-end audit adjustments and customary practicesdo not include footnotes). The Company Financial Statements present fairly, fairly in all material respects, respects the consolidated financial position condition of the Target Companies as of Company at the dates thereof of said statements and the consolidated results of their operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The As of the Company maintains Balance Sheet Date, the Company had no material liabilities of any nature, whether accrued, absolute, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise with respect to obligations of others or contingent liabilities arising prior to the Company Balance Sheet Date) of a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient type required to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements be reflected or reserved against on a balance sheet prepared in accordance with GAAP. The Company has not identified GAAP except liabilities which are stated or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of adequately reserved for on the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies reflected in Schedules furnished to Parent hereunder as of the date hereof. (c) As of the date hereof, the Company has no material liabilities of any nature, whether accrued, absolute, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP except (i) liabilities stated or adequately reserved for on the appropriate Company Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to Parent hereunder on the date hereof or (iii) incurred in the ordinary course of business of the Company consistent with prior practices. The Vice President of the Company shall further certify that as of the date hereof, the combined revenues of the Company and Telesupport for the month of October, 1999 shall be not less than $850,000 and the combined EBITDA of the Company and Telesupport for such month shall not be less than $125,000.

Financial Statements; Undisclosed Liabilities. (a) Copies Attached hereto as Schedule 3.4(a) are (i) the statement of net assets acquired of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies Business as of and for the years ended December 31, 2020 and 2021 200 (8) (the “Annual Company Base Balance Sheet”), and the statement of revenues and direct expenses of the Business for the year then ended audited by an internationally recognized certified public accounting firm reasonably acceptable to Buyer[, the audit report of which will satisfy Buyer’s obligation to file audited financial statements for the Business on a Current Report on Form 8-K or any successor form](9) (the “Financial Statements”), and (ii) an unaudited schedule setting forth revenue and gross profits of the Business for the months of [all periods through second most recent month end] (the “Financial Schedules”). The Financial Statements have been provided to Purchaseraudited by the Seller Entities’ independent certified public accountants and have been reviewed by the Seller Entities’ chief financial officer. Copies of the unaudited The Financial Statements have been derived from a balance sheet, sheet and income statement of operations, and prepared in accordance with GAAP. The Financial Schedules have been derived from an income statement of cash flows of each Target Company prepared in accordance with GAAP. (b) Except as of and for the five (5)-month period ended on May 31, 2022 (such dateset forth in Schedule 3.4(b), the “Reference Balance Sheet Date”) Financial Statements and Financial Schedules (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”i) have been provided to Purchaser. The Company derived from financial statements prepared in accordance with GAAP using the accrual method of accounting applied consistently during the periods covered thereby (except that the Financial Statements and Financial Schedules do not include footnote disclosure and are based on subject to normal year-end audit adjustments that are not in the books and records of the Target Companiesaggregate material), which books and records (ii) are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, fairly in all material respects, respects the consolidated financial position condition of the Target Companies as Business, at the date of the dates thereof said statements and the consolidated results of its operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods period covered thereby, except as disclosed therein(iii) contain and reflect adequate provisions for all reasonably anticipated liabilities with respect to the period then ended, and, and (iv) with respect to Material Contracts and commitments for the sale of products or other goods or services by the Seller Entities in the case Business, contain and reflect adequate reserves for all material losses and costs and expenses in excess of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAPexpected receipts. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls policies, including without limitation, those policies related to revenue recognition, utilized by the Company, (ii) any fraud, whether or not material, that involves Seller Entities in preparing the management of the Company or any personnel who have a role in the preparation of the Company Seller Entities’ Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingare in conformity with GAAP. (c) Section 3.6(c) As of the Disclosure Schedule contains a true, correct date hereof and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the Closing Date, the Seller Entities do not and will not have any liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of the Seller Entities in the Business or the conduct of the Business prior to the date hereof.), whether or not of a type required to be shown on a balance sheet prepared in accordance with GAAP, except liabilities (i) stated or adequately reserved against on the Base Balance Sheet (only to the extent

Financial Statements; Undisclosed Liabilities. (a) Copies of the Company's audited consolidated financial statements consisting of the balance sheets, consolidated sheet of the Company as at June 30 in each of the years 2013 and 2014 and the related statements of incomeincome and retained earnings, consolidated statements of members’ equity, equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and flow for each the years then ended December 31, 2020 and 2021 (the “Annual Company Audited Financial Statements”), have been provided to Purchaser. Copies and unaudited financial statements consisting of the unaudited balance sheet, statement sheet of operations, and statement of cash flows of each Target the Company as at June 30, 2015 and the related statements of income and retained earnings, equity and cash flow for the five period from July 1, 2014 to June 30, 2015 (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, and together with the Annual Company Audited Financial Statements, the “Company Financial Statements”) are included in Section 3.06 of the Disclosure Schedules. The Financial Statements have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, prepared in accordance with GAAP consistently applied through on a consistent basis throughout the periods covered therebyperiod involved, except as disclosed therein, andsubject, in the case of the Interim Company Financial Statements, except for to normal and recurring year-end adjustments, tax accruals, adjustments and the omission absence of footnote disclosures required by GAAP. (b) notes. The Financial Statements fairly present in all material respects the financial condition of the Company maintains a system as of internal accounting controls and procedures appropriate for its size the respective dates thereof and the industry in which it operates that are sufficient to provide reasonable assurance regarding results of the reliability operations of financial reporting and the preparation of their financial statements Company for the periods indicated, all in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management balance sheet of the Company or any personnel who have a role in as of June 30, 2014 is referred to herein as the preparation “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company Financial Statements or as of June 30, 2015 is referred to herein as the internal accounting controls utilized by “Interim Balance Sheet” and the Company, or (iii) any claim or allegation regarding any of date thereof as the foregoing“Interim Balance Sheet Date”. (cb) Except as set forth on Section 3.6(c3.06(b) of the Disclosure Schedule contains a trueSchedules, correct and complete list there are no liabilities of the Contracts for all Indebtedness for borrowed money Company of any kind whatsoever, whether accrued or contingent, and, to Seller’s Knowledge, there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than (i) liabilities reflected in the Target Companies as Financial Statements or not required by GAAP to be reflected on a balance sheet and (ii) liabilities which, individually or in the aggregate, are not material to the Company and have arisen in the ordinary course of business consistent with past practices since the date hereof.Interim Balance Sheet Date. ACTIVE 209289734v.13

Financial Statements; Undisclosed Liabilities. (a) Copies Mid Penn has previously made available, or will make available, to Brunswick the Mid Penn Regulatory Reports. The Mid Penn Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equityperiods covered by such statements, and consolidated statements fairly present or will fairly present in all material respects the financial position, results of cash flows operations and notes to consolidated financial statements (together with any supplementary information thereto) changes in shareholders’ equity of the Target Companies Mid Penn as of and for the years periods ended December 31on the dates thereof, 2020 in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and 2021 pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) Mid Penn has previously made available or will make available to Brunswick the “Annual Company Mid Penn Financial Statements”), . The Mid Penn Financial Statements have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operationsor will be prepared in accordance with GAAP, and statement of cash flows of (including the related notes where applicable) fairly present, or will fairly present, in each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct case in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of Mid Penn and the Target Companies Mid Penn Subsidiaries on a consolidated basis as of and for the respective periods covered by such statementsending on the dates thereof (subject in the case of the unaudited interim statements to normal year-end adjustments), in accordance with GAAP consistently applied through during the periods covered therebyinvolved, except as indicated in the notes thereto and except in the case of any unaudited statements to normal recurring audit adjustments. (c) At the date of each balance sheet included in the Mid Penn Financial Statements, neither Mid Penn nor Mid Penn Bank has had or will have any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Mid Penn Financial Statements or Mid Penn Regulatory Reports or in the footnotes thereto that are not fully reflected or reserved against therein or fully disclosed thereinin a footnote thereto and except in the case of any unaudited statements to normal, recurring audit adjustments and, in the case of Mid Penn Regulatory Reports, the Interim Company Financial Statementsabsence of footnotes. (d) The records, systems, controls, data and information of Mid Penn and the Mid Penn Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Mid Penn or any Mid Penn Subsidiary (including all means of access thereto and therefrom), except for yearany non-end adjustments, tax accruals, exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the omission system of footnote disclosures required by GAAP. internal accounting controls described below in this Section 5.5(d). Mid Penn (bi) The Company has implemented and maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates control over financial reporting that are sufficient is designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of their its financial statements for external purposes in accordance with GAAP. The Company , (ii) has not identified or been implemented and maintains disclosure controls and procedures to ensure that material information relating to Mid Penn, including its consolidated Mid Penn Subsidiaries, is made aware known to the chief executive officer and the chief financial officer of Mid Penn by others within those entities, and (iiii) has disclosed, based on its most recent evaluation prior to the date hereof, to Mid Penn’s outside auditors and the audit committee of Mid Penn’s Board of Directors (A) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by the Companycontrol over financial reporting that are reasonably likely to adversely affect Mid Penn’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves the management of the Company or any personnel other employees who have a significant role in the preparation of the Company Financial Statements or the Mid Penn’s internal accounting controls utilized over financial reporting. These disclosures (if any) were made in writing by the Companymanagement to Mid Penn’s auditors and audit committee and a copy has previously been made available to Brunswick. (e) Since December 31, or 2019, (iiii) any claim or allegation regarding neither Mid Penn nor any of the foregoingMid Penn Subsidiaries nor, to the Knowledge of Mid Penn, any director, officer, employee, auditor, accountant or representative of Mid Penn or any Mid Penn Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Mid Penn or any Mid Penn Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Mid Penn or any Mid Penn Subsidiary has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Mid Penn or any Mid Penn Subsidiary, whether or not employed by Mid Penn or any Mid Penn Subsidiary, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Mid Penn or any of its officers, directors, employees or agents to the Board of Directors of Mid Penn or any committee thereof or to any director or officer of Mid Penn. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has made available to Parent copies of (i) the unaudited financial statements of the audited consolidated Company (including the balance sheets, consolidated sheet and the related statements of incomeoperations, consolidated statements of membersstockholders’ equity, deficit and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoflows) of the Target Companies as of and for the years ended December 31, 2020 2015 and 2021 December 31, 2016 and (ii) the “Annual Company Financial Statements”), have been provided to Purchaser. Copies unaudited financial statements of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five 9 months ended September 30, 2017 (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statementscollectively, the “Company Financial Statements”) have been provided to Purchaser). The Company Financial Statements are based on (A) (including in each case, the books and records of the Target Companiesnotes thereto, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements if any) present fairly, in all material respects, the consolidated combined financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Company as of the dates thereof and for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed thereinand (B) have been prepared in accordance with GAAP, andconsistently applied, in the case of the Interim Company Financial Statements, except for subject to normal year-end adjustments, tax accruals, adjustments (none of which individually or in the aggregate will be material in amount) and the omission absence of footnote disclosures required footnotes. The Company Financial Statements have been prepared from books and records maintained by GAAPthe Company. (b) The books of account and other financial records of the Company maintains a system have been kept accurately in the ordinary course of internal accounting controls and procedures appropriate for its size business consistent with applicable Laws, the transactions entered therein represent bona fide transactions, and the industry revenues, expenses, assets and liabilities of the Company have been properly recorded therein in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAPall material respects. The Company has not identified or been made aware in place systems and processes reasonably appropriate to a company at the same stage of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of development as the Company or any personnel who have a role in designed to (a) provide reasonable assurances regarding the preparation reliability of the Company Financial Statements or the internal accounting controls utilized by and (b) in a timely manner accumulate and communicate to the Company’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in the Company Financial Statements. Since December 31, 2016, there has been no change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (iii) any claim whether or allegation regarding any bad Debts, contingent liabilities or otherwise), of the foregoingCompany. (c) Section 3.6(c) The Company does not have any Liabilities that would be required to be set forth in the liabilities column of a balance sheet prepared in accordance with GAAP, and to the Knowledge of the Disclosure Schedule contains a trueCompany the Company does not have any other Liabilities, correct and complete list except in each case for (i) Liabilities that are adequately reflected or provided for on or disclosed on the face of the Contracts for all Indebtedness for borrowed money of the Target Companies balance sheet dated as of the date hereofBalance Sheet Date, (ii) current Liabilities incurred in the ordinary course of business since the Balance Sheet Date, (iii) obligations to be performed under the executory portion of any Contracts (other than obligations due to breaches or non-performance under such Contracts), or (iv) Liabilities incurred under this Agreement or in connection with the transactions contemplated hereby.

Financial Statements; Undisclosed Liabilities. (a) Copies The Contributing Parties have made available to the Partnership Parties true, complete and correct copies of the audited consolidated annual balance sheets, consolidated statements sheet of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies GMP LLC as of and for the years ended December 31, 2020 2013, and 2021 the related statements of income and cash flows for the year then ended, and the unaudited and unadjusted balance sheet of GMP LLC for the nine-month period ended September 30, 2014 and the related statements of income and cash flows for the period then ended (collectively, the “Annual Company GMP LLC Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the GMP LLC Financial Statements (including any notes thereto) have been provided prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of GMP LLC as of such dates and the results of operations of GMP LLC for such periods (other than for changes in accounting principles disclosed therein and, with respect to Purchaser. Copies the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes). (b) The Contributing Parties have made available to the Partnership Parties true, complete and correct copies of the unaudited annual balance sheetsheet of Wattenberg Holding as of December 31, 2013, and the related statement of operationsincome for the year then ended, and of the unaudited and unadjusted balance sheet of Wattenberg Holding for the nine-month period ended September 30, 2014 and the related statement of cash flows of each Target Company as of and income for the five period then ended (5)-month period ended on May 31, 2022 (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Wattenberg Holding Financial Statements,” and, together with the Annual Company GMP LLC Financial Statements, the “Company Financial Statements”) ). Except as set forth in Disclosure Schedule 3.5(b), the Wattenberg Holding Financial Statements have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, prepared in accordance with GAAP consistently applied through on a consistent basis throughout the periods period covered thereby, except thereby and present fairly the financial condition of Wattenberg Holding as of such date and the results of operations of Wattenberg Holding for such period (other than for changes in accounting principles disclosed therein, and, in the case of the Interim Company Financial Statements, except therein and for normal and recurring year-end adjustments, tax accruals, adjustments and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability absence of financial reporting footnotes). There are no liabilities or obligations of GMH, GMP LLC or Wattenberg Holding (whether accrued, absolute, contingent or otherwise) and the preparation of their financial statements there are no facts or circumstances that would result in accordance with GAAP. The Company has not identified any such liabilities or been made aware of obligations, other than (i) any significant deficiency liabilities or material weakness obligations reflected or reserved against in the system of internal accounting controls utilized by Financial Statements or described in the Companyfootnotes thereto, (ii) any fraud, whether liabilities or not material, that involves the management of the Company or any personnel who have a role obligations incurred in the preparation ordinary course of the Company Financial Statements or the internal accounting controls utilized by the Companybusiness consistent with past practices since September 30, or 2014, (iii) any claim liabilities or allegation regarding any obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not have a Material Adverse Effect. Notwithstanding the foregoing, the Contributing Parties make no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.10. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoSection 3.6(a) of the Target Companies Disclosure Schedules set forth the (i) audited balance sheet of the Business as of December 31, 2017 and December 31, 2018, and the related audited combined statement of operations and cash flows of the Business for the years then ended December 31(together, 2020 and 2021 (the “Annual Company Audited Financial Statements”), have been provided to Purchaser. Copies ) and (ii) management prepared unaudited balance sheet of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company Business as of and for the five June 30, 2019 (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet DateSheet”) and the related management prepared unaudited combined statement of operations of the Business for the six-month period then ended, in each case as generated by the Hyperion Financial Management system (such financial statementstogether, the “Interim Company Unaudited Financial Statements,” and, together with the Annual Company Audited Financial Statements, the “Company Financial Statements”) ). The Audited Financial Statements have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained prepared in accordance with GAAP, consistently applying the Company’s normal principles and customary practices. The Company procedures used in the preparation of the Financial Statements present fairlyas described in in Section 3.6(a) of the Disclosure Schedules throughout the periods covered thereby and fairly present, in all material respects, the consolidated financial position condition of the Target Companies Business as of the dates thereof indicated therein and the consolidated results of operations and cash flows of the Target Companies Business for the periods covered by such statements, thereby. The Unaudited Financial Statements have been prepared from the books and records of the Seller Group in accordance with GAAP consistently applied through the periods covered therebyaccounting principles, except as disclosed thereinpolicies, andprocedures, judgements, categorizations, practices and estimation techniques used in the case preparation of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPconsistently applied. (b) The Company maintains There are no Liabilities of the Business that would be required under GAAP to be disclosed on a system balance sheet of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding Business as of the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of date hereof, except (i) any significant deficiency or material weakness in Liabilities disclosed on the system of internal accounting controls utilized by the CompanyReference Balance Sheet, (ii) any fraud, whether or not material, that involves Liabilities incurred in the management ordinary course of business since the date of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the CompanyReference Balance Sheet, or (iii) any claim or allegation regarding any Liabilities expressly set forth on Section 3.6(b) of the foregoingDisclosure Schedules, (iv) the Excluded Liabilities, (v) executory Liabilities under the Transferred Business Contracts (other than any Liabilities resulting from any breach of any such Contract by any member of the Seller Group), and (vi) other Liabilities that would not, individually or in the aggregate, be material to the Business. (c) Solely to the extent relating to the Business, (i) the Seller has established and maintains disclosure controls and procedures over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 promulgated under the Exchange Act) as required by Rule 13a-15 promulgated under the Exchange Act and (ii) the Seller’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the Seller’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods. (d) Except as set forth on Section 3.6(c3.6(d) of the Disclosure Schedule contains a trueSchedules or in the Financial Statements, correct and complete list there are no Liabilities of the Contracts for all Indebtedness for borrowed money of Transferred Entities other than (i) Liabilities relating to the Target Companies as of the date hereofBusiness and (ii) Excluded Liabilities.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has made available to Parent true, correct and complete copies of (i) the unaudited balance sheet, as of March 31, 2011 of the audited consolidated balance sheets, consolidated Company (the “Latest Balance Sheet”) and the unaudited statements of income, consolidated stockholders’ equity and cash flows of the Company for the three-month period ended March 31, 2011 (such statements of membersincome, stockholders’ equity, equity and consolidated statements of cash flows and notes the Latest Balance Sheet being herein referred to consolidated financial statements as the “Latest Financial Statements”) and (together with any supplementary information theretoii) the audited balance sheets, as of December 31, 2009, and 2010 of the Target Companies as Company and the related audited statements of income, stockholders’ equity and cash flows of the Company for each of the years ended December 31, 2020 2009 and 2021 2010 (collectively, the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, The Latest Financial Statements and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on upon the information contained in the books and records of the Target CompaniesCompany and fairly and accurately present the financial condition of the Company as of the dates thereof and results of operations for the periods referred to therein. The Annual Financial Statements have been prepared in accordance with GAAP, which applied on a consistent basis and consistent with the past accounting practices of the Company. The Latest Financial Statements have been prepared in accordance with GAAP on a basis consistent with the Annual Financial Statements, except as otherwise stated therein, for the omission of footnotes and certain prior period comparative data, and subject to normal recurring year-end adjustments. The Company maintains a system of internal accounting controls sufficient, in the judgment of the Company Board of Directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The books and records of account of the Company are complete and correct in all material respects and have been regularly kept and maintained in accordance with sound business practices. Each transaction is properly and accurately recorded on the books and records of the Company, and each document upon which entries in the Company’s normal books and customary practices. The Company Financial Statements present fairly, records are based is complete and accurate in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified minute books and stock or been made aware equity records of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraudall of which have been made available to Parent, whether or not materialare complete and correct in all material respects. At the Closing, that involves all such books and records will be in the management possession of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Except as and to the extent reflected in the Latest Balance Sheet, the Company has no Liabilities except (i) Liabilities incurred in the ordinary course of business and not required to be set forth in the Latest Balance Sheet, (ii) Liabilities that have arisen after the date of the Latest Balance Sheet in the ordinary course of business, consistent with past custom and practice, (iii) Liabilities disclosed on Section 3.6(c) 3.8 of the Disclosure Schedule contains a trueSchedule, correct and complete list or (iv) Liabilities under Contracts set forth on Section 3.22 of the Contracts for all Indebtedness for borrowed money Disclosure Schedule. (d) There is no outstanding indebtedness payable by any director or officer of the Target Companies as of Company to the date hereofCompany.

Financial Statements; Undisclosed Liabilities. (ai) Copies Purchaser has been provided with complete and correct copies of the Company’s consolidated audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated statutory financial statements (together with any supplementary information thereto) of the Target Companies as of and for the fiscal years ended December 31, 2020 2007, 2008, 2009 and 2021 2010, copies of which are attached in Annex D (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five The Annual Financial Statements (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”A) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companiesprepared, which books and records are complete and correct in all material respects and have been regularly kept and maintained respects, in accordance with Swiss GAAP applied on a consistent basis during the Company’s normal periods involved; and customary practices. The Company Financial Statements (B) present fairly, in all material respects, the consolidated financial position of the Target Companies Company as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Company for the periods covered by such statementsthen ended. (ii) Purchaser has been provided with complete and correct copies of the Company’s consolidated unaudited balance sheet as of October 31, 2011 and the related unaudited statement of income and cash flows for the period then ended (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Interim Financial Statements (A) have been prepared, in all material respects, in accordance with U.S. GAAP consistently applied through on a consistent basis during the periods covered thereby, involved (except as disclosed therein, and, in the case of that the Interim Company Financial Statements, except for Statements are subject to normal year-end adjustmentsadjustments and do not contain all footnote disclosure required by U.S. GAAP); and (B) present fairly, tax accrualsin all material respects, the consolidated financial position of the Company as at the dates thereof and the omission consolidated results of footnote disclosures required by GAAPoperations and cash flows of the Company for the periods then ended. (biii) The Company maintains a system and its Subsidiaries do not have any liabilities except for (A) liabilities reflected or reserved against on the balance sheet included in the Interim Financial Statements and not heretofore paid or discharged; (B) liabilities that have arisen in the ordinary course of internal accounting controls business ; and procedures appropriate for its size and the industry in which it operates (C) liabilities that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The executory obligations under Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingContracts. (civ) Section 3.6(c) of The Closing Balance Sheet will be prepared consistently with the Disclosure Schedule contains a trueCompany’s historical practice, will be true and correct and complete list of the Contracts for in all Indebtedness for borrowed money of the Target Companies material respects as of the date hereofClosing Date and will be substantially consistent with the forecasts previously provided to Purchaser.

Financial Statements; Undisclosed Liabilities. (a) Copies Attached hereto as Exhibit 4 and incorporated by reference herein are copies of the audited consolidated GVI's unaudited balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies sheets as of December 31, 1995 through 1996, GVI's unaudited Statement of Operations and Retained Earnings for the years ended as of December 31, 2020 and 2021 1995 through 1996 (hereinafter collectively referred to as the “Annual Company "Financial Statements”"), have been provided to Purchaser. Copies Attached hereto as Exhibit 5 and incorporated by reference herein are copies of the GVI's preliminary unaudited balance sheetsheets as of December 31, statement 1997, GVI's preliminary unaudited Statement of operationsOperations and Retained Earnings for the period ended as of December 31, 1997, and statement of cash flows of each Target Company GVI's (hereinafter collectively referred to as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial "Year End Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser"). The Company Financial Statements and Year End Statements are or were prepared in the ordinary course of business of GVI based on financial information provided by Purchaser, as GHV manager. To the Representing Shareholders' knowledge the Financial Statements and the Year End Statements are in accordance with the books and records of the Target CompaniesGVI, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies and accurately present GVI's financial position as of the date hereofdates set forth therein and the results of GVI's operations and changes in GVI's financial position for the periods then ended, all in conformity with generally accepted accounting principles applied on a consistent basis during each period and on a basis consistent with that of prior periods. Except (i) as disclosed in the Financial Statements and the Year End Statements, and (ii) as disclosed in this Agreement, to the Representing Shareholders' knowledge GVI has no liabilities or obligations of any nature or kind, known or unknown, whether accrued, absolute, contingent, or otherwise, or appropriate cash reserves have been established therefor. To the Representing Shareholders' knowledge there is no basis for assertion against GVI of any claim, liability or obligation not fully disclosed in the Financial Statements and the Year End Statements. To the Representing Shareholders' knowledge all accounts payable set forth in GVI's Financial Statements and Year End Statements have been paid or appropriate cash reserves have been established.

Financial Statements; Undisclosed Liabilities. (ai) Copies Attached hereto as Schedule 4(f)(i) are the following financial statements of the audited consolidated Company or the Predecessor, as the case may be: (A) for the Predecessor, the U.S. Income Tax Return for an S Corporation for the fiscal years ended December 31, 2017 and December 31, 2018, which include the unaudited Schedule K Shareholders’ Pro Rata Share Items, including a statement of ordinary business income, and Schedule L balance sheetssheet per books, consolidated and (B) for the Company, the unaudited balance sheet and statements of income, consolidated statements of changes in members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years fiscal year ended December 31, 2020 and 2021 2019 (collectively, the “Annual Company Year-End Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five ) (5)-month period ended on May December 31, 2022 (such date2019, the “Reference Most Recent Balance Sheet Date”) (, such financial statementsbalance sheet, the “Interim Company Most Recent Balance Sheet”, and such balance sheet and the statements of income, changes in members’ equity, and cash flows for the fiscal year ended December 31, 2019, collectively, the “Most Recent Financial Statements,” and, together with the Annual Company Year-End Financial Statements, collectively, the “Company Financial Statements”). The Financial Statements (including the notes thereto, as applicable) are complete and correct in all material respects, have been provided to Purchaser. The Company Financial Statements prepared in accordance, and are based on consistent, with the books and records of the Target Companies, Company (which books and records are complete and correct in all material respects respects), and have been regularly kept fairly and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements accurately present fairly, in all material respectsrespects the financial condition, the consolidated results of operations, cash flows, and changes in financial position of the Target Companies Company as of the such dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andperiods, in the case of the Interim Company Most Recent Financial Statements in accordance with generally accepted accounting principles as in effect in the United States (as in effect as of the date the Most Recent Financial Statements were prepared, applied on a consistent (in all material respects) basis throughout the Financial Statements, except that the Predecessor Financial Statements were prepared on a cash basis for a subchapter S corporation, provided that the Most Recent Financial Statements are subject to normal year-end adjustments, tax accruals, adjustments and lack footnotes (none of which adjustments or footnotes are or would be material in the omission of footnote disclosures required by GAAPaggregate) and other presentation items. (bii) The Company maintains does not have any Liabilities or commitments of a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates nature that are sufficient would be required to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements be disclosed on a balance sheet in accordance with GAAPGAAP (as in effect as of the Most Recent Balance Sheet Date), except (A) those that are adequately reflected or reserved against on the Most Recent Balance Sheet, (B) those that have been incurred in the Ordinary Course of Business since the Most Recent Balance Sheet Date in an aggregate amount not in excess of $50,000, and/or (C) Company Transaction Expenses. The Company has does not identified or been made aware of (i) have any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingoff-balance sheet Liabilities. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (ai) Copies True, complete and correct copies of the audited consolidated balance sheets, consolidated sheets and the related statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) shareholders’ equity of the Target Companies as of Company and its Subsidiaries for the years fiscal year ended December 31, 2020 2015, and 2021 (for the fiscal year ended December 31, 2014, as audited by RSM US LLP, are contained in Schedule 2.02(e). Such financial statements described in the preceding sentence are referred to herein as the “Annual Company Financial Statements”), have been provided to Purchaser. .” Copies of the unaudited consolidated balance sheet, sheet and the related statement of operationsincome, cash flow and statement shareholders’ equity of cash flows of each Target the Company as of and its Subsidiaries for the five twelve (5)-month 12) month period ended on May December 31, 2022 (such date, 2016 are also contained in Schedule 2.02(e). Such financial statements described in the “Reference Balance Sheet Date”) (such financial statements, preceding sentence are referred to herein as the “Interim Company Financial Statements,.” andDecember 31, together with the Annual Company Financial Statements, 2016 is referred to herein as the “Company Interim Financial Statements”) have been provided to Purchaser. Statement Date.” The Company Financial Statements and the Interim Financial Statements are based on the books and records of the Target Companies, which books Company and records are complete its Subsidiaries. The Financial Statements and correct in all material respects and the Interim Financial Statements (i) have been regularly kept and maintained prepared in accordance with GAAP applied on a consistent basis throughout the Company’s normal period involved, and customary practices. The Company Financial Statements (ii) present fairly, in all material respects, fairly the consolidated financial position of the Target Companies Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Company and its Subsidiaries for the periods covered by such said statements, in accordance conformity with GAAP consistently applied through the periods covered therebyGAAP, in each case, except as (X) disclosed therein, andtherein and (Y) as set forth in Schedule 2.02(e) and subject, in the case of the Interim Company Financial Statements, except for to normal and recurring year-end adjustments, tax accruals, adjustments (the effect of which will not be materially adverse) and the omission absence of footnote disclosures required by GAAP. (b) notes that, if presented, would not differ materially from those presented in the Financial Statements. The Company maintains and the Subsidiaries maintain a standard system of internal accounting controls established and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements administered in accordance with GAAP. The Company has not identified or been made aware and the Subsidiaries have established and maintain a system of internal controls over financial reporting sufficient for a privately owned company to provide reasonable assurance (i) any significant deficiency or material weakness in regarding the system reliability of internal accounting controls utilized by the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) any fraud, whether or not material, that involves the management receipts and expenditures of the Company and the Subsidiaries are being made only in accordance with the authorization of the Company’s and each Subsidiary’s management and directors, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s or any personnel who Subsidiary’s assets that could have a role in material effect on the preparation of Company’s consolidated financial statements, including the Company Interim Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingFinancial Statements. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies Schedule 4.08(a) consists of: (i) the Company’s unaudited balance sheet as of August 31, 2021 (the audited consolidated balance sheets“Latest Balance Sheet”), consolidated statements and the related statement of incomeoperation, consolidated statements statement of changes in members’ equity, deficit and consolidated statements statement of cash flows for the eight-month period then ended, (the “Interim Financial Statements”), and notes to consolidated financial statements (ii) the Company’s audited balance sheet as of December 31, 2020, together with any supplementary information thereto) the statement of the Target Companies as operations, statement of changes in members’ deficit and statement of cash flows for the years fiscal year ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”)Company’s reviewed balance sheet as of December 31, have been provided to Purchaser. Copies of 2019, together with the unaudited balance sheet, statement of operations, statement of changes in members’ deficit and statement of cash flows of each Target Company as of and for the five (5)-month period fiscal year ended on May December 31, 2022 2019 (such datethe statements described in clauses (i) and (ii) of this Schedule 4.08(a), collectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser). The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position position, cash flows and results of operations of the Target Companies Company, as of the dates thereof times and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statementsreferred to therein, in accordance conformity with GAAP consistently applied through throughout the periods covered thereby, except as disclosed therein, andfor, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission effects of the absence of footnote disclosures required by GAAPdisclosures. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. Except as set forth on Schedule 4.08(b), The Company has not identified no material liabilities or been made aware of obligations other than (i) any significant deficiency liabilities or material weakness in obligations shown on the system of internal accounting controls utilized by the CompanyLatest Balance Sheet, and (ii) any fraud, whether or not material, that involves liabilities incurred in the management ordinary course of business since the date of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingLatest Balance Sheet. (c) Section 3.6(c) The Company maintains in all material respects an adequate system of internal controls and procedures of the Disclosure Schedule contains a trueaccounting practices, correct procedures and complete list policies employed by the Company. There have not been any significant deficiencies or material weaknesses in the financial reporting of the Contracts for all Indebtedness for borrowed money of Company that are or were reasonably likely to materially and adversely affect the Target Companies as of the date hereofability to record, process, summarize and report financial information, or any fraud (whether or not material) that involved management or other employees who have or had a significant role in financial reporting.

Financial Statements; Undisclosed Liabilities. (a) Copies Holdings has previously furnished to Acquisition a copy of (i) the audited consolidated financial statements of AXIA and its consolidated subsidiaries for the fiscal years ended December 31, 1994 through 1997, including a consolidated balance sheets, sheet as of December 31 of each such year and related consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows flow and statements of changes in stockholders' equity for the fiscal year then ended and the accompanying notes to (the "Audited AXIA Financial Statements"), (ii) the unaudited consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of Holdings and its subsidiary for the fiscal years ended December 31, 2020 1994 through 1997, including a consolidated balance sheet as of December 31 of each such year and 2021 related consolidated statements of income, statements of cash flow and statements of changes in stockholders' equity for the fiscal year then ended (the “Annual Company "Unaudited Holdings Financial Statements”"), have been provided to Purchaser. Copies of and (iii) the unaudited consolidated financial statements of AXIA and its consolidated subsidiaries for the three-month period ended March 31, 1998, including a consolidated balance sheetsheet as of March 31, statement 1998 (the "Interim Balance Sheet") and the related consolidated statements of operationsincome, and statement statements of cash flows flow and statements of each Target Company as of and changes in stockholders' equity for the five period then ended (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “"Interim Company Financial Statements,” and, " and together with the Annual Company Audited AXIA Financial Statements and the Unaudited Holdings Financial Statements, the “Company "Financial Statements”) "). The Financial Statements have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, prepared in accordance with GAAP consistently applied through throughout the periods covered thereby, except and present fairly the consolidated financial condition of Holdings and/or the Company, as disclosed thereinapplicable, at the respective dates and the results of their operations, cash flows and changes in stockholders' equity for the periods then ended, and are consistent with the books and records of Holdings and/or the Company, as applicable, subject, in the case of the Unaudited Holdings Financial Statements and the Interim Financial Statements, to the omission of footnotes and, in the case of the Interim Company Financial Statements, except for to normal year-end adjustments. The Interim Financial Statements are those included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, tax accruals, 1998 as filed with the Securities and Exchange Commission pursuant to the omission of footnote disclosures required by GAAPExchange Act. (b) Inventories of raw materials, work in progress and finished goods reflected on the books of the Company will, immediately prior to the Effective Time, be in good condition and of a quality useable and saleable in the ordinary course of business or the Company will have established appropriate reserves for obsolete and excess inventory in accordance with GAAP consistently applied. The inventory of the Company maintains a system is reflected in the Financial Statements and on the books of internal accounting controls the Company at the lower of actual cost or fair market value. All inventory disposed of by the Company since December 31, 1997 has been disposed of in the ordinary course of business under terms consistent with past practices. (c) The notes and procedures accounts receivable of the Company reflected in the Interim Financial Statements arose from bona fide transactions in the ordinary course of business and reflect appropriate reserves for its size bad debts and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting uncollectible accounts and the preparation of their financial statements notes receivable determined in accordance with GAAP. The Company has not identified received notice of any counterclaims or setoffs against such accounts receivable for which reserves have not been made aware of (i) any significant deficiency established in accordance with GAAP. Holdings makes no representation as to the collectibility, either individually or material weakness in the system aggregate, of internal accounting controls utilized by the accounts receivable of the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (d) The Company does not have any liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) of a nature and type required to be set forth on a balance sheet prepared in accordance with GAAP or in the footnotes thereto, except (a) as and to the extent disclosed in any schedule to this Agreement; (b) as and to the extent disclosed in the notes to the Audited AXIA Financial Statements as of December 31, 1997 or disclosed or reserved against in the Interim Financial Statements; or (c) Section 3.6(cfor liabilities and obligations incurred since December 31, 1997 in the ordinary course of business. (e) AXIA is in compliance with its reporting obligations under the Exchange Act and since August 25, 1994 has made all filings required of it under Sections 13 and 15(d) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofExchange Act.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes Attached to consolidated financial statements (together with any supplementary information theretoSection 2.6(a) of the Target Companies Company Disclosure Schedule are (i) the unaudited combined balance sheets of the Business as of December 31, 2016 and 2017 and related unaudited combined statements of operations for the years then ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies ) and (ii) the unaudited combined balance sheet of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company Business as of February 28, 2018 (the “Interim Balance Sheet,” and for the five (5)-month period ended on May 31, 2022 (such datedate thereof, the “Reference Interim Balance Sheet Date”) and related unaudited statements of operations for the two (such financial statements, 2) months then ended (the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”). The Financial Statements (i) have been provided to Purchaser. The Company Financial Statements are based on prepared in accordance with the books and records of the Target CompaniesBusiness, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly(ii) fairly present, in all material respects, the consolidated financial position of the Target Companies Business as of the dates thereof indicated and the consolidated results of the operations and cash flows of the Target Companies Business for the periods covered by such statementsthen ended; provided, that the Financial Statements do not reflect the operation of the Business on a stand-alone basis or include corporate overhead allocations for the Stockholder or the Asset Sellers or their Affiliates (other than direct expenses of the Company). The Financial Statements have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied through on a consistent basis throughout the periods covered therebyindicated, except as disclosed therein, that the Financial Statements do not include footnote disclosures and, in the case of with respect to the Interim Company Financial Statements, except for are subject to normal and recurring year-end adjustments, tax accruals, and the omission . Table of footnote disclosures required by GAAP.Contents (b) The Except as set forth in Section 2.6(b) of the Company maintains Disclosure Schedule, the Business does not have any Liabilities required by GAAP to be set forth on a balance sheet of the Business, except (i) Liabilities reflected, reserved for or disclosed in the Interim Balance Sheet; (ii) Liabilities incurred or accrued in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not individually or in the aggregate material in amount; and (iii) Transaction Expenses. (c) With respect to the Business, there is a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient designed to provide reasonable assurance regarding assurances that (i) all transactions are executed in accordance with the reliability of financial reporting Business’ management’s general or specific authorization and (ii) all transactions are recorded as necessary to permit the accurate preparation of their financial statements in accordance with GAAPGAAP applied on a consistent basis. The Company There has not identified or never been made aware of (i1) any significant deficiency or material weakness in the any system of internal accounting controls utilized by used in connection with the Business, (2) to the Company’s Knowledge, (ii) any fraud, whether fraud or not material, other material misconduct that involves any of the management of the Company or any personnel other Persons who have a role in the preparation of the Company Financial Statements financial statements or the internal accounting controls utilized by used in connection with the Business or (3) any written or, to the to the Company’s Knowledge, or (iii) any other claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoSection 3.6(a) of the Target Companies Disclosure Schedules sets forth (i) the audited balance sheets of the Business as of and for the years ended December 31, 2020 2016 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May December 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof 2015 and the consolidated results related audited combined statement of operations and cash flows of the Target Companies Business for the years then ended (together, the “Audited Financial Statements”) and (ii) the management-prepared unaudited balance sheet of the Business as of December 31, 2017 (the “Reference Balance Sheet”) and the management-prepared unaudited income statement of the Business for the year ended December 31, 2017 (together, the “Management Accounts”). The Audited Financial Statements have been prepared in all material respects in accordance with GAAP (as modified by the principles, procedures and practices used in the preparation of the Audited Financial Statements and described therein) consistently applied and fairly present in all material respects the financial condition and results of operations of the Business for the periods covered by such statementsthereby. Once delivered, the 2017 Audited Financial Statements will have been prepared in all material respects in accordance with GAAP (as modified by the principles, procedures and practices used in the preparation of the Audited Financial Statements and described therein) consistently applied through and will fairly present in all material respects the financial condition and results of operations of the Business for the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, . The Management Accounts were derived from Seller’s financial reporting system and the omission of footnote disclosures required by GAAPare based on accrual basis accounting. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size Assumed Liabilities do not include any material Liabilities, and the industry Transferred Entity does not have any material Liabilities, in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of each case other than (i) any significant deficiency or material weakness in Liabilities disclosed on the system of internal accounting controls utilized by the CompanyReference Balance Sheet, (ii) any fraud, whether or not material, that involves Liabilities incurred in the management ordinary course of business since the date of the Company or any personnel who have Reference Balance Sheet (none of which is a role material Liability resulting from, arising out of, relating to, in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Companynature of, or caused by any tort, infringement, violation of Law or environmental matter), (iii) executory Liabilities under the Transferred Business Contracts and the Shared Contracts (other than any claim or allegation regarding Liabilities resulting from any breach of any such Contract by any member of the foregoing. Seller Group) and (civ) Liabilities expressly disclosed in Section 3.6(c3.6(b) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofSchedules.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated The unaudited combined balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) sheet of the Target Companies (the "Balance Sheet") as of and for the years ended at December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 2008 (such date, date being referred to herein as the “Reference "Balance Sheet Date”) (such financial statements"), the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows related unaudited combined income statement of the Target Companies for the periods covered by such statementsfiscal year then ended, were, and the Interim Financial Statements, when delivered to Purchaser pursuant to Section 5.20(b), will be, prepared in accordance with GAAP GAAP, consistently applied through throughout the periods covered thereby, except as disclosed thereininvolved, and, in the case of the Interim Company Financial Statements, in accordance with the methods, principles and classifications used in preparing the Balance Sheet and the related unaudited combined income statement, in each case, except for year-end adjustmentsas otherwise noted therein. Prior to the date hereof, tax accrualstrue and complete copies of the Balance Sheet and the related unaudited combined income statement of the Target Companies have been made available to Purchaser. The Audited Financial Statements, when delivered to Purchaser pursuant to Section 5.20(a), will be prepared in accordance with GAAP, consistently applied throughout the periods involved, and in accordance with the methods, principles and classifications used in preparing the Balance Sheet and the related unaudited combined income statement, except as otherwise noted therein, and the omission requirements of footnote disclosures required by GAAPRegulation S-X promulgated under the Exchange Act. Notwithstanding anything to the contrary herein, revenue shall be presented in the Audited Financial Statements and the Interim Financial Statements on a "gross" basis as opposed to a "net" basis. (b) The Company maintains a system As of internal accounting controls and procedures appropriate for its size the date of such financial statements, the Balance Sheet fairly presented, in all material respects, the combined financial position of the Target Companies as at the Balance Sheet Date, and the industry related unaudited combined income statement fairly presented, in which it operates that are sufficient to provide reasonable assurance regarding all material respects, the reliability combined results of financial reporting operations of the Target Companies for the fiscal year then ended. Each of the Balance Sheet and the preparation of their financial statements income statement was, the Audited Financial Statements, when delivered to Purchaser pursuant to Section 5.20(a) will be, and the Interim Financial Statements, when delivered to Purchaser pursuant to Section 5.20(b) will be, prepared in all material respects in accordance with GAAP. The Company has the books and records of each Target Company, except for certain adjustments (that will not identified be, individually or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by aggregate, material in amount) to present the Company, (ii) any fraud, whether or not material, that involves Audited Financial Statements and the management Interim Financial Statements as if the combined operations of the Company or any personnel who have Target Companies were reflected on a role stand-alone basis in the preparation accordance with Regulation S-X. Each of the Company Audited Financial Statements or Statements, when delivered to Purchaser pursuant to Section 5.20(a), and the internal accounting controls utilized by Interim Financial Statements, when delivered to Purchaser pursuant to Section 5.20(b), will fairly present, in all material respects, the Company, or (iii) any claim or allegation regarding any combined financial position and the combined results of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money operations of the Target Companies as of the dates and for the periods presented therein. Each Target Company maintains accurate books and records reflecting its assets and liabilities and maintains, and has maintained for all periods reflected in the Balance Sheet and the accompanying income statement, the Interim Financial Statements and the Audited Financial Statements, proper and adequate internal accounting controls that provide assurance that (i) transactions are recorded as necessary to permit accurate preparation of its financial statements and to maintain accurate accountability for its assets; (ii) the reporting of its assets is compared with existing assets at regular intervals; and (iii) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Neither Seller nor any Target Company nor, to the Knowledge of Seller, any auditor, accountant or representative of Seller or any Target Company has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Target Company or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Target Company has engaged in questionable accounting or auditing practices. (c) Seller is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act to the extent such compliance is applicable to the Target Companies. (d) To the Knowledge of Seller, as of the date hereofof this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Seller which relate to the Target Companies, except for such inquiries or investigations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) The Target Companies do not have any obligations or liabilities (whether accrued, absolute, contingent or otherwise), except (i) liabilities reflected on the Balance Sheet or disclosed in the notes thereto, (ii) liabilities incurred in the ordinary course of business since the Balance Sheet Date and which are not material to the Target Companies, (iii) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iv) liabilities incurred in connection with the transactions contemplated hereby or by the Other Transaction Documents or (v) performance obligations incurred after the Balance Sheet Date pursuant to the terms of Contracts (1) in effect as of the date hereof or (2) entered into after the date hereof not in violation of this Agreement. (f) The Target Companies (i) do not have any material outstanding obligations or liabilities under escheat or similar laws; and (ii) are not, and since January 1, 2007 have not been, subject to any actions, audits or other proceedings with any Governmental Entity with respect to escheat or similar laws.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has delivered to Parent copies of (i) the unaudited consolidated balance sheet, as of March 31, 2006 of the Company (the “Latest Balance Sheet”) and the unaudited consolidated statements of income and cash flows of the Company for the three-month period ended March 31, 2006 (such statements of income and cash flows and the Latest Balance Sheet being herein referred to as the “Latest Financial Statements”), (ii) the audited consolidated balance sheetssheet, as of December 31, 2003, of the Company and the audited consolidated statements of incomeincome and cash flows of the Company for each of the year ended December 31, 2003 (collectively, the “Audited Annual Financial Statements”), and (iii) the unaudited consolidated balance sheet as of December 31, 2004 and 2005 of the Company and the unaudited consolidated statements of members’ equity, income and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and Company for the years ended December 31, 2020 2004 and 2021 2005 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Unaudited Annual Financial Statements,” and, and together with the Audited Annual Company Financial Statements, the “Company Annual Financial Statements”) have been provided to Purchaser). The Company Latest Financial Statements and the Annual Financial Statements are based on upon the information contained in the books and records of the Target Companies, which books Company and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with fairly present the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position condition of the Target Companies Company as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statementsreferred to therein. The Annual Financial Statements have been prepared in accordance with GAAP, consistently applied. The Latest Financial Statements have been prepared in accordance with GAAP applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), consistently applied through with the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Annual Financial Statements, except and reflect all adjustments necessary to a fair statement of the financial condition and results of operations for year-end adjustments, tax accrualsthe interim periods presented. The Company’s internal controls and procedures are sufficient to ensure, and have in fact ensured, that the omission of footnote disclosures required by GAAPLatest Financial Statements, the Annual Financial Statements and the Closing Balance Sheet are accurate in all material respects. (b) The All accounts, books and ledgers related to the business of the Company maintains a system of internal accounting controls are properly kept, are complete in all material respects, and procedures appropriate for its size and the industry in which it operates that there are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAPno material inaccuracies or discrepancies contained or reflected therein. The Company has does not identified have any of its records, systems, controls, data, or been made aware information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership (iexcluding licensed software programs) any significant deficiency or material weakness in the system and direct control of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(cExcept as and to the extent reflected in the Closing Balance Sheet, the Company does not have any Liabilities of any nature (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted) arising out of transactions or events heretofore entered into, or any action or inaction, or any state of facts existing, with respect to or based upon transactions or events heretofore occurring, including, without limitation, any Liabilities arising out of or related to the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofCoopers Agreement.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has made available to Cascadia a true and complete copy of (i) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2022 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss and cash flows of the Company and its Subsidiaries for the twelve-months then ended, and (ii) the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) sheet of the Target Companies Company and its Subsidiaries as of and for the years ended each of December 31, 2020 and 2021 December 31, 2021, and the related audited consolidated statements of operations and comprehensive loss and cash flows of the Company and its Subsidiaries for each year then ended (collectively, the “Annual Company Financial Statements”), have been provided to Purchaser. Copies which are attached as Section 3.4(a) of the unaudited balance sheetCompany Disclosure Schedules. The Financial Statements (including the notes thereto, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”if applicable) (such A) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (B) in the case of any audited financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained were audited in accordance with the Company’s normal standards of the PCAOB and customary practices. The Company Financial Statements present fairly(C) fairly present, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations operations, and cash flows of the Target Companies Company for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed indicated therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Closing Company maintains Audited Financial Statements and any other Closing Company Financial Statements will be derived from the books and records of the Group Companies. The Closing Company Financial Statements will (A) be prepared in accordance with GAAP applied on a system consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be individually or in the aggregate material) and the absence of notes thereto), (B) in the case of any audited financial statements, be audited in accordance with the standards of the PCAOB and to contain a report of the Company’s auditor and (C) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). No financial statements other than those consolidated financial statements of the Group Companies are required by GAAP to be included in the Closing Company Audited Financial Statements. (c) The Group Companies have no Liabilities except (i) as set forth on the face of the Latest Balance Sheet (rather than in any notes thereto), (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (excluding any Liabilities directly or indirectly related to a breach of Contract, breach of warranty, tort (including infringement of Intellectual Property Rights), Proceeding or violation of, or non-compliance with Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by the Company of its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the Transactions (including, for the avoidance of doubt, the Company Expenses), or (iv) executory obligations under Contracts (excluding any Liabilities directly or indirectly related to a breach of Contract). (d) The Group Companies have established and maintain systems of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting that (i) all transactions are executed in accordance with management’s authorization and the (ii) all transactions are recorded as necessary to permit preparation of their proper and accurate financial statements in accordance with GAAPGAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods, have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect, in reasonable detail, the revenues, expenses, assets and liabilities of the Group Companies. (e) Except as set forth on Section 3.4(e) of the Company Disclosure Schedules, the Company has not identified received any written or, to the knowledge of the Company, oral complaint, allegation, assertion or been made aware of claim that there is (i) any a “significant deficiency or material weakness deficiency” in the system internal controls over financial reporting of internal accounting controls utilized by the CompanyGroup Companies, (ii) any a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the management Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. (f) All accounts receivable reflected in the Financial Statements, represent arm’s length sales in the ordinary course of business, constitute valid claims of the Group Companies, as applicable, free and clear of all Liens other than Permitted Liens, and are not subject to any dispute, claim, set-off or other defense or counterclaims other than returns in the ordinary course of business. Since December 31, 2022, (i) there have not been any write-offs as uncollectible of such accounts receivable, except for write-offs in the ordinary course of business consistent with past practice, and (ii) there has not been a material change in the aggregate amount of such accounts receivable and amounts owing to the Company or any personnel who have a role in the preparation of the Company Financial Statements its subsidiaries or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingaging thereof. (cg) Section 3.6(cAny certifications and representations made by the Group Companies in any application by the Group Companies for a Paycheck Protection Program loan made by a lender authorized under the CARES Act to make such loan (such loan, a “PPP Loan” and such lender, a “PPP Lender”) and in any application for forgiveness of such PPP Loan, including in any material supporting documentation with respect thereto were, at the time of submission to the applicable PPP Lender and for all applicable periods under such applications and related loan documents, true, complete and correct in all respects. The Group Companies deposited all proceeds from any PPP Loan into a segregated account not subject to the Liens of any other lender of the Disclosure Schedule contains a trueGroup Companies. The proceeds of any PPP Loan were used solely for the purposes permitted by the CARES Act, correct and complete list the Group Companies has complied in all material respects with all requirements of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofCARES Act.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes Attached to consolidated financial statements (together with any supplementary information theretoSection 2.6(a) of the Target Companies Company Disclosure Schedule are (i) the consolidated audited balance sheets of the Company as of December 31, 2016, 2017 and 2018 and related audited statements of operations and cash flows for the years then ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies ) and (ii) the unaudited consolidated balance sheet of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of March 31, 2019 and related unaudited statements of operations and cash flows for the five three (5)-month period 3) months then ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”). The Financial Statements (i) have been provided to Purchaser. The Company Financial Statements are based on prepared in accordance with the books and records of the Target CompaniesCompany and the Company Subsidiaries, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly(ii) fairly present, in all material respects, the consolidated financial position of the Target Companies Company and the Company Subsidiaries as of the dates thereof indicated and the consolidated results of the operations and cash flows of the Target Companies Company and the Company Subsidiaries for the periods covered by such statements, then ended. The Financial Statements have been prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied through on a consistent basis throughout the periods covered therebyindicated, except as disclosed therein, and, in the case of that the Interim Company Financial Statements, except for Statements do not include footnote disclosures and are subject to customary year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Except as set forth in Section 2.6(b) of the Company maintains Disclosure Schedule, neither the Company nor any Company Subsidiary has any Liabilities required by GAAP to be set forth on a system consolidated balance sheet of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of Company, except (i) any significant deficiency Liabilities reflected, reserved for or material weakness disclosed in the system of internal accounting controls utilized by most recent balance sheet included in the CompanyFinancial Statements, (ii) any fraud, whether Liabilities incurred or not material, that involves the management of the Company or any personnel who have a role accrued in the preparation ordinary course of business consistent with past practice since the Company Financial Statements or the internal accounting controls utilized by the Companydate of such balance sheet, or and (iii) any claim or allegation regarding any of Liabilities incurred in connection with the foregoingTransactions. (c) Except as set forth in Section 3.6(c2.6(c) of the Company Disclosure Schedule contains a trueSchedule, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofCompany does not have any Indebtedness.

Financial Statements; Undisclosed Liabilities. (a) Copies Section 3.7(a) of the Company Disclosure Schedule sets forth the audited consolidated balance sheetssheets of the Company as of December 31, 2019, and December 31, 2018, and the related consolidated statements of incomeoperations, equity and cash flows of the Company for the years then ended, and the unaudited consolidated balance sheet of the Company as of September 30, 2020 and September 30, 2019, and the related consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, equity and statement of cash flows of each Target the Company as of and for the five nine months then ended, inclusive of footnotes (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser). The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained prepared in accordance with GAAP, consistently applied during the Company’s normal periods involved and customary practices. The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position of position, the Target Companies as of the dates thereof and the consolidated results of operations and cash flows flow of the Target Companies Company as of the dates, and for the periods covered by such statementsperiods, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andpresented therein (subject, in the case of the Interim Company Financial Statementsunaudited statements, except for to changes resulting from normal year-end adjustments, tax accruals, adjustments that would not reasonably be expected to be material in amount or effect and the omission absence of footnote disclosures required by GAAPcertain footnotes). (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry sufficient, in which it operates all respects, to (i) ensure that transactions are sufficient recorded as necessary to provide reasonable assurance regarding the reliability of financial reporting and the permit preparation of their financial statements in accordance with GAAP, (ii) ensure that receipts and expenditures of the Company and its Subsidiaries are being made in accordance with appropriate authorizations of management and the Company’s board of directors and (iii) prevent or timely detect any unauthorized acquisition, use or disposition of assets of the Company and its Subsidiaries. During the past three (3) years, no material complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by the Company. The Company has not identified made available to Parent a summary of all material complaints or been concerns relating to other matters made aware of during the past three (i3) any significant deficiency or material weakness in the system of internal accounting controls utilized by years through the Company, (ii) any fraud, whether ’s whistleblower hot-line or not material, that involves the management equivalent system for receipt of the Company or any personnel who have a role in the preparation employee concerns regarding possible violations of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingLaw. (c) Section 3.6(c) Neither the Company nor any of the Disclosure Schedule contains Company’s Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities or obligations (i) reflected on, reserved against or described on the Company Financial Statements, including the notes thereto, (ii) incurred after September 30, 2020 in the ordinary course of business, (iii) incurred by the Company in connection with the transactions contemplated hereby, (iv) have been (or will be prior to the Closing) discharged or paid off, (v) are not, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken together, or (vi) arise under applicable Law or executory Contracts (other than as a true, correct and complete list result of a violation or breach by the Company or any of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofCompany’s Subsidiaries).

Financial Statements; Undisclosed Liabilities. (a) Copies Set forth on Section 3.06 in the Disclosure Schedule are true and complete copies of the following financial statements (collectively the “Financial Statements”): (i) the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) sheets of the Target Companies Company and its Subsidiaries as of and for the years ended December 31, 2020 and as of December 31, 2019 and the related audited consolidated statements of operations, cash flows and stockholder’s equity for the fiscal years then ended; and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of May 31, 2021 (the “Annual Company Financial StatementsMost Recent Balance Sheet”), have been provided to Purchaser. Copies ) and the related statements of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and operations for the five (5)-month period then ended on May 31(together with the Most Recent Balance Sheet, 2022 (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Most Recent Financial Statements”). (b) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained were prepared in accordance with the Company’s normal books of account and customary practices. The other financial records of the Company Financial Statements present fairlyand its Subsidiaries, and fairly present, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of the Target Companies Company and its Subsidiaries as of the times and for the periods covered by such statements, referred to therein in accordance with GAAP GAAP, consistently applied through applied; provided, however, that the periods covered thereby, except as disclosed therein, andMost Recent Financial Statements are subject to normal year-end adjustments (which are not, in the case aggregate, material) and lack footnotes and other presentation items. The Company maintains a standard system of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, accounting established and the omission of footnote disclosures required by administered in accordance with GAAP. (bc) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has Subsidiaries have not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management or Employees of the Company or any personnel of its Subsidiaries who have a significant role in the preparation over financial reporting of the Company and its Subsidiaries. Except as set forth on Section 3.06(c) in the Disclosure Schedule, neither the Company and its Subsidiaries nor, to Company’s Knowledge, any banking, financial or other outside advisors or independent accountants of the Company and its Subsidiaries has received any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company and its Subsidiaries or its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company and its Subsidiaries has engaged in improper or fraudulent accounting or auditing practices. (d) Except as set forth on Section 3.06(d) in the Disclosure Schedule, all accounts receivable of the Company and each of its Subsidiaries reflected on the Most Recent Balance Sheet, and all accounts receivable of the Company and each of its Subsidiaries that have arisen since the date of the Most Recent Balance Sheet, (i) represent accounts receivable for valid customer obligations arising from sales actually made or services actually performed in the ordinary course of business; (ii) are not more than 90 days past due and are reasonably expected to be collectible (net of any respective reserves set forth on the Most Recent Balance Sheet or as reserved for in the ordinary course of business since the date of the Most Recent Balance Sheet) in the ordinary course of business; and (iii) to the Company’s Knowledge, are not subject to any counterclaim or setoff except as set forth in the reserves therefor set forth on the Most Recent Balance Sheet or as reserved for in the ordinary course of business since the date of the Most Recent Balance Sheet. The Most Recent Balance Sheet includes reserves with respect to accounts receivable outstanding as of such date determined in accordance with GAAP. The Company and each of its Subsidiaries has not canceled, or agreed to cancel, in whole or in part, any accounts receivable reflected on, or created since the date of, the Most Recent Balance Sheet. All works in progress of the Company and its Subsidiaries are billed within 90 days of the date of incurrence. (e) All accounts payable of the Company and each of its Subsidiaries reflected on the Most Recent Balance Sheet and that have arisen since the date of the Most Recent Balance Sheet have arisen from bona fide transactions in the ordinary course of business. The accounts payable reflected on the Most Recent Balance Sheet and all accounts payable of the Company and each of its Subsidiaries that have arisen since the date of the Most Recent Balance Sheet, have either been paid or are not yet due and are payable in the ordinary course of business. There are no unpaid invoices or bills representing material amounts alleged to be owed by the Company or any of its Subsidiaries, or other material alleged monetary obligations of the Company and any of its Subsidiaries, in each case, that is past due and which the Company and such Subsidiary has disputed or refused to pay. (f) All inventory of the Company and each of its Subsidiaries reflected on the Most Recent Balance Sheet, and all inventory of the Company and each of its Subsidiaries that has been acquired since the date of the Most Recent Balance Sheet (the “Inventory”), (i) was acquired or produced and has been maintained in the ordinary course of business, and (ii) consists of goods of a quality presently usable for its intended use in all material respects and, with respect to finished goods, saleable in the ordinary course of business and of a quantity maintained by the Company and its Subsidiaries in the ordinary course of business, in each case, subject to any applicable reserves set forth on the Most Recent Balance Sheet or established in the ordinary course of business since the date of the Most Recent Balance Sheet. Any slow-moving, damaged, excessive, defective, below standard quality or obsolete inventory reflected in the Most Recent Balance Sheet has been written down to net realizable value with adequate reserves and all xxxx-up has been eliminated, all in accordance with GAAP. All Inventory is located at, or is in transit to or from, the facilities of the Company and its Subsidiaries or the facilities of customers or suppliers of the Company and its Subsidiaries. No Inventory held by the Company or any of its Subsidiaries is held on a consignment basis. During the last three (3) years, the Company and its Subsidiaries have purchased all Inventory in compliance with applicable Laws in all material respects. The Company and its Subsidiaries have or will have on hand such quantities of Inventory as are reasonably required to continue their respective businesses as currently conducted immediately after the Closing in the ordinary course of business. The values of the Inventory stated in the Most Recent Balance Sheet reflect the ordinary-course inventory valuation policies of the Company and its Subsidiaries. Since the date of the Most Recent Balance Sheet, no Inventory has been sold or disposed of except through sale, use or disposal in the ordinary course of business. (g) Section 3.06(g) in the Disclosure Schedule sets forth (A) a complete and correct schedule of all Indebtedness of the Company and its Subsidiaries of the type described in clauses (i), (ii), (iii) and (v) of the definition of “Indebtedness” and (B) the aggregate amount of all Indebtedness, in each case, determined as of May 31, 2021. (h) There is no Liability material to the Company and its Subsidiaries (taken as a whole), except for liabilities and obligations (i) reflected or reserved for on the Financial Statements or disclosed in the internal accounting controls utilized by notes thereto, (ii) that have arisen since the Companydate of the Most Recent Balance Sheet in the ordinary course of the operation of business of the Company and its Subsidiaries, (iii) disclosed in Section 3.06(h) the Disclosure Schedule, or (iiiiv) any claim or allegation regarding any of incurred in connection with this Agreement and the foregoingtransactions contemplated hereby. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies Seller has heretofore delivered to Newco or its Affiliates true and complete copies of the audited consolidated balance sheets, consolidated statements sheet and related statement of income, consolidated statements of members’ equity, operations and consolidated statements retained earnings and of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies for Seller as of and for the years ended December 31, 2020 1995, 1996 and 2021 1997, in each case audited by Deloitte & Touche LLP (the “Annual Company "Financial Statements”"). The December 31, have been provided 1997 balance sheet is referred to Purchaser. Copies herein as the "Seller Balance Sheet". (b) Each of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are (i) has been prepared based on the books and records of the Target CompaniesSeller in accordance with GAAP and Seller's normal accounting practices, which books consistent with past practice, and records are complete and correct present fairly in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position condition, results of the Target Companies operations and statements of cash flow of Seller as of the dates thereof indicated or for the periods indicated; and (ii) contains and reflects all necessary adjust- ments, accruals, provisions and allowances for a fair presentation in all material respects of the combined financial condition and the consolidated combined results of operations and cash flows of the Target Companies Seller for the periods covered by such statementsfinancial statement; provided, in accordance with GAAP consistently applied through however, that Newco acknowledges that, prior to the periods covered therebyfiling or distribution of any public or private equity or debt offering document which includes historical financial statements of the Seller for any period ended or ending at or prior to December 31, except as disclosed therein1998 ("Historical Financial Statements"), andthe Seller may, upon the advice of its independent accountants, Delloite & Touche, revise and reissue, or cooperate in the case revision and reissuance of, any such Historical Financial Statements to make appropriate revisions to comply with Regulation S-X and to modify the footnote description of Other Assets, provided that such changes do not change the Interim Company amounts recorded in the Balance Sheets, Statements of Operations, or Statements of Cash Flows and that such changes do not change the amortization lives assigned to assets. The Seller further agrees to work with Deloitte & Touche to obtain from that firm unqualified audit opinions on such revised and reissued Historical Financial Statements, except for year-end adjustments, tax accruals, Statements and to obtain the omission agreement of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and such firm to consent to the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation inclusion of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in unqualified opinions on the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company revised and reissued Historical Financial Statements in any filings with the United States Securities and Exchange Commission or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingother body in connection with which such consents are required. (c) Section 3.6(cExcept as set forth on Schedule 3.05(c), there are no ---------------- material Liabilities of Seller required by GAAP to be included on a balance sheet or the notes thereto other than: (i) of any Liability accrued as a Liability on Seller Balance Sheet; (ii) Liabilities specifically disclosed and identified as such in the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.schedules to this Agreement; (iii)

Financial Statements; Undisclosed Liabilities. (a) Copies Valley Green has previously made available, or will make available, to Univest the Valley Green Regulatory Reports. Except as set forth on Valley Green Disclosure Schedule 4.5(a), the Valley Green Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equityperiods covered by such statements, and consolidated statements fairly present, or will fairly present, in all material respects the financial position, results of cash flows operations and notes to consolidated financial statements (together with any supplementary information thereto) changes in shareholders’ equity of the Target Companies Valley Green as of and for the years periods ended December 31on the dates thereof, 2020 in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and 2021 pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) Valley Green has previously made available, or will make available, to Univest the “Annual Company Valley Green Financial Statements”. Except as set forth on Valley Green Disclosure Schedule 4.5(b), the Valley Green Financial Statements have been provided to Purchaser. Copies of the unaudited balance sheetbeen, statement of operationsor will be, prepared in accordance with GAAP, and statement of cash flows of (including the related notes where applicable) fairly present, or will fairly present, in each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct case in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of Valley Green and the Target Companies Valley Green Subsidiaries on a consolidated basis as of and for the respective periods covered by such statementsending on the dates thereof (subject in the case of the unaudited interim statements to normal year-end adjustments and to any other adjustments described therein), in accordance with GAAP consistently applied through during the periods covered therebyinvolved, except as disclosed therein, and, indicated in the notes thereto and except in the case of unaudited statements to normal recurring audit adjustments and the Interim Company absence of footnotes. (c) As of the date of each balance sheet included in the Valley Green Financial Statements, Valley Green, as applicable, has not had, or will not have, any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Valley Green Financial Statements or Valley Green Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except for year-end adjustments, tax accruals, in the case of unaudited statements to normal recurring audit adjustments and the omission absence of footnote disclosures required by GAAPfootnotes. (bd) The Company records, systems, controls, data and information of Valley Green and the Valley Green Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Valley Green or any Valley Green Subsidiary (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described in this Section 4.5(d). Valley Green (i) has, to the extent required by applicable law or GAAP, implemented and maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates control over financial reporting that are sufficient is designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of their its financial statements for external purposes in accordance with GAAP. The Company , (ii) to the extent required by applicable law, has not identified or been implemented and maintains disclosure controls and procedures to ensure that material information relating to Valley Green, including its consolidated Valley Green Subsidiaries, is made aware known to the chief executive officer and the chief financial officer of Valley Green by others within those entities, and (iiii) has disclosed, based on its most recent evaluation prior to the date hereof, to Valley Green’s outside auditors and the audit committee of Valley Green’s Board of Directors (A) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by the Companycontrol over financial reporting which are reasonably likely to adversely affect Valley Green’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves the management of the Company or any personnel other employees who have a significant role in the preparation of the Company Financial Statements or the Valley Green’s internal accounting controls utilized control over financial reporting. These disclosures (if any) were made in writing by the Companymanagement to Valley Green’s auditors and audit committee and a copy has previously been made available to Univest. (e) Since December 31, or 2013, (iiii) any claim or allegation regarding neither Valley Green nor any of the foregoing. (c) Section 3.6(c) Valley Green Subsidiaries nor, to the Knowledge of Valley Green, any director or executive officer of Valley Green or any of the Disclosure Schedule contains a trueValley Green Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, correct and complete list allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Valley Green or any of the Contracts for all Indebtedness for borrowed money Valley Green Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Valley Green or any of the Target Companies as Valley Green Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Valley Green or any of the date hereofValley Green Subsidiaries, whether or not employed by Valley Green or any of the Valley Green Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Valley Green or any of its officers, directors, employees or agents to the Board of Directors of Valley Green or any committee thereof or to any director or officer of Valley Green.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company, on behalf of Seller, has previously delivered or made available to Purchaser (i) the audited consolidated balance sheetssheets of the Company for the period ended December 31, consolidated 2004 and 2003 (the “Balance Sheets”) and the audited income statements of income, consolidated statements of members’ equity, and consolidated audited statements of cash flows of the Company for each such year (collectively, the “Financial Statements”) and notes to consolidated financial (ii) the unaudited balance sheet of the Company as of September 30, 2005 (the “Base Balance Sheet”) and the unaudited interim income and cash flow statements of the Company for the period ended September 30, 2005 (together with any supplementary information theretocollectively, the “Unaudited Interim Financial Statements”). Except as set forth in Section 6.6(a) of the Target Companies Disclosure Schedule, each of the Financial Statements and the Unaudited Interim Financial Statements (including any related notes thereto) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except, in the case of Unaudited Interim Financial Statements, to normal and recurring adjustments that were not or are not expected to be in a material amount and for the lack of footnote disclosure) and fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company as of the respective dates and for the periods indicated therein. (b) The Company, on behalf of Seller, has previously delivered or made available to Purchaser (i) the audited statutory financial statements of the Company as of and for the years ended December 31, 2020 2004 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations2003, and statement the audited statutory income statements and audited statutory statements of cash flows of the Company for each Target Company as of and for the five such year (5)-month period ended on May 31, 2022 (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Statutory Financial Statements”) have been provided to Purchaserand (ii) the unaudited statutory balance sheet of the Company as of September 30, 2005 and the unaudited statutory interim income and cash flow statements of the Company for the period ended September 30, 2005 (collectively, the “Unaudited Interim SAP Financial Statements”) prepared in conformity with accounting practices prescribed or permitted in the Commonwealth of Puerto Rico. The Company Each of the balance sheets included in the Statutory Financial Statements are based on and the books and records of the Target Companies, which books and records are complete and correct Unaudited SAP Financial Statements fairly present in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies Company as of its date and each of the dates thereof statements of operations and cash flows included in the Statutory Financial Statements and the consolidated Unaudited SAP Financial Statements fairly present in all material respects the results of operations and cash flows of the Target Companies Company for the periods covered by such statementsperiod therein set forth, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, statutory accounting practices prescribed or permitted in the case Commonwealth of Puerto Rico on a consistent basis to the Knowledge of Seller. No material deficiencies have been asserted by the Commissioner with respect to the Statutory Financial Statements and the Unaudited Interim Company SAP Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size Statutory Financial Statements and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Unaudited Interim SAP Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingcomply in all material respects with all Applicable Law. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies True and complete copies of the audited consolidated balance sheets, consolidated and unaudited related statements of incomeincome and retained earnings, consolidated and cash flows of Holding Company for the years ended October 31, 1994, 1995 and 1996, accompanied by the report thereon of Xxxxxx, Xxxxx & Xxxxx, certified public accountants of Holding Company, have previously been delivered to Buyer. The October 31, 1996 balance sheet is referred to herein as the 1996 Holding Company Balance Sheet. Each of these financial statements has been prepared based on the books and records of Holding Company in accordance with GAAP and Holding Company's normal accounting practices, consistent with past practice and with each other, and present fairly the financial condition and results of operations of Holding Company as of the dates or for the periods indicated. (b) True and complete copies of the audited balance sheets and related statements of members’ equityoperations and retained earnings, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and Rheochem for the years ended December 31, 2020 1994, 1995 and 2021 1996, accompanied by the report thereon of Ernst & Young LLP, certified public accountants of Rheochem, (the “"Annual Company Financial Statements”"), have been provided to Purchaser. Copies of and the unaudited balance sheet, statement sheets and statements of operations, and statement operations for each month of cash flows of each Target Company as of and for the five (5)-month period ended 1997 ending on May or before March 31, 2022 1997 (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “"Interim Company Financial Statements,” " and, together with the Annual Company Financial Statements, the “Company "Financial Statements”") have previously been provided delivered to PurchaserBuyer. The Company December 31, 1996 balance sheet is referred to herein as the "1996 Rheochem Balance Sheet." Each of the Financial Statements are has been prepared based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained Rheochem in accordance with GAAP (except for the Company’s omission of footnote disclosure required by GAAP in the case of Interim Financials and except that the Interim Financials omit and are subject to normal year-end accruals) and customary Rheochem's normal accounting practices. The Company Financial Statements , consistent with past practice and with each other, and present fairly, in all material respects, fairly the consolidated financial position condition and results of the Target Companies operations of Rheochem as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies or for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPindicated. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies True and complete copies of (i) the audited consolidated balance sheetssheet of the Company for each of the fiscal years ended as of December 31, 2012, December 31, 2011 and December 31, 2010, and the related audited consolidated statements of income, consolidated statements of membersretained earnings, stockholders’ equity, equity and consolidated statements of cash flows and notes to consolidated changes in financial statements (together with any supplementary information thereto) position of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” andCompany, together with all related notes and schedules thereto, accompanied by the Annual Company Financial Statements, reports thereon of the Company’s accountants (the “Company Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company as of June 30, 2013, and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (the “Company Interim Financial Statements”) have been provided delivered by the Company to PurchaserXXXX. The Each of the Company Financial Statements are based and the Company Interim Financial Statements (including, in each case, the notes thereto) delivered to XXXX have been prepared in accordance with GAAP applied on a consistent basis during the books periods involved (except as may be indicated in the notes thereto) and records of the Target Companies, which books and records are complete and correct fairly present in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andthen ended (subject, in the case of the Company Interim Company Financial Statements, except for to normal year-end adjustments, tax accruals, adjustments and the omission absence of footnote disclosures required by GAAPfootnotes). (b) Except for matters reflected or reserved against in the audited consolidated balance sheet of the Company for the fiscal year ended as of December 31, 2012, neither the Company nor any of its Subsidiaries has any Liabilities of any nature, except Liabilities obligations that (A) were incurred since the date of such balance sheet in the ordinary course of business consistent with past practice, (B) are incurred in connection with the transactions contemplated by this Agreement or the Ancillary Agreements, or (C) would not have a Company Material Adverse Effect. (c) The Company maintains and its Subsidiaries have established and maintained a system of internal accounting control over financial reporting. Such internal controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of their the Company’s financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (cd) Section 3.6(cNeither the Company nor any of its Subsidiaries has or is subject to any “Off-Balance Sheet Arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Disclosure Schedule contains a true, correct and complete list Securities Act). (e) Neither the Company nor any of the Contracts its Subsidiaries has any material liability with respect to escheat for all Indebtedness for borrowed money of the Target Companies as of the date hereofunclaimed property.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has made available to Armada true, correct and complete copies of (i) the audited consolidated balance sheetssheet of the Group Companies (as measured at each of the financial position dates) as of December 31, 2020, December 31, 2021, and December 31, 2022 and related consolidated profit and loss accounts, statements of changes in equity and statements of cash flows, with the related notes and schedules required by GAAP for the fiscal year then ended and an accompanying audit report (the “Audited Financial Statements”), and (ii) the unaudited condensed, consolidated balance sheet of the Group Companies as of March 31, 2023 (the “Latest Balance Sheet”) and related unaudited condensed, consolidated profit and loss account, statement of changes in equity and statement of cash flows with the selected note disclosures for the period then ended, and include comparative interim statements for the same period in the prior fiscal year (except that the requirement for the comparative balance sheet information may be met by presenting the year-end balance sheet) (the “Unaudited Financial Statements” and the Unaudited Financial Statements, together with the Audited Financial Statements, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The Unaudited Financial Statements shall all be prepared in accordance with GAAP. (b) The Financial Statements (including the notes thereto) (A) were prepared in accordance with applicable laws using the accounting policies, principles, estimation techniques, measurement bases, practices and procedures as the Group Companies have used historically on a consistent basis; (B) in relation to the Audited Financial Statements (i) comply with accounting standards in force at the date to which they were prepared; and (ii) in relation to the Audited Financial Statements give a true and fair view of the assets and liabilities and state of affairs of the relevant Group Company (and, in relation to the consolidated financial statements of the Company, of the Group Companies as a whole) as of the relevant date to which they are made up and of the profit or loss and cash flows the relevant Group Company (and, in relation to the consolidated financial statements of the Company, of the Group Companies as a whole) for the financial year or other period ended on the date to which they are made up; and (C) in relation to the Unaudited Financial Statements, (i) have been prepared with due care and attention and on a basis consistent with that used in preparing the Audited Financial Statements and (ii) are not misleading and give a fair view of the assets and liabilities of the relevant Group Company (and, in relation to the consolidated financial statements of the Company, of the Group Companies as a whole) as of the relevant date to which they are made up. (c) Each of (x) the audited consolidated balance sheets of the Group Companies as of December 31, 2020, December 31, 2021 and December 31, 2022 and related consolidated statements of comprehensive income, consolidated statements statement of members’ equity, changes in equity and consolidated statements statement of cash flows for the period from 1 January 2021, to 31 December 2022 and the fiscal years then ended with the related notes to consolidated and schedules required by GAAP for the fiscal year then ended (the financial statements described in this clause (together x), “Closing Company Audited Financial Statements”), when delivered following the Original Date in accordance with Section 5.16 and (y) the other financial statements or similar reports required to be included in the Registration Statement / Proxy Statement or any supplementary information thereto) of other filings to be made by the Target Group Companies as of and for with the years ended December 31, 2020 and 2021 SEC in connection with the transactions contemplated in this Agreement or any other Ancillary Document (the financial statements described in this clause (y), the “Annual Other Closing Company Financial Statements”), have been provided to Purchaser. Copies when delivered following the Original Date in accordance with Section 5.16, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such any audited financial statements, as may be specifically indicated in the “Interim Company Financial Statements,” andnotes thereto and subject to, together with in the Annual Company Financial Statementscase of any unaudited financial statements, normal year end audit adjustments (none of which are expected to be material, individually or in the “Company Financial Statements”aggregate) have been provided to Purchaser. The Company Financial Statements are based on and the books and records absence of the Target Companiesnotes thereto), which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly(ii) will fairly present, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations operations, stockholders’ deficit and cash flows of the Target Group Companies as at the date thereof and for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andperiod indicated therein (subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which are expected to be material, individually or in the Interim Company Financial Statementsaggregate)), except for year-end adjustments(iii) in the case of any audited financial statements, tax accruals, will be audited in accordance with the standards of the PCAOB and will contain an unqualified report of the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient Company’s auditors with respect to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their such financial statements in accordance with GAAP. PCAOB standards, and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date of such delivery (including Regulation S-X or Regulation S-K, to the extent applicable). (d) The Company has does not identified or been made aware of have any Liabilities except (i) any significant deficiency as set forth as a liability or material weakness a contra-asset on the face of the Latest Balance Sheet or expressly disclosed in the system Financial Statements or the accounts for the Company and its subsidiaries as included in the Registration Statement or (ii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by the Company of its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby or (iii) any Liability incurred in the ordinary course of business . (e) No Indebtedness for borrowed money of any Group Company is due and payable and no security over any of the assets of any Group Company is now enforceable, whether by virtue of the stated maturity date of the Indebtedness having been reached or otherwise; and no Group Company has received any written notice (whose terms have not been fully complied with and/or carried out) from any creditor of that Group Company, intimating the enforcement of any security which it may hold over any assets of that Group Company. (f) The Group Companies have established and maintain systems of internal accounting controls utilized that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the CompanyFinancial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies in the ordinary course of business that are accurate in all material respects and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (g) Since January 1, 2016, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) any a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves the management or other employees of the Company or any personnel Group Companies who have a significant role in the preparation internal controls over financial reporting of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingGroup Companies. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies Section 3.07(a) of the audited Seller Disclosure Schedule sets forth the unaudited consolidated balance sheetssheets of the Company and the Company Subsidiary as of December 31, 1998, 1997 and 1996 (the unaudited consolidated balance sheet as of December 31, 1998, the "Company Balance Sheet"), and the unaudited consolidated statements of income, consolidated statements of members’ equity, income and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of Company and the Company Subsidiary for the years periods ended December 31, 2020 1998, 1997 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) 1996 (such financial statements, collectively, the “Interim "Company Financial Statements,” and"). Except (i) as set forth in Section 3.07(a) of the Seller Disclosure Schedule, together with (ii) as set forth in the Annual Company Financial Statements, notes to the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on and (iii) for the books absence of footnotes complying with U.S. GAAP, the Company Financial Statements have been prepared in conformity with U.S. GAAP consistently applied during the periods involved and records of the Target Companies, which books and records are complete and correct fairly present in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of Company and the dates thereof Company Subsidiary and the consolidated results of their operations and cash flows of the Target Companies for the respective periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPindicated. (b) The Company maintains a system Section 3.07(b) of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of Seller Disclosure Schedule sets forth (i) any significant deficiency or material weakness the unaudited Statements of the Other Assets as of December 31, 1998, 1997 and 1996 (the unaudited consolidated Statement of the Other Assets as of December 31, 1998, the "Other Assets Statement"), and the unaudited Statements of Results of Operations of the Other Assets for the periods ended December 31, 1998, 1997 and 1996 (such financial statements, collectively, the "Other Assets Financial Statements"). Except (i) as set forth in Section 3.07(b) of the system of internal accounting controls utilized by the CompanySeller Disclosure Schedule, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role as set forth in the preparation of notes to the Company Other Assets Financial Statements or the internal accounting controls utilized by the Company, or and (iii) any claim or allegation regarding any for the absence of footnotes complying with U.S. GAAP, the Other Assets Financial Statements have been prepared in conformity with U.S. GAAP consistently applied during the periods involved and fairly present in all material respects the assets included in the Other Assets and the Assumed Non-U.S. Liabilities and the results of operations of the foregoingOther Assets for the respective periods indicated. (c) The Company and the Company Subsidiary do not have, and the Other Assets and Assumed Non-U.S. Liabilities do not include, any debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Applicable Law or Action and those arising under any contract, agreement, arrangement, commitment or undertaking, in each case required by U.S. GAAP to be reflected on a consolidated balance sheet of the Company and the Company Subsidiary or in a statement of the Other Assets, as the case may be, or, in each case, in the notes thereto, except (i) as disclosed, reflected or reserved against in the Company Balance Sheet or the Other Assets Statement, (ii) for items set forth in Section 3.6(c3.07(c) of the Seller Disclosure Schedule contains Schedule, (iii) for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1998 and not in violation of this Agreement, (iv) for Taxes, (v) for Excluded Liabilities, (vi) for the OIG Liabilities, (vii) for the liabilities for which Buyer is indemnified under Section 11.02(a)(v) and (viii) for other liabilities which, individually or in the aggregate, would not have a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of Company Material Adverse Effect. (d) This Section 3.07 will not be deemed breached by changes in U.S. GAAP or Applicable Law after the date hereofof this Agreement.

Financial Statements; Undisclosed Liabilities. (a) Copies of Company’s (i) financial statements consisting of the audited consolidated balance sheets, consolidated sheet of Company as of December 31 in each of the years 2022 and 2021 and the related statements of incomeoperations, consolidated statements of members’ equityor stockholders’, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and applicable, equity for the years then ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies and (ii) financial statements consisting of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target sheet Company (the “Balance Sheet”) as of and for the five (5)-month period ended on May October 31, 2022 2023 (such date, the “Reference Balance Sheet Date”) and the related statements of operations, members’ or stockholders’, as applicable, equity for the ten month period then ended showing revenues and expenses of the Business (such financial statements, the “Interim Company Financial Statements,” and, and together with the Annual Company Financial Statements, the “Company Financial Statements”) have previously been provided delivered and/or made available to Purchaser. The Company Financial Statements are (i) have been prepared consistent with past practices, based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated Business and Purchased Assets and fairly present, the financial position condition of Company, the Target Companies Business and Purchased Assets as of the respective dates thereof and the consolidated results of the operations of Company and the Business for the periods indicated, in each case in accordance with GAAP, subject, in the case of Interim Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, (ii) contain and reflect all adjustments, accruals (including, without limitation, accruals for incentive-based compensation), provisions and allowances necessary for a fair presentation of the financial condition and the results of operations and cash flows of the Target Companies Company and the Business for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements Statement in accordance with GAAP, (iii) to the extent applicable contains and reflects adequate provisions for all reasonably anticipated Liabilities for all Taxes with respect to the periods covered by such Financial Statement and all prior periods in accordance with GAAP, and (iv) reflects the consistent application of GAAP throughout the periods covered. The Except as set forth on Schedule 4.6(a), neither the Company has not identified nor the Seller on behalf of the Business and the Purchased Assets, have any material Liabilities of a type required to be reflected or been made aware of disclosed on a balance sheet prepared in accordance with GAAP, other than (i) any significant deficiency or material weakness in those reflected on the system Balance Sheet as of internal accounting controls utilized by the CompanyBalance Sheet Date, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who those which have a role been incurred in the preparation ordinary course of business consistent with past practice since the Company Financial Statements Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, violation of Law or the internal accounting controls utilized by the CompanyLegal Proceeding), or (iii) those under (A) Contracts described on Schedule 4.11, or (B) under Contracts entered into in the ordinary course of business (none of which under (A) or (B) is a Liability resulting from noncompliance with any claim Contract, or allegation regarding any breach of contract or breach of warranty). The reserves reflected in the Financial Statements are adequate, appropriate and reasonable and have been calculated in a consistent matter. Except as set forth on Schedule 4.6(a), the books and records of the foregoing. (c) Section 3.6(c) Company have been maintained in accordance with GAAP and properly reflect all of the Disclosure Schedule contains a true, correct and complete list of transactions entered into by the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofCompany.

Financial Statements; Undisclosed Liabilities. (a) Copies FNBPA has previously made available, or will make available, to Juniata the FNBPA Regulatory Reports. The FNBPA Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equityperiods covered by such statements, and consolidated statements fairly present or will fairly present in all material respects the financial position, results of cash flows operations and notes to consolidated financial statements (together with any supplementary information thereto) changes in shareholders’ equity of the Target Companies FNBPA as of and for the years periods ended December 31on the dates thereof, 2020 in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and 2021 pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) FNBPA has previously made available or will make available to Juniata the “Annual Company FNBPA Financial Statements”), . The FNBPA Financial Statements have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operationsor will be prepared in accordance with GAAP, and statement of cash flows of (including the related notes where applicable) fairly present in each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, to any other adjustments described therein) the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of FNBPA and the Target Companies FNBPA Subsidiaries on a consolidated basis as of and for the respective periods covered by such statementsending on the dates thereof, in accordance with GAAP consistently applied through during the periods covered therebyinvolved, except as disclosed therein, and, indicated in the notes thereto and except in the case of unaudited statements to normal recurring audit adjustments and the Interim Company absence of footnotes. (c) As of the date of each balance sheet included in the FNBPA Financial Statements, neither FNBPA nor FNB Port Allegany, as applicable, has had, or will have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such FNBPA Financial Statements or FNBPA Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except for year-end adjustments, tax accruals, in the case of unaudited statements to normal recurring audit adjustments and the omission absence of footnote disclosures required by GAAPfootnotes. (bd) The Company records, systems, controls, data and information of FNBPA and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FNBPA or any FNBPA Subsidiary or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 4.5(d). FNBPA (i) has implemented and maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates control over financial reporting that are sufficient is designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of their its financial statements for external purposes in accordance with GAAP. The Company , (ii) has not identified or been implemented and maintains disclosure controls and procedures to ensure that material information relating to FNBPA, including its consolidated Subsidiaries, is made aware known to the chief executive officer and the chief financial officer of FNBPA by others within those entities, and (iiii) has disclosed, based on its most recent evaluation prior to the date hereof, to FNBPA’s outside auditors and the audit committee of FNBPA’s Board of Directors (A) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by the Companycontrol over financial reporting which are reasonably likely to adversely affect FNBPA’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves the management of the Company or any personnel other employees who have a significant role in the preparation of the Company Financial Statements or the FNBPA’s internal accounting controls utilized control over financial reporting. These disclosures (if any) were made in writing by the Company, or (iii) any claim or allegation regarding any of the foregoingmanagement to FNBPA’s auditors and audit committee and a copy has previously been made available to Juniata. (ce) Section 3.6(cSince December 31, 2014, (i) neither FNBPA nor any of its Subsidiaries nor, to the Disclosure Schedule contains Knowledge of FNBPA, any director, officer, employee, auditor, accountant or representative of FNBPA or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of FNBPA or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FNBPA or any of its Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing FNBPA or any of its Subsidiaries, whether or not employed by FNBPA or any of its Subsidiaries, has reported evidence of a truematerial violation of Securities Laws, correct and complete list breach of fiduciary duty or similar violation by FNBPA or any of its officers, directors, employees or agents to the Contracts for all Indebtedness for borrowed money Board of the Target Companies as Directors of the date hereofFNBPA or any committee thereof or to any director or officer of FNBPA.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has delivered to Parent true, correct and complete copies of (i) the audited consolidated balance sheetssheets of Behavioral Holding Corp. and its subsidiaries as of June 30, consolidated 2008, 2009 and 2010 and the related statements of incomeoperations, consolidated statements of membersstockholders’ equity, equity and consolidated statements of cash flows and for the fiscal years then ended, together with the appropriate notes to consolidated such financial statements and the report thereon of PricewaterhouseCoopers LLP and (together with any supplementary information theretoii) the unaudited consolidated balance sheet of the Target Companies Behavioral Holding Corp. and its Subsidiaries as of and for the years ended December 31November 30, 2020 and 2021 2010 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies Balance Sheet” and the date of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such dateBalance Sheet, the “Reference Balance Sheet Date”) and the related statements of operations and cash flows for the five (such financial statements5) months then ended (collectively, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) ). Except as set forth therein or in the notes thereto, such balance sheets and statements of income and cash flow, have been provided to Purchaser. The Company Financial Statements are based on the books prepared in conformity with GAAP consistently applied, and records of the Target Companies, which books and records are complete and correct fairly present in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows flow of the Target Companies Behavioral Holding Corp. and its subsidiaries as of their respective dates and for the periods covered by such statements, in accordance with GAAP consistently applied through the respective periods covered thereby, except as disclosed therein, andsubject, in the case of the Interim Company Balance Sheet and the related unaudited statements of income and cash flows, to customary year end and audit adjustments of a normal, recurring type and the absence of footnote disclosure. The Financial Statements have been derived from the accounting records of the Behavioral Holding Corp. and its subsidiaries, represent only bona fide transactions and reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than Behavioral Holding Corp. and the other Subsidiaries are required by GAAP to be included in any of the Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Except as set forth in Section 3.07(b) of the Company maintains a system Disclosure Schedule, neither the Company nor any Subsidiary is subject to any liability of internal accounting controls and procedures appropriate for its size and the industry nature required to be reflected or disclosed in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements prepared in accordance with GAAP. The Company has , whether absolute, contingent, accrued or otherwise, which is not identified shown or been made aware which is in excess of amounts shown or reserved for in the Financial Statements or the notes thereto, other than liabilities (i) any significant deficiency or material weakness incurred after the Balance Sheet Date in the system ordinary course of internal accounting controls utilized by the Companybusiness, (ii) any fraud, whether or not material, that involves the management of disclosed in the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the CompanyDisclosure Schedule, or (iii) any claim that would not, individually or allegation regarding any of in the foregoingaggregate, be material. (c) Section 3.6(c3.07(c) of the Company Disclosure Schedule contains sets forth the Company’s most recent financial plan and projection through June 30, 2013 (the “Financial Plan”). The Financial Plan has been prepared by the Company in good faith. (d) Since June 30, 2010, a trueCompany Material Adverse Effect has not occurred and, correct and complete list to the Company’s Knowledge, none is threatened or pending. “Company Material Adverse Effect” means any event, circumstance, development, change or effect (each, an “Event”) that, individually or in the aggregate with all other Events, is materially adverse to the business, operations, assets, financial condition or results of operations of the Contracts for all Indebtedness for borrowed money Company and the Subsidiaries taken as a whole, or which, with respect to the Company, would reasonably be expected to prevent or materially delay the Transactions or prevent or materially impair or delay the ability of the Target Companies as Company to perform its obligations hereunder. Notwithstanding the foregoing, a Company Material Adverse Effect shall not be deemed to include any Event to the extent resulting from any one or more of the date hereoffollowing: (i) any Event in any of the industries in which the Company and its Subsidiaries operate generally, (ii) any Event in United States financial or securities markets, general economic or business conditions, or political or regulatory conditions, (iii) any change in Law or GAAP or the interpretation or enforcement of either, (iv) the execution and delivery of this Agreement, the pendency or public disclosure of this Agreement or the Transactions (or any action taken by a party in response to such announcement), or the consummation of the Transactions, or other communication by Parent or any of its Affiliates of its plans or intentions (including in respect of employees) with respect to any of the businesses of the Company and the Subsidiaries including any loss or threatened loss of employees, customers, suppliers, distributors or others having relationships with the Company or any of the Subsidiaries, in each case to the extent arising out of the foregoing, (v) any outbreak or escalation of hostilities or war or any act of terrorism, (vi) any change resulting from any action taken or failed to be taken by the Company or its Affiliates at the written request of Parent or (vii) any failure, in of itself, of the Company or its Subsidiary to meet, with respect to any period or periods, any internal projections, forecasts, estimates of earnings or revenues, or business plans (it being understood that the facts and circumstances giving rise or contributing to any such failure may, unless otherwise excluded by another clause in this definition of “Company Material Adverse Effect,” be taken into account in determining whether a “Company Material Adverse Effect” has occurred or would be reasonably be expected to occur), except, in the case of the foregoing clauses (i) through (iii) and (v) above, to the extent such changes cause a materially disproportionate impact on the Company and the Subsidiaries taken as a whole compared to the companies which operate in the industries in which the Company and the Subsidiaries operate as a whole.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has delivered to the Parent the following financial statements, copies of which are attached hereto as SCHEDULE 3.7: (i) Combined financial statements of the audited consolidated balance sheetsCompany and Telecon for the fiscal year ended December 31, consolidated 1998, compiled by Washburn, Ellingwood, Xxxxxxx & Thaisz utilizing the accrual method of accounting and certified by the Vice President of the Company as to the truth and accuracy of such financial statements with respect to the representations made in this Section 3.7 (the "Year End Company Financial Statements"); and (ii) Draft management prepared financial statements of the Company and Telecon as of September 30, 1999 (herein the "Company Balance Sheet Date") and statements of income, consolidated statements of members’ equity, stockholders' equity and consolidated statements of cash flows for the nine (9) months then ended, certified by the Vice President of the Company as to the truth and notes to consolidated accuracy of such financial statements (together with any supplementary information thereto) of respect to the Target Companies as of and for the years ended December 31, 2020 and 2021 representations made in this Section 3.7 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “"Interim Company Financial Statements,” and", together with the Annual Year-End Company Financial Statements, the “"Company Financial Statements”) "). The Year-End Company Financial Statements have been provided to Purchaser. The prepared in accordance with GAAP based on the accrual method of accounting (except that the Interim Company Financial Statements are subject to normal year-end audit adjustments and do not include footnotes). The Interim Company Financial Statements have been prepared in accordance with GAAP based on the books and records accrual method of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained accounting applied consistently in accordance with the Company’s Year End Company Financial Statements (except that the Interim Company Financial Statements are subject to normal year-end audit adjustments and customary practicesdo not include footnotes). The Company Financial Statements present fairly, fairly in all material respects, respects the consolidated financial position condition of the Target Companies as of Company at the dates thereof of said statements and the consolidated results of their operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The As of the Company maintains Balance Sheet Date, the Company had no material liabilities of any nature, whether accrued, absolute, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise with respect to obligations of others or contingent liabilities arising prior to the Company Balance Sheet Date) of a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient type required to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements be reflected or reserved against on a balance sheet prepared in accordance with GAAP. The Company has not identified GAAP except liabilities which are stated or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of adequately reserved for on the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies reflected in Schedules furnished to Parent hereunder as of the date hereof. (c) As of the date hereof, the Company has no material liabilities of any nature, whether accrued, absolute, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP except liabilities (i) stated or adequately reserved for on the appropriate Company Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to Parent hereunder on the date hereof or (iii) incurred in the ordinary course of business of the Company consistent with prior practices.

Financial Statements; Undisclosed Liabilities. (a) Copies Included in Schedule 2.07(a) of the Company Disclosure Schedule are true and complete copies of the consolidated financial statements of the Company consisting of audited consolidated balance sheetssheets of the Company as of December 31, 2005 and 2004, the related audited consolidated statements of income, consolidated statements of memberschanges in owners’ equity, equity and consolidated statements of cash flows and for the calendar years then ended (including the notes to consolidated financial statements (together with any or other supplementary information thereto) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five . (5)-month period ended on May 31, 2022 b) The Financial Statements (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”i) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained prepared in accordance with GAAP applied on a consistent basis throughout the Company’s normal periods involved (except (A) to the extent required by changes in GAAP and customary practices. The Company Financial Statements (B) as may be indicated in the notes thereto) and (ii) fairly present fairly, in all material respects, the consolidated financial position of the Target Companies Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the period indicated. The books and records of the Target Companies for the periods covered by such statements, Company and its Subsidiaries have been and are being maintained in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (bc) Except (i) as disclosed in the most recent balance sheet included in the Financial Statements, (ii) for liabilities and obligations incurred in the ordinary course of business and consistent with past practice of the Company and its Subsidiaries since the date of the most recent balance sheet contained in the Financial Statements, or (iii) arising under this Agreement, neither the Company nor any of its Subsidiaries has any material liability, commitment or obligation of any nature, whether or not absolute, accrued, contingent or otherwise. (d) The Company maintains and its Subsidiaries maintain a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding consistent with the reliability of financial reporting and the Company being a private company, that transactions are recorded as necessary to permit preparation of their financial statements in accordance conformity with GAAP. The . (e) Neither the Company nor its Subsidiaries has not identified received any written complaint, allegation, assertion or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not materialclaim, that involves the management of the Company or any personnel who have a role of its Subsidiaries has engaged in the preparation of the Company Financial Statements questionable accounting or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingauditing practices. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies Seller has furnished Purchaser with (i) the unaudited balance sheet of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies Company as of and for the years ended December 31, 2020 2021, the related unaudited statements of income as prepared by management for the nine (9) months then ended, and 2021 (ii) the interim unaudited balance sheet of the Company as of June 30, 2022 (the “Annual Company Balance Sheet Date”) and the related interim unaudited statements of income for the six (6) months then ended. The financial statements referred to above (collectively, the “Financial Statements”), except as set forth on Section 3.06 of the Disclosure Letter, and except for the absence of notes thereto and subject to normal year-end adjustments which will not be material, have been provided to Purchaser. Copies prepared in all material respects in accordance with GAAP, consistently applied throughout the periods indicated. (b) The Financial Statements were properly derived from the books, records and accounts of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to PurchaserCompany. The Company Financial Statements are based on the books books, records and records accounts of the Target Companies, which books and records Company are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. represent actual, bona fide transactions. (c) The Company Financial Statements present fairlyare correct and complete and fairly present, in all material respects, the consolidated financial position (and any changes thereof) and results of operations of the Target Companies Company as of the dates thereof times and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statementsreferred to therein. (d) The Company does not have any claims or Liabilities, in accordance with GAAP consistently applied through whether primary or secondary, direct or indirect, absolute, accrued, contingent or otherwise except for (i) Liabilities specifically reflected and adequately reserved on the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments(ii) accounts payable to trade creditors and accrued expenses incurred subsequent to the Balance Sheet Date in the Ordinary Course, tax accruals(iii) Liabilities with respect to executory obligations arising under any Contract, other than Liabilities arising from any breach of any such Contracts or breach of Law, and (iv) Company Transaction Expenses to the omission of footnote disclosures required by GAAPextent taken into account in the Final Purchase Price. (be) The Company maintains a system of (i) books and records reflecting its assets and liabilities that are accurate in all material respects and (ii) adequate and effective internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding that (A) the reliability control objectives have minimized the risk of material financial reporting and misstatement, (B) all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of their financial statements the Financial Statements, (C) access to the properties and assets of the Company is permitted only in accordance with management’s general or specific authorization, and (D) all transactions are executed with management’s authorization and accurately recorded in the correct period as necessary to permit the preparation of the Financial Statements and disclosures in conformity with GAAP. The Since the Lookback Date, no director or officer of the Company or, to the Knowledge of Seller, non-officer employee, external auditor, external accountant or similar authorized representative of the Company, has not identified received or otherwise been made aware of (i) any significant deficiency material complaint, allegation or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraudclaim, whether written or not materialoral, that involves regarding the management accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any personnel who have a role material complaint, allegation or claim that the Company has engaged in the preparation questionable accounting or auditing practices, and no officer, director, manager, member or employee of the Company Financial Statements has refused to execute any certificate of any kind whatsoever required by Law or requested by any accounting, banking, financial or legal firm or Person with respect to the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any subject matter of the foregoingFinancial Statements. (cf) The Company is not a party to, or does not have any commitment to become a party to, any off balance sheet arrangement, including any “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the Securities and Exchange Commission). (g) Except as set forth on Section 3.6(c3.06(g) of the Disclosure Schedule contains a trueLetter, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofCompany does not have any Indebtedness.

Financial Statements; Undisclosed Liabilities. (a) Copies Mid Penn has previously made available, or will make available, to Phoenix the Mid Penn Regulatory Reports. The Mid Penn Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equityperiods covered by such statements, and consolidated statements fairly present or will fairly present in all material respects the financial position, results of cash flows operations and notes to consolidated financial statements (together with any supplementary information thereto) changes in shareholders’ equity of the Target Companies Mid Penn as of and for the years periods ended December 31on the dates thereof, 2020 in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and 2021 pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) Mid Penn has previously made available, or will make available, to Phoenix the “Annual Company Mid Penn Financial Statements”), . The Mid Penn Financial Statements have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operationsor will be prepared in accordance with GAAP, and statement of cash flows of (including the related notes where applicable) fairly present, or will fairly present, in each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct case in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of Mid Penn and the Target Companies Mid Penn Subsidiaries on a consolidated basis as of and for the respective periods covered by such statementsending on the dates thereof (subject in the case of the unaudited interim statements to normal year-end adjustments), in accordance with GAAP consistently applied through during the periods covered therebyinvolved, except as indicated in the notes thereto and except in the case of any unaudited statements to normal recurring audit adjustments. (c) At the date of each balance sheet included in the Mid Penn Financial Statements, neither Mid Penn nor Mid Penn Bank has had or will have any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Mid Penn Financial Statements or Mid Penn Regulatory Reports or in the footnotes thereto that are not fully reflected or reserved against therein or fully disclosed thereinin a footnote thereto and except in the case of any unaudited statements to normal, recurring audit adjustments and, in the case of Mid Penn Regulatory Reports, the Interim Company Financial Statementsabsence of footnotes. (d) The records, systems, controls, data and information of Mid Penn and the Mid Penn Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Mid Penn or any Mid Penn Subsidiary or accountants (including all means of access thereto and therefrom), except for yearany non-end adjustments, tax accruals, exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the omission system of footnote disclosures required by GAAP. internal accounting controls described below in this Section 5.5(d). Mid Penn (bi) The Company has implemented and maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates control over financial reporting that are sufficient is designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of their its financial statements for external purposes in accordance with GAAP. The Company , (ii) has not identified or been implemented and maintains disclosure controls and procedures to ensure that material information relating to Mid Penn, including its consolidated Mid Penn Subsidiaries, is made aware known to the chief executive officer and the chief financial officer of Mid Penn by others within those entities, and (iiii) has disclosed, based on its most recent evaluation prior to the date hereof, to Mid Penn’s outside auditors and the audit committee of Mid Penn’s Board of Directors (A) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by the Companycontrol over financial reporting that are reasonably likely to adversely affect Mid Penn’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves the management of the Company or any personnel other employees who have a significant role in the preparation of the Company Financial Statements or the Mid Penn’s internal accounting controls utilized over financial reporting. These disclosures (if any) were made in writing by the Companymanagement to Mid Penn’s auditors and audit committee and a copy has previously been made available to Phoenix. (e) Since December 31, or 2011, (iiii) any claim or allegation regarding neither Mid Penn nor any of the foregoingMid Penn Subsidiaries nor, to the Knowledge of Mid Penn, any director, officer, employee, auditor, accountant or representative of Mid Penn or any Mid Penn Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Mid Penn or any Mid Penn Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Mid Penn or any Mid Penn Subsidiary has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Mid Penn or any Mid Penn Subsidiary, whether or not employed by Mid Penn or any Mid Penn Subsidiary, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Mid Penn or any of its officers, directors, employees or agents to the Board of Directors of Mid Penn or any committee thereof or to any director or officer of Mid Penn. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies Mid Penn has previously made available, or will make available, to Scottdale the Mid Penn Regulatory Reports. The Mid Penn Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equityperiods covered by such statements, and consolidated statements fairly present or will fairly present in all material respects the financial position, results of cash flows operations and notes to consolidated financial statements (together with any supplementary information thereto) changes in shareholders’ equity of the Target Companies Mid Penn as of and for the years periods ended December 31on the dates thereof, 2020 in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and 2021 pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) Mid Penn has previously made available or will make available to Scottdale the “Annual Company Mid Penn Financial Statements”), . The Mid Penn Financial Statements have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operationsor will be prepared in accordance with GAAP, and statement of cash flows of (including the related notes where applicable) fairly present, or will fairly present, in each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct case in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of Mid Penn and the Target Companies Mid Penn Subsidiaries on a consolidated basis as of and for the respective periods covered by such statementsending on the dates thereof (subject in the case of the unaudited interim statements to normal year-end adjustments), in accordance with GAAP consistently applied through during the periods covered therebyinvolved, except as indicated in the notes thereto and except in the case of any unaudited statements to normal recurring audit adjustments. (c) At the date of each balance sheet included in the Mid Penn Financial Statements, neither Mid Penn nor Mid Penn Bank has had or will have any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Mid Penn Financial Statements or Mid Penn Regulatory Reports or in the footnotes thereto that are not fully reflected or reserved against therein or fully disclosed thereinin a footnote thereto and except in the case of any unaudited statements to normal, recurring audit adjustments and, in the case of Mid Penn Regulatory Reports, the Interim Company Financial Statementsabsence of footnotes. (d) The records, systems, controls, data and information of Mid Penn and the Mid Penn Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Mid Penn or any Mid Penn Subsidiary (including all means of access thereto and therefrom), except for yearany non-end adjustments, tax accruals, exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the omission system of footnote disclosures required by GAAP. internal accounting controls described below in this Section 5.5(d). Mid Penn (bi) The Company has implemented and maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates control over financial reporting that are sufficient is designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of their its financial statements for external purposes in accordance with GAAP. The Company , (ii) has not identified or been implemented and maintains disclosure controls and procedures to ensure that material information relating to Mid Penn, including its consolidated Mid Penn Subsidiaries, is made aware known to the chief executive officer and the chief financial officer of Mid Penn by others within those entities, and (iiii) has disclosed, based on its most recent evaluation prior to the date hereof, to Mid Penn’s outside auditors and the audit committee of Mid Penn’s Board of Directors (A) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by the Companycontrol over financial reporting that are reasonably likely to adversely affect Mid Penn’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves the management of the Company or any personnel other employees who have a significant role in the preparation of the Company Financial Statements or the Mid Penn’s internal accounting controls utilized over financial reporting. These disclosures (if any) were made in writing by the Companymanagement to Mid Penn’s auditors and audit committee and a copy has previously been made available to Scottdale. (e) Since December 31, or 2015, (iiii) any claim or allegation regarding neither Mid Penn nor any of the foregoingMid Penn Subsidiaries nor, to the Knowledge of Mid Penn, any director, officer, employee, auditor, accountant or representative of Mid Penn or any Mid Penn Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Mid Penn or any Mid Penn Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Mid Penn or any Mid Penn Subsidiary has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Mid Penn or any Mid Penn Subsidiary, whether or not employed by Mid Penn or any Mid Penn Subsidiary, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Mid Penn or any of its officers, directors, employees or agents to the Board of Directors of Mid Penn or any committee thereof or to any director or officer of Mid Penn. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has made available to Armada true, correct and complete copies of (i) the audited consolidated balance sheetssheet of the Group Companies (as measured at each of the financial position dates) as of December 31, consolidated statements of income2018, consolidated statements of members’ equityDecember 31, 2019, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years ended December 31, 2020 and related consolidated profit and loss accounts, statements of changes in equity and statements of cash flows, with the related notes and schedules required by GAAP for the fiscal year then ended and an accompanying audit report (the “Audited Financial Statements”), and (ii) the unaudited condensed, consolidated balance sheet of the Group Companies as of October 31, 2021 (the “Annual Latest Balance Sheet”) and related unaudited condensed, consolidated profit and loss account, statement of changes in equity and statement of cash flows with the selected note disclosures for the period then ended, and include comparative interim statements for the same period in the prior fiscal year (except that the requirement for the comparative balance sheet information may be met by presenting the year-end balance sheet) (the “Unaudited Financial Statements” and the Unaudited Financial Statements, together with the Audited Financial Statements, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The Unaudited Financial Statements shall all be prepared in accordance with GAAP. (b) The Financial Statements (including the notes thereto) (A) were prepared in accordance with applicable laws using the accounting policies, principles, estimation techniques, measurement bases, practices and procedures as the Group Companies have used historically on a consistent basis; (B) in relation to the Audited Financial Statements (i) comply with accounting standards in force at the date to which they were prepared; and (ii) in relation to the Audited Financial Statements give a true and fair view of the assets and liabilities and state of affairs of the relevant Group Company (and, in relation to the consolidated financial statements of the Company, of the Group Companies as a whole) as of the relevant date to which they are made up and of the profit or loss and cash flows the relevant Group Company (and, in relation to the consolidated financial statements of the Company, of the Group Companies as a whole) for the financial year or other period ended on the date to which they are made up; and (C) in relation to the Unaudited Financial Statements, (i) have been prepared with due care and attention and on a basis consistent with that used in preparing the Audited Financial Statements and (ii) are not misleading and give a fair view of the assets and liabilities of the relevant Group Company (and, in relation to the consolidated financial statements of the Company, of the Group Companies as a whole) as of the relevant date to which they are made up. (c) Each of (x) the audited consolidated balance sheets of the Group Companies as of December 31, 2018, December 31, 2019 and December 31, 2020 and related consolidated statements of comprehensive income, statement of changes in equity and statement of cash flows for the period from 1 January 2019, to 31 December 2020 and the fiscal years then ended with the related notes and schedules required by GAAP for the fiscal year then ended (the financial statements described in this clause (x), “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 5.16 and (y) the other financial statements or similar reports required to be included in the Registration Statement / Proxy Statement or any other filings to be made by the Group Companies with the SEC in connection with the transactions contemplated in this Agreement or any other Ancillary Document (the financial statements described in this clause (y), the “Other Closing Company Financial Statements”), have been provided to Purchaser. Copies when delivered following the date of this Agreement in accordance with Section 5.16, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the unaudited balance sheetperiods indicated (except, statement in the case of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such any audited financial statements, as may be specifically indicated in the “Interim Company Financial Statements,” andnotes thereto and subject to, together with in the Annual Company Financial Statementscase of any unaudited financial statements, normal year end audit adjustments (none of which are expected to be material, individually or in the “Company Financial Statements”aggregate) have been provided to Purchaser. The Company Financial Statements are based on and the books and records absence of the Target Companiesnotes thereto), which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly(ii) will fairly present, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations operations, stockholders’ deficit and cash flows of the Target Group Companies as at the date thereof and for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andperiod indicated therein (subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which are expected to be material, individually or in the Interim Company Financial Statementsaggregate)), except for year-end adjustments(iii) in the case of any audited financial statements, tax accruals, will be audited in accordance with the standards of the PCAOB and will contain an unqualified report of the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient Company’s auditors with respect to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their such financial statements in accordance with GAAP. PCAOB standards, and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date of such delivery (including Regulation S-X or Regulation S-K, to the extent applicable). (d) The Company has does not identified or been made aware of have any Liabilities except (i) any significant deficiency as set forth as a liability or material weakness a contra-asset on the face of the Latest Balance Sheet or expressly disclosed in the system Financial Statements, or (ii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by the Company of its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby or (iii) any individual Liability in excess of £750,000 incurred in the ordinary course of business since the Latest Balance Sheet as set forth on Section 3.4(d) of the Company Disclosure Schedules. (e) No Indebtedness for borrowed money of any Group Company is due and payable and no security over any of the assets of any Group Company is now enforceable, whether by virtue of the stated maturity date of the Indebtedness having been reached or otherwise; and no Group Company has received any written notice (whose terms have not been fully complied with and/or carried out) from any creditor of that Group Company, intimating the enforcement of any security which it may hold over any assets of that Group Company. (f) The Group Companies have established and maintain systems of internal accounting controls utilized that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the CompanyFinancial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies in the ordinary course of business that are accurate in all material respects and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (g) Since January 1, 2016, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) any a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves the management or other employees of the Company or any personnel Group Companies who have a significant role in the preparation internal controls over financial reporting of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingGroup Companies. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies Mid Penn has previously made available, or will make available, to Riverview the Mid Penn Regulatory Reports. The Mid Penn Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equityperiods covered by such statements, and consolidated statements fairly present or will fairly present in all material respects the financial position, results of cash flows operations and notes to consolidated financial statements (together with any supplementary information thereto) changes in shareholders’ equity of the Target Companies Mid Penn as of and for the years periods ended December 31on the dates thereof, 2020 in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and 2021 pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) Mid Penn has previously made available or will make available to Riverview the “Annual Company Mid Penn Financial Statements”), . The Mid Penn Financial Statements have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operationsor will be prepared in accordance with GAAP, and statement of cash flows of (including the related notes where applicable) fairly present, or will fairly present, in each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct case in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of Mid Penn and the Target Companies Mid Penn Subsidiaries on a consolidated basis as of and for the respective periods covered by such statementsending on the dates thereof (subject in the case of the unaudited interim statements to normal year-end adjustments), in accordance with GAAP consistently applied through during the periods covered therebyinvolved, except as indicated in the notes thereto and except in the case of any unaudited statements to normal recurring audit adjustments. (c) At the date of each balance sheet included in the Mid Penn Financial Statements, neither Mid Penn nor Mid Penn Bank has had or will have any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Mid Penn Financial Statements or Mid Penn Regulatory Reports or in the footnotes thereto that are not fully reflected or reserved against therein or fully disclosed thereinin a footnote thereto and except in the case of any unaudited statements to normal, recurring audit adjustments and, in the case of Mid Penn Regulatory Reports, the Interim Company Financial Statementsabsence of footnotes. (d) The records, systems, controls, data and information of Mid Penn and the Mid Penn Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Mid Penn or any Mid Penn Subsidiary (including all means of access thereto and therefrom), except for yearany non-end adjustments, tax accruals, exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the omission system of footnote disclosures required by GAAP. internal accounting controls described below in this Section 5.5(d). Mid Penn (bi) The Company has implemented and maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates control over financial reporting that are sufficient is designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of their its financial statements for external purposes in accordance with GAAP. The Company , (ii) has not identified or been implemented and maintains disclosure controls and procedures to ensure that material information relating to Mid Penn, including its consolidated Mid Penn Subsidiaries, is made aware known to the chief executive officer and the chief financial officer of Mid Penn by others within those entities, and (iiii) has disclosed, based on its most recent evaluation prior to the date hereof, to Mid Penn’s outside auditors and the audit committee of Mid Penn’s Board of Directors (A) any significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by the Companycontrol over financial reporting that are reasonably likely to adversely affect Mid Penn’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves the management of the Company or any personnel other employees who have a significant role in the preparation of the Company Financial Statements or the Mid Penn’s internal accounting controls utilized over financial reporting. These disclosures (if any) were made in writing by the Companymanagement to Mid Penn’s auditors and audit committee and a copy has previously been made available to Riverview. (e) Since December 31, or 2018, (iiii) any claim or allegation regarding neither Mid Penn nor any of the foregoingMid Penn Subsidiaries nor, to the Knowledge of Mid Penn, any director, officer, employee, auditor, accountant or representative of Mid Penn or any Mid Penn Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Mid Penn or any Mid Penn Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Mid Penn or any Mid Penn Subsidiary has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Mid Penn or any Mid Penn Subsidiary, whether or not employed by Mid Penn or any Mid Penn Subsidiary, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Mid Penn or any of its officers, directors, employees or agents to the Board of Directors of Mid Penn or any committee thereof or to any director or officer of Mid Penn. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies The Sellers have furnished the Purchaser with true, correct and complete copies of (i) the balance sheet of the audited consolidated balance sheetsCompany as at December 31, consolidated 2020 (the “Balance Sheet Date”), December 31, 2019, and December 31, 2018, the related statements of income, consolidated statements of membersstockholders’ equityequity and cash flows, retained earnings and consolidated statements of cash flows and notes to consolidated changes in financial statements (together with any supplementary information thereto) of the Target Companies as of and position for the fiscal years ended December 31, 2020 2020, December 31, 2019, and 2021 December 31, 2018, and (ii) the interim balance sheet of the Company as at September 30, 2021, and the related interim statements of income, stockholders’ equity and cash flows, retained earnings and changes in financial position for the nine (9) months then ended (the interim statements referred to in this clause (ii) being referred to as the “Annual Company Interim Financial Statements”). The financial statements referred to in clauses (i) and (ii) above (collectively, the “Financial Statements”), except as described therein, have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained prepared in accordance with the historical accounting practices of the Company’s normal and customary practices. The Company Financial Statements present fairly, consistently applied throughout the periods indicated in all material respects, except that the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, Interim Financial Statements may be subject to year-end adjustments in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case historical accounting practices of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPCompany. (b) The Company maintains books and records reflecting its assets and liabilities that are accurate and complete in all material respects, and a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient designed to provide reasonable assurance regarding the reliability of financial reporting and the that: (i) transactions are executed with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of their its financial statements in accordance with GAAP. The Company has not identified or been made aware the historical accounting practices of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, consistently applied, and to maintain accountability for assets, (iiiii) any fraudaccess to its assets is permitted only in accordance with the management’s general or specific authorization, whether or not material, that involves (iv) all transactions are executed with management’s authorization and accurately recorded in the management of the Company or any personnel who have a role in correct period as necessary to permit the preparation of the Financial Statements, and (v) all material information concerning the Company Financial Statements or is made known on a timely basis to the internal accounting controls utilized by individuals responsible for the Company, or (iii) any claim or allegation regarding any preparation of the foregoingFinancial Statements. Since the Balance Sheet Date, the Company has not effected any change in any method of accounting or keeping of books of account or accounting practice, except for any such change required because of a concurrent change in GAAP. (c) Except as described in Section 3.6(c) 3.08(a), the balance sheets of the Disclosure Schedule contains a true, Company referred to in Section 3.08(a)(i) and (ii) are true and correct and complete list fairly present, in all material respects, the financial position of the Contracts for Company as at their respective dates, and the related statements of income, stockholders’ equity and cash flows, retained earnings and changes in financial position are true and correct and fairly present, in all Indebtedness for borrowed money material respects, the results of operations, stockholders’ equity and cash flows of the Target Companies Company and the changes in its financial position for the periods indicated. (d) The Company does not have any claims or Liabilities, whether primary or secondary, direct or indirect, absolute, accrued, contingent or otherwise, except for (i) claims or Liabilities set forth in the balance sheet of the Company as at the Balance Sheet Date, and (ii) accounts payable to trade creditors and accrued expenses incurred subsequent to the Balance Sheet Date in the ordinary course of business consistent with past practice and that are not and would not reasonably be expected to be, individually or in the aggregate, otherwise material to the Company. As of the date hereof, the Company has no Liabilities for Indebtedness except as set forth in Section 3.08(d) of the Seller Disclosure Letter. (e) The Company is not a party to, or has any commitment to become a party to, any off balance sheet arrangement, including any “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S‑K promulgated by the Securities and Exchange Commission). During and with respect to the time periods or dates reflected on the Financial Statements, none of the Sellers or the Company has received any written material complaint, allegation, assertion or claim regarding deficiencies with respect to the Company in the accounting practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material written complaint, allegation, assertion or claim that the Sellers or the Company has engaged in legally-improper accounting practices with respect to the Company.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoAttached hereto as SCHEDULE 3.6(a) of the Target Companies as Disclosure Schedules are the consolidated audited balance sheets of and the Parent for the years ended December 31, 2020 2005, 2004 and 2021 2003, the related consolidated audited statements of income and retained earnings and cash flows for the years ended December 31, 2005, 2004 and 2003 (collectively, the "AUDITED FINANCIAL STATEMENTS"), and the consolidated unaudited balance sheet of the Parent as of March 31, 2006 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies "LATEST BALANCE SHEET") and the related statements of the unaudited balance sheet, statement of operations, income and statement of retained earnings and cash flows of each Target Company as of and for the five (5)-month three-month period ended on May March 31, 2022 2006 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Audited Financial Statements, the “Company Financial Statements”) have been provided to Purchaser"FINANCIAL STATEMENTS"). The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained (i) were prepared in accordance with GAAP (except, in the Company’s case of unaudited financial statements, for the absence of footnote disclosures and other presentation items and changes resulting from normal year-end adjustments, which are not material), and customary practices. The Company Financial Statements (ii) present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated position, results of operations and cash flows of the Target Companies Parent on a consolidated basis as of such dates and for the periods covered by then ended. Except as disclosed on SCHEDULE 3.6(a) of the Disclosure Schedules, the value of the inventory reflected on the 2005 Balance Sheet would not materially differ from that value reflected on the 2005 Balance Sheet were the cost of such statementsinventory calculated using the average cost method. (b) Attached hereto as SCHEDULE 3.6(b) of the Disclosure Schedules are (i) the unaudited balance sheets, and related statements of income, of the Company (excluding the Excluded Assets) as of, and for the years ended, December 31, 2005 and 2004, and the unaudited balance sheet, and related statement of income, of the Company (excluding the Excluded Assets) as of, and for the three-month period ended, March 31, 2006 (collectively, the "COMPANY UNAUDITED FINANCIAL STATEMENTS"), and (ii) the unaudited balance sheets, and related statements of income, of the Excluded Facilities, the Excluded Assets and the Excluded Liabilities as of, and for the years ended, December 31, 2005 and 2004, and the unaudited balance sheet, and related statement of income, of the Excluded Facilities, the Excluded Assets and the Excluded Liabilities as of, and for the three-month period ended, March 31, 2006 (the "EXCLUDED ASSETS 12 UNAUDITED FINANCIAL STATEMENTS" and together with the Company Unaudited Financial Statements, the "COMPANY AND EXCLUDED ASSETS FINANCIAL STATEMENTS"). The Company and Excluded Assets Financial Statements were prepared in good faith in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, (except for the absence of footnote disclosures and other presentation items and changes resulting from normal year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, ) and were prepared in a manner that involves is consistent with the management Schedule of Excluded Assets and Excluded Liabilities set forth in SCHEDULE 1.5 of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingDisclosure Schedules. (c) Section Except as set forth in SCHEDULE 3.6(c) of the Disclosure Schedule contains Schedules, the Company has no material liability or obligation of any nature, whether due or to become due, absolute, contingent or otherwise, except (i) to the extent reflected on the Financial Statements, (ii) liabilities incurred in the ordinary course of business after December 31, 2005 that would not reasonably be expected to have a true, correct Material Adverse Effect and complete list (iii) any other liabilities that would not reasonably be expected to have a Material Adverse Effect. There are no obligations or liabilities of the Contracts for all Indebtedness for borrowed money Company relating to the Excluded Facilities other than the Excluded Liabilities. (d) The Parent is a "holding company" that neither owns, licenses, leases or otherwise has rights to any assets or properties or other rights, except its ownership of the Target Companies as of the date hereofLLC Interests.