Common use of Financial Statements Clause in Contracts

Financial Statements. The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effect.

Financial Statements. The audited and unaudited consolidated financial statements (includingof the Company, together with the related schedules and notes thereto, set forth or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, the related notes thereto) of the Company included (or incorporated by reference) and present fairly in the Company SEC Documents all material respects (i) have been prepared from, are in accordance with, and accurately reflect the books and records financial condition of the Company and its Subsidiaries in all material respects, consolidated subsidiaries as of the dates indicated and (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position results of operations, stockholders’ equity and changes in cash flows of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows subsidiaries for the periods presented therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles, consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments). The historical consolidated financial statements of (i) Hunter Disposal, LLC (the “Target”), together with the related schedules and (iv) complied as to form notes thereto set forth or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package comply in all material respects with the applicable accounting requirements of the Securities Act and the published Exchange Act, as applicable, and present fairly in all material respects (i) the financial condition of the Target as of the dates indicated and (ii) the consolidated results of operations, stockholders’ equity and changes in cash flows of the Target for the periods therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles, consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments). There are no other financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package; and the Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement, the Disclosure Package and the Prospectus; and all disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC Commission) comply with respect thereto. Access Regulation G of the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act, to assets is permitted only in accordance with management’s general or specific authorizationthe extent applicable, and present fairly in all material respects the recorded accountability for assets is compared with existing assets at reasonable intervals information shown therein and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effectbasis for using such measures.

Financial Statements. The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company WSFS Financial Statements included (or incorporated by reference) reference in the Company WSFS SEC Documents Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with, with the Books and accurately reflect the books and records Records of the Company and its Subsidiaries in all material respectsWSFS Entities, (ii) have been prepared in accordance with generally accepted GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in the United States (“GAAP”) (each case, consistently applied except as may be otherwise indicated in the notes thereto or, in and except with respect to the case interim financial statements for the omission of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, footnotes and (iii) fairly present in all material respects the consolidated financial position condition of the Company and its Subsidiaries WSFS Entities as of their the respective dates, dates set forth therein and the consolidated income, stockholders equity, results of operations operations, stockholders’ equity and changes in consolidated financial position or cash flows of the WSFS Entities for the respective periods presented therein (subjectset forth therein, subject in the case of the unaudited interim financial statements, statements to the absence of footnotes and normal course year-end audit adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and (iv) complied as to form complete in all material respects respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only SEC, in accordance with management’s general or specific authorizationeach case, consistently applied except as may be otherwise indicated in the notes thereto and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken except with respect to any differences. Except unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as described of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the Company SEC Documents, since the case of unaudited financial statements to year-end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effectadjustments.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company CenterState and its Subsidiaries included (or incorporated by reference) in the Company CenterState SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company CenterState and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company CenterState and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of CenterState and its Subsidiaries have been, since January 1, 2016, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has not resigned (or informed CenterState that it intends to resign) or been dismissed as independent public accountants of CenterState as a result of or in connection with respect to any differences. disagreements with CenterState on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on CenterState, neither CenterState nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except (i) for those liabilities that are reflected or reserved against on the consolidated balance sheet of CenterState included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (including any notes thereto), (ii) for liabilities incurred in the Ordinary Course of Business consistent with past practice since December 31, 2017, or (iii) in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of CenterState 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 CenterState or its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on CenterState. CenterState (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to CenterState, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of CenterState by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to CenterState’s outside auditors and the audit committee of CenterState’s board of directors (Ax) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CenterState’s ability to record, process, summarize and report financial information, and (y) to the knowledge of CenterState, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the CenterState’s internal control controls over financial reporting. To the knowledge of CenterState, there is no reason to believe that CenterState’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither CenterState nor any of its Subsidiaries, nor, to the knowledge of CenterState, any director, executive officer, auditor, accountant or representative of CenterState or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of CenterState, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CenterState or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that CenterState or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing CenterState or any of its Subsidiaries, whether or not employed by CenterState or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by CenterState or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the board of directors of CenterState or any committee thereof or to the knowledge of CenterState, to any director or officer of CenterState.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Charter and CharterBank included (or incorporated by reference) in Charter SEC Reports (including the Company SEC Documents related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Charter and its Subsidiaries in all material respectsCharterBank, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Charter and CharterBank for the Company respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and its Subsidiaries amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Charter and CharterBank have been, since January 1, 2016, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has not resigned (or informed Charter that it intends to resign) or been dismissed as independent public accountants of Charter as a result of or in connection with any disagreements with Charter on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the recorded accountability for assets is compared with existing assets at reasonable intervals aggregate, a Material Adverse Effect on Charter, neither Charter nor CharterBank has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and appropriate action is taken whether due or to become due), except, (i) with respect to Charter and CharterBank, for those liabilities that are reflected or reserved against on the consolidated balance sheet of Charter included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2017 (including any differences. Except as described notes thereto), (ii) for liabilities incurred in the Company SEC DocumentsOrdinary Course of Business consistent with past practice since December 31, since 2017, or (iii) in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Charter and CharterBank 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 Charter or CharterBank 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on Charter. Charter (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Charter, including CharterBank, is made known to the chief executive officer and the chief financial officer of Charter by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Charter’s outside auditors and the audit committee of the Charter Board of Directors (Ax) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Charter’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Charter, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Charter’s internal control controls over financial reportingreporting (copies of such items in subsections (x) and (y) have previously been made available by Charter to CenterState). To the knowledge of Charter, there is no reason to believe that Charter’s chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither Charter nor CharterBank, nor, to the knowledge of Charter, any director, executive officer, auditor, accountant or representative of Charter or CharterBank, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Charter, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Charter or CharterBank or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Charter or CharterBank has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Charter or CharterBank, whether or not employed by Charter or CharterBank, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Charter or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Charter or any committee thereof or to the knowledge of Charter, to any director or officer of Charter.

Financial Statements. (a) The audited and unaudited consolidated financial statements of SIC and its Subsidiaries included in the SIC SEC Reports (including, as applicable, including the related notes theretonotes, where applicable) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company SIC and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company SIC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments immaterial in nature and amount), (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Access . (b) Neither SIC nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to assets be reflected or reserved for in a balance sheet (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SIC included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and for liabilities and obligations incurred in a commercially reasonable manner and in the ordinary course of business consistent with past practice since the date of such balance sheet. (c) SIC has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is permitted designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of SIC and its Subsidiaries are being made only in accordance with management’s general or specific authorizationauthorizations of SIC management and the SIC Board, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end (iii) regarding prevention or timely detection of the Companyunauthorized acquisition, use or disposition of SIC and each of SIC’s Subsidiaries’ assets that could have a material effect on SIC’s consolidated financial statements. SIC has disclosed, based on its most recent audited fiscal year, there has been (A) no material weakness in the Company’s evaluation of such internal control over financial reporting prior to the date of this Agreement, to SIC’s auditors and the audit committee of the SIC Board and in Section 4.6(c) of the SIC Disclosure Schedule (whether or not remediatedx) any significant deficiency and (B) no change material weakness in the Companydesign or operation of SIC’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affectadversely affect SIC’s ability to record, the Companyprocess, summarize or report financial information, and (y) any fraud, whether or not material, that involves SIC management or other employees of SIC or any SIC Subsidiary who have a significant role in SIC’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by For purposes of this Agreement, the Audit Committee terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Board Accounting Oversight Board, as in effect on the date of this Agreement. (d) SIC’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the “Audit Committee”Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by SIC in accordance the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to SIC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of SIC required under the Exchange Act with respect to such reports. SIC’s management has completed an assessment of the effectiveness of SIC’s disclosure controls and procedures and, to the extent required by Applicable Law, presented in any applicable SIC SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (e) Since December 31, 2014, SIC and its principal executive officer and principal financial officer of SIC have complied in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Exchange Act. The Company has not publicly disclosed or reported to principal executive officer and the Audit Committee or to the board principal financial officer of directors SIC have made all certifications required by Sections 302 and 906 of the Company any material weaknessS▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to each SIC SEC Report, change and the statements contained in internal control over such certifications were true and correct on the date such certifications were made. For purposes of the preceding sentence, “principal executive officer” and “principal financial reporting or fraud involving management or other employees who officer” shall have a significant role the meanings given to such terms in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse EffectS▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Financial Statements. (a) The audited and unaudited consolidated financial statements of SIC and its Subsidiaries included in the SIC SEC Reports (including, as applicable, including the related notes theretonotes, where applicable) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company SIC and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company SIC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments immaterial in nature and amount), (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Access . (b) Neither SIC nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to assets be reflected or reserved for in a balance sheet (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SIC included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and for liabilities and obligations incurred in a commercially reasonable manner and in the ordinary course of business consistent with past practice since the date of such balance sheet. (c) SIC has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is permitted designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of SIC and its Subsidiaries are being made only in accordance with management’s general or specific authorizationauthorizations of SIC management and the SIC Board, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end (iii) regarding prevention or timely detection of the Companyunauthorized acquisition, use or disposition of SIC and each of SIC’s Subsidiaries’ assets that could have a material effect on SIC’s consolidated financial statements. SIC has disclosed, based on its most recent audited fiscal year, there has been (A) no material weakness in the Company’s evaluation of such internal control over financial reporting prior to the date of this Agreement, to SIC’s auditors and the audit committee of the SIC Board and in Section 4.6(c) of the SIC Disclosure Schedule (whether or not remediatedx) any significant deficiency and (B) no change material weakness in the Companydesign or operation of SIC’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affectadversely affect SIC’s ability to record, the Companyprocess, summarize or report financial information, and (y) any fraud, whether or not material, that involves SIC management or other employees of SIC or any SIC Subsidiary who have a significant role in SIC’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by For purposes of this Agreement, the Audit Committee terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Board Accounting Oversight Board, as in effect on the date of this Agreement. (d) SIC’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the “Audit Committee”Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by SIC in accordance the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to SIC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of SIC required under the Exchange Act with respect to such reports. SIC’s management has completed an assessment of the effectiveness of SIC’s disclosure controls and procedures and, to the extent required by Applicable Law, presented in any applicable SIC SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (e) Since December 31, 2014, SIC and its principal executive officer and principal financial officer of SIC have complied in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Exchange Act. The Company has not publicly disclosed or reported to principal executive officer and the Audit Committee or to the board principal financial officer of directors SIC have made all certifications required by Sections 302 and 906 of the Company any material weakness▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to each SIC SEC Report, change and the statements contained in internal control over such certifications were true and correct on the date such certifications were made. For purposes of the preceding sentence, “principal executive officer” and “principal financial reporting or fraud involving management or other employees who officer” shall have a significant role the meanings given to such terms in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effect▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Financial Statements. (a) The audited and unaudited consolidated financial statements of Parent and its Subsidiaries included in (x) Parent’s Annual Report on Form 10-K for the year ended December 31, 2018 and (y) Parent’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2019 (including, as applicablein each case, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Documents notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Parent and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Parent and its Subsidiaries for the respective fiscal periods or as of their the respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented dates therein set forth (subject, subject in the case of the unaudited financial statements, statements referenced in clause (y) above to the absence of footnotes and normal course year-end audit adjustmentsadjustments normal in nature and amount), (iii) and (iv) complied complied, as to form of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only thereto and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Parent and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements and reflect only actual transactions. KPMG LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with respect to any differences. disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Parent, neither Parent nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Parent included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business since March 31, 2019, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Parent 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 Parent or its Subsidiaries or their 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, individually or in the aggregate, a Material Adverse Effect on Parent. Parent (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Parent’s outside auditors and the audit committee of Parent’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Parent’s internal control controls over financial reporting. As of the date of this Agreement, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Parent or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Parent or any committee thereof or, to the knowledge of Parent, to any director or officer of Parent.

Financial Statements. The audited and unaudited Each of the consolidated financial statements (including, as applicablein each case, the any related notes thereto) of the Company included (or incorporated by reference) contained in the Company Parent SEC Documents Reports (as amended prior to the date of this Agreement) (the “Parent Financials”): (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries complied as to form in all material respectsrespects with the published rules and regulations of the SEC with respect thereto, (ii) have been was prepared in accordance with generally accepted accounting principles in GAAP applied on a consistent basis throughout the United States (“GAAP”) periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q of Q, 8-K or any successor form under the SEC) applied on a consistent basis throughout the periods involvedExchange Act), and (iii) fairly present presented, in all material respects respects, the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of their at the respective dates, dates thereof and the consolidated income, stockholders equity, results of Parent’s operations and changes in consolidated financial position or cash flows for the periods presented therein indicated (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied , as to form in all material respects with applicable accounting requirements permitted by GAAP and the published applicable rules and regulations promulgated by the SEC). The balance sheet of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described Parent contained in the Company Parent SEC DocumentsReports as of April 29, since 2006, is hereinafter referred to as the end of the Company’s most recent audited fiscal year, there has been “Parent Balance Sheet.” Other than liabilities (A) no material weakness disclosed in the Company’s internal control over financial reporting (whether Parent Financials or not remediated) and (B) no change incurred since the date of the Parent Balance Sheet in the Company’s internal control over financial reporting that ordinary course of business consistent with past practice, neither Parent nor any of its Subsidiaries has materially affectedany liabilities (absolute, accrued, contingent or is reasonably likely otherwise) of a nature required by GAAP to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly be disclosed on a consolidated balance sheet or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reportingnotes thereto which, any violation of, individually or failure to comply with, in the U.S. securities laws, or any matter which if determined adverselyaggregate, would be reasonably expected to have a Material Adverse EffectEffect on Parent. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

Financial Statements. The audited and Borrower has furnished to Agent: (a) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of business on Balance Sheet Date and the related unaudited consolidated statement of income and cash flow as of the close of business on Balance Sheet Date certified by the chief financial statements officer, treasurer or other senior financial officer of the REIT reasonably acceptable to Agent, (b) as of the Closing Date, an unaudited statement of Net Operating Income for each of the Unencumbered Properties for the period ending on the Balance Sheet Date, reasonably satisfactory in form to the Agent and certified by the chief financial officer, treasurer or other senior financial officer of the REIT reasonably acceptable to Agent as fairly presenting the Net Operating Income for such Unencumbered Properties for such periods, and (c) certain other financial information relating to the Borrower, the Guarantors, if any, and the Real Estate (including, as applicablewithout limitation, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, Unencumbered Properties). Such balance sheet and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii) statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) GAAP and fairly present in all material respects the consolidated financial position condition of the Company Borrower and its Subsidiaries as of their respective dates, such dates and the consolidated income, stockholders equity, results of the operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statementsBorrower and its Subsidiaries for such periods, subject to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements adjustments and the published rules and regulations absence of footnotes. There are no liabilities, contingent or otherwise, of the SEC with respect thereto. Access Borrower or any of its Subsidiaries involving material amounts that are required by GAAP to assets is permitted only be disclosed in accordance with management’s general or specific authorization, such financial statements that are not disclosed in said financial statements and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effectrelated notes thereto.

Financial Statements. The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii) The QLT Financial Statements have been prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a basis consistent with those of previous periods and in the United States (“GAAP”) (accordance with applicable Laws except as may be indicated otherwise stated in the notes thereto or, to such statements or in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company auditor's report thereon and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the QLT unaudited financial statementsInterim Financial Statements, to the absence of footnotes and normal course year-year end audit adjustments) , which are not material to QLT and the QLT Subsidiaries, taken as a whole, individually or in the aggregate, and may omit notes which are not material and are not required by applicable Laws or U.S. GAAP. The QLT Financial Statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations, changes in shareholders' equity and cash flows of QLT and the QLT Subsidiaries as of the respective dates thereof and for the respective periods set forth therein. There are no outstanding loans made by QLT or any of the QLT Subsidiaries to any director or officer of QLT. All of such documents in the QLT Public Disclosure Record (iv) including any financial statements included or incorporated by reference therein), as of the respective dates (and as of the date of any amendment to the respective document in the QLT Public Disclosure Record), complied as to form in all material respects with the applicable accounting requirements of the 1933 Securities Act and the published rules ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. (ii) QLT has designed such disclosure controls and regulations procedures, or caused them to be designed under the supervision of the SEC with respect thereto. Access Chairman of the QLT Executive Transition Committee and Chief Financial Officer of QLT, to assets provide reasonable assurance that material information relating to QLT is permitted only made known to such officers by others within QLT and the QLT Subsidiaries, particularly during the period in which the "annual filings" or "interim filings" (as defined in National Instrument 52-109) are being prepared. (iii) QLT has designed such internal controls over financial reporting, or caused them to be designed under the supervision of the Chairman of the QLT Executive Transition Committee and Chief Financial Officer of QLT, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with management’s general or specific authorizationU.S. GAAP. To the knowledge of QLT, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described since December 31, 2011: (i) there have been no significant deficiencies in the Company SEC Documentsdesign or operation of, since or material weaknesses in, the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control controls over financial reporting of QLT that are reasonably likely to adversely affect QLT's ability to record, process, summarize and report financial information, and (ii) there is and has been no fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affectedmaterial, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or any other employees who have a significant role in the internal control over financial reportingreporting of QLT. To the knowledge of QLT, since December 31, 2011, QLT has received no (x) complaints from any violation ofsource regarding accounting, internal accounting controls or failure to comply with, the U.S. securities laws, auditing matters or any matter which if determined adversely, would have a Material Adverse Effect(y) written reports from employees of QLT regarding questionable accounting or auditing matters.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present the consolidated statements of operations, statements of comprehensive income, cash flows, changes in all material respects the shareholders’ equity and consolidated financial position of the Company and its Subsidiaries for the fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Company and its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, and ▇▇▇▇ ▇▇▇▇▇ LLP has not resigned (or informed the recorded accountability for assets Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither the Company nor any of its Subsidiaries has incurred or is compared with existing assets at reasonable intervals and appropriate action is taken with respect subject to any differences. Except as described in liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness included in the Company’s internal control over financial reporting Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (whether or not remediatedincluding any notes thereto), (ii) and (B) no change liabilities incurred in the Company’s internal control over financial reporting that has materially affectedordinary course of business consistent with past practice since December 31, 2020 which have been Previously Disclosed, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”iii) in accordance connection with this Agreement and the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effecttransactions contemplated hereby.

Financial Statements. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements (including, as applicable, the related notes thereto) of the Company Parent and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Parent’s Registration Statement on Form S-1 (i) have been prepared from, are from and in accordance with, and accurately reflect with the books and records of Parent and its Subsidiaries, (ii) fairly present in all material respects the Company consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein (subject in all material respectsthe case of unaudited statements to recurring year-end audit adjustments), and (iiiii) have been prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved (except in the United States (“GAAP”) (except case of unaudited statements for the absence of footnotes and other presentation items), except, in each case, as may be indicated in such statements or in the notes thereto or, and in the case of unaudited statements, as permitted by Form 10-Q applicable financial reporting requirements. Since January 1, 2009, the books and records of the SEC) applied on Parent and its Subsidiaries have been, and are being, maintained in a consistent basis throughout the periods involved, (iii) fairly present manner necessary to permit preparation of Parent’s financial statements in all material respects the consolidated financial position of the Company in accordance with GAAP and its Subsidiaries as of their respective datesin accordance, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects respects, with applicable accounting requirements and the published rules and regulations legal requirements. As of the SEC with respect thereto. Access date of this Agreement, PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Parent nor any of its Subsidiaries has any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to assets is permitted only become due) of the type required to be recorded on a balance sheet prepared in accordance with management’s general GAAP, or specific authorizationwould be disclosed in the related notes, except for (i) those liabilities and obligations that are reflected or reserved against on the consolidated balance sheet of Parent included in its Registration Statement on Form S-1 as filed with the SEC prior to the date of this Agreement; (ii) liabilities and obligations incurred in the ordinary course of business since December 31, 2010 or as a result of this Agreement and the recorded accountability for assets transactions contemplated hereby; or (iii) liabilities and obligations disclosed in the Parent Disclosure Schedule. Neither Parent nor any of its Subsidiaries is compared with existing assets at reasonable intervals and appropriate action is taken with respect a party to any differences. Except “off-balance sheet arrangements” as described defined in the Company SEC Documents, since the end Item 303(a)(4) of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effect.Regulation S-K.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Fifth Third and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Fifth Third Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Fifth Third and its Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Fifth Third and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Fifth Third and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. Since December 31, 2022, no independent public accounting firm of Fifth Third has resigned (or informed Fifth Third that it intends to resign) or been dismissed as independent public accountants of Fifth Third as a result of or in connection with respect to any differences. disagreements with Fifth Third on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Fifth Third, neither Fifth Third nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Fifth Third included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2025, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Fifth Third 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 Fifth Third or its Subsidiaries 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 Fifth Third. Fifth Third (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Fifth Third, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Fifth Third by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Fifth Third’s outside auditors and the audit committee of Fifth Third’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Fifth Third’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Fifth Third’s internal control controls over financial reporting. These disclosures were made in writing by management to Fifth Third’s auditors and audit committee. There is no reason to believe that Fifth Third’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when due in the future. (d) Since January 1, 2023, (i) neither Fifth Third nor any of its Subsidiaries, nor, to the knowledge of Fifth Third, any director, officer, auditor, accountant or representative of Fifth Third 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Fifth Third or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fifth Third or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Fifth Third or any of its Subsidiaries, whether or not employed by Fifth Third or any of its Subsidiaries, has reported evidence of a material violation ofof securities laws or banking laws, breach of fiduciary duty or similar violation by Fifth Third or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Fifth Third or any committee thereof or the Board of Directors or similar governing body of any Fifth Third Subsidiary or any committee thereof, or failure to comply withthe knowledge of Fifth Third, the U.S. securities laws, to any director or officer of Fifth Third or any matter which if determined adversely, would have a Material Adverse EffectFifth Third Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company South State and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents South State Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company South State and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company South State and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of South State and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. Since December 31, 2017, no independent public accounting firm of South State has resigned (or informed South State that it intends to resign) or been dismissed as independent public accountants of South State as a result of or in connection with respect to any differences. disagreements with South State on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on South State, neither South State nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of South State included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2019, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of South State 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 South State or its Subsidiaries 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 South State. South State (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to South State, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of South State by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to South State’s outside auditors and the audit committee of South State’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect South State’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the South State’s internal control controls over financial reporting. These disclosures were made in writing by management to South State’s auditors and audit committee. South State has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2017, (i) neither South State nor any of its Subsidiaries, nor, to the knowledge of South State, any Representative of South State 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of South State or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that South State or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing South State or any of its Subsidiaries, whether or not employed by South State or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by South State or any matter which if determined adverselyof its Subsidiaries or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of South State or any committee thereof or the Board of Directors or similar governing body of any South State Subsidiary or any committee thereof, or to the knowledge of South State, to any director or officer of South State or any South State Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company IBTX and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents IBTX Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company IBTX and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company IBTX and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. Since December 31, 2016, no independent public accounting firm of IBTX has resigned (or informed IBTX that it intends to resign) or been dismissed as independent public accountants of IBTX as a result of or in connection with any disagreements with IBTX on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on IBTX, neither IBTX nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of IBTX included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of IBTX 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 of IBTX or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on IBTX. IBTX (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to IBTX, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of IBTX by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent evaluation prior to the recorded accountability for assets is compared with existing assets at reasonable intervals date hereof, to IBTX’s outside auditors and appropriate action is taken with respect to the audit committee of IBTX’s Board of Directors (i) any differences. Except as described significant deficiencies and material weaknesses in the Company SEC Documents, since the end design or operation of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect IBTX’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the IBTX’s internal control controls over financial reporting. These disclosures were made in writing by management to IBTX’s auditors and audit committee and true, correct and complete copies of such disclosures have previously been made available by IBTX to TCBI. There is no reason to believe that IBTX’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2017, (i) neither IBTX nor any of its Subsidiaries, nor, to the knowledge of IBTX, any director, officer, auditor, accountant or representative of IBTX 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of IBTX or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that IBTX or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing IBTX or any of its Subsidiaries, whether or not employed by IBTX or any of its Subsidiaries, has reported evidence of a material violation ofof securities laws or banking laws, breach of fiduciary duty or similar violation by IBTX or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of IBTX or any committee thereof or the Board of Directors or similar governing body of any IBTX Subsidiary or any committee thereof, or failure to comply withthe knowledge of IBTX, the U.S. securities laws, to any director or officer of IBTX or any matter which if determined adversely, would have a Material Adverse EffectIBTX Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, of Coursera and the related notes thereto) of the Company Coursera Subsidiaries included (or incorporated by reference) in the Company Coursera SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of Coursera and the Company and its Subsidiaries in all material respectsCoursera Subsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Coursera and the Company Coursera Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and its Subsidiaries amount and not otherwise material, individually or in the aggregate), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Coursera and the Coursera Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements and reflect only actual transactions. Since December 31, 2021, no independent public accounting firm of Coursera has resigned (or informed ▇▇▇▇▇▇▇▇ that it intends to resign) or been dismissed as independent public accountants of Coursera as a result of or in connection with respect to any differences. disagreements with Coursera on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Coursera, neither Coursera nor any Coursera Subsidiary has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Coursera included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (including any notes thereto) and for liabilities incurred, whether known or unknown, fixed or variable, or asserted or unasserted, in the ordinary course of business consistent with past practice since December 31, 2024, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Coursera and the Coursera 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 of Coursera or the Coursera Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on Coursera. Coursera (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Coursera, including the Coursera Subsidiaries, is made known to the chief executive officer and the chief financial officer of Coursera by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Coursera’s outside auditors and the audit committee of Coursera’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Coursera’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Coursera’s internal control controls over financial reportingreporting and (z) has established and maintains a system of internal accounting controls with respect to Coursera and the Coursera Subsidiaries designed to provide assurance regarding the reliability of financial reporting and pursuant to such system of internal accounting controls, transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP. These disclosures were made in writing by management to Coursera’s auditors and audit committee. There is no reason to believe that Coursera’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2022, (i) neither Coursera nor any Coursera Subsidiary, nor, to the knowledge of Coursera, any director, officer, auditor, accountant or Representative of Coursera or any Coursera 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 (including with respect to reserves, write-downs, charge-offs and accruals) of Coursera or any Coursera Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Coursera or any Coursera Subsidiary has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Coursera or any Coursera Subsidiary, whether or not employed by Coursera or any Coursera Subsidiary, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Coursera or any matter which if determined adverselyCoursera Subsidiary or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Coursera or any committee thereof or the Board of Directors or similar governing body of any Coursera Subsidiary or any committee thereof, or to the knowledge of Coursera, to any director or officer of Coursera or any Coursera Subsidiary.

Financial Statements. The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) reference in the Company SEC Documents (i) have been prepared fromrequired to be filed by the Company with the SEC pursuant to the Exchange Act within the last 24 months, are together with the related notes and schedules, present fairly, in accordance withall material respects, and accurately reflect the books and records consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in all material respects, (ii) stockholders’ equity of the Company for the periods specified and have been prepared in accordance compliance with the requirements of the Securities Act and Exchange Act (as applicable) and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as may be indicated in the notes thereto orare noted therein, (ii) in the case of unaudited interim financial statements, as permitted to the extent such financial statements may not include footnotes required by Form 10-Q of GAAP or may be condensed or summary statements, and (iii) such adjustments that are not material, either individually or in the SECaggregate) applied on a consistent basis throughout during the periods involved, (iii) fairly present in all material respects ; the consolidated other financial position of and statistical data with respect to the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position contained or cash flows for the periods presented therein (subject, incorporated by reference in the case SEC Documents required to be filed by the Company with the SEC pursuant to the Exchange Act within the last 24 months are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the unaudited Company; there are no financial statements, statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Documents required to be filed by the Company with the SEC pursuant to the absence Exchange Act within the last 24 months that are not included or incorporated by reference as required; the Company and its Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Documents required to be filed by the Company with the SEC pursuant to the Exchange Act within the last 24 months (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents required to be filed by the Company with the SEC pursuant to the Exchange Act within the last 24 months regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of footnotes and normal course year-end audit adjustmentsthe SEC) and (iv) complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations Regulation G of the SEC with respect theretoExchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. Access to assets is permitted only The interactive data in accordance with management’s general eXtensible Business Reporting Language included or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described incorporated by reference in the SEC Documents required to be filed by the Company with the SEC Documents, since pursuant to the end of Exchange Act within the Company’s most recent audited fiscal year, there last 24 months fairly presents the information called for in all material respects and has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) prepared in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse EffectSEC’s rules and guidelines applicable thereto.

Financial Statements. (a) Innes Street has previously made available to ▇▇▇▇▇▇ Bancorp the Innes Street Regulatory Reports. The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Documents (i) Innes Street Regulatory Reports have been prepared from, are in all material respects in accordance withwith applicable regulatory accounting principles and practices throughout the periods covered by such statements, and accurately reflect the books and records of the Company and its Subsidiaries fairly present in all material respects, the consolidated financial position, results of operations and changes in shareholders' equity of Innes Street as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. (iib) Innes Street has previously made available to ▇▇▇▇▇▇ Bancorp the Innes Street Financials. The Innes Street Financials have been prepared in accordance with generally accepted accounting principles GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the United States (“GAAP”) (case of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Innes Street and Citizens Bank on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP applied on a consistent basis during the periods involved, except as may be indicated in the notes thereto orthereto, or in the case of unaudited statements, as permitted by Form 10-Q Q. (c) At the date of each balance sheet included in the SECInnes Street Financials or the Innes Street Regulatory Reports, Innes Street did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) applied on of a type required to be reflected in such Innes Street Financials or Innes Street Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dateswith past practice, and except for liabilities, obligations and loss contingencies which are within the consolidated income, stockholders equity, results subject matter of operations a specific representation and changes in consolidated financial position or cash flows for the periods presented therein (warranty herein and subject, in the case of the any unaudited financial statements, to normal, recurring audit adjustments and the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effectfootnotes.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company CenterState and its Subsidiaries included (or incorporated by reference) in the Company CenterState SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company CenterState and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company CenterState and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of CenterState and its Subsidiaries have been, since January 1, 2015, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has not resigned (or informed CenterState that it intends to resign) or been dismissed as independent public accountants of CenterState as a result of or in connection with respect to any differences. disagreements with CenterState on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on CenterState, neither CenterState nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except (i) for those liabilities that are reflected or reserved against on the consolidated balance sheet of CenterState included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017 (including any notes thereto), (ii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2017, or (iii) in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of CenterState 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 CenterState or its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on CenterState. CenterState (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to CenterState, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of CenterState by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to CenterState’s outside auditors and the audit committee of CenterState’s Board of Directors (Ax) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CenterState’s ability to record, process, summarize and report financial information, and (y) to the knowledge of CenterState, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the CenterState’s internal control controls over financial reporting. To the knowledge of CenterState, there is no reason to believe that CenterState’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2015, (i) neither CenterState nor any of its Subsidiaries, nor, to the knowledge of CenterState, any director, executive officer, auditor, accountant or representative of CenterState or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of CenterState, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CenterState or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that CenterState or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing CenterState or any of its Subsidiaries, whether or not employed by CenterState or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by CenterState or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of CenterState or any committee thereof or to the knowledge of CenterState, to any director or officer of CenterState.

Financial Statements. (a) CNYF has previously delivered to Niagara Bancorp the CNYF Regulatory Reports. The audited and unaudited consolidated financial statements (includingCNYF Regulatory Reports have been, as applicableor will be, the related notes thereto) of the Company included (or incorporated by reference) prepared in the Company SEC Documents (i) have been prepared from, are all material respects in accordance withwith applicable regulatory accounting principles and practices throughout the periods covered by such statements, and accurately reflect the books and records of the Company and its Subsidiaries fairly present, or will fairly present in all material respects, the consolidated financial position, results of operations and changes in shareholders' equity of CNYF as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. (iib) CNYF has previously delivered to Niagara Bancorp the CNYF Financials. The CNYF Financials have been been, or will be, prepared in accordance with generally accepted accounting principles GAAP, and (including the related notes where applicable) fairly present, or will fairly present, in each case in all material respects (subject in the United States (“GAAP”) (case of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of CNYF and the CNYF Subsidiaries as of and for the respective periods ending on the dates thereof, in accordance with GAAP applied on a consistent basis during the periods involved, except as may be indicated in the notes thereto orthereto, or in the case of unaudited statements, as permitted by Form 10-Q Q. (c) At the date of each balance sheet included in the SECCNYF Financials or the CNYF Regulatory Reports, CNYF did not have, or will not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) applied on of a type required to be reflected in such CNYF Financials or CNYF Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate and which are incurred in the ordinary course of business, consistent basis throughout with past practice and except for liabilities, obligations and loss contingencies which are within the periods involved, (iii) fairly present in all material respects the consolidated financial position subject matter of the Company a specific representation and its Subsidiaries as of their respective dates, warranty herein and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the any unaudited financial statements, to normal, recurring audit adjustments and the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effectfootnotes.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Synovus and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Synovus Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Synovus and its Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Synovus and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Synovus and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. Since December 31, 2022, no independent public accounting firm of Synovus has resigned (or informed Synovus that it intends to resign) or been dismissed as independent public accountants of Synovus as a result of or in connection with respect to any differences. disagreements with Synovus on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Synovus, neither Synovus nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Synovus included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2025, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Synovus 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 Synovus or its Subsidiaries 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 Synovus. Synovus (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Synovus, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Synovus by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Synovus’s outside auditors and the audit committee of Synovus’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Synovus’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Synovus’s internal control controls over financial reporting. These disclosures were made in writing by management to Synovus’s auditors and audit committee. There is no reason to believe that ▇▇▇▇▇▇▇’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when due in the future. (d) Since January 1, 2023, (i) neither Synovus nor any of its Subsidiaries, nor, to the knowledge of Synovus, any director, officer, auditor, accountant or representative of Synovus 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Synovus or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Synovus or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Synovus or any of its Subsidiaries, whether or not employed by Synovus or any of its Subsidiaries, has reported evidence of a material violation ofof securities laws or banking laws, breach of fiduciary duty or similar violation by Synovus or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Synovus or any committee thereof or the Board of Directors or similar governing body of any Synovus Subsidiary or any committee thereof, or failure to comply withthe knowledge of Synovus, the U.S. securities laws, to any director or officer of Synovus or any matter which if determined adversely, would have a Material Adverse EffectSynovus Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Boston Private and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Boston Private Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Boston Private and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Boston Private and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only thereto and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Boston Private and its Subsidiaries have since December 31, 2017 been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, except as would not reasonably be expected to have, either individually or in the recorded accountability for assets is compared aggregate, a Material Adverse Effect on Boston Private. Since December 31, 2017, no independent public accounting firm of Boston Private has resigned (or informed Boston Private that it intends to resign) or been dismissed as independent public accountants of Boston Private as a result of or in connection with existing assets at reasonable intervals any disagreements with Boston Private on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. The financial statements of Boston Private Bank included in the consolidated reports of condition and appropriate action is taken income (call reports) of Boston Private Bank complied, as of their respective dates of filing with the Federal Reserve Board and FDIC, in all material respects with applicable accounting requirements and with the published instructions of the Federal Financial Institutions Examination Council with respect to any differences. Except as described thereto. (b) The allowances for loan losses and for credit losses contained in the Company SEC Documentsconsolidated balance sheet of Boston Private included in its Quarterly Report on 10-Q for the fiscal quarter ended September 30, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) 2020 were established in accordance with the Exchange Act. The Company has not publicly disclosed or reported practices and experiences of Boston Private and its Subsidiaries, and are adequate under and in accordance with the requirements of GAAP and the applicable Governmental Entities to the Audit Committee or to the board provide for possible losses on loans (including accrued interest receivable) and credit commitments (including stand-by letters of directors credit) outstanding as of the Company any material weaknessdate of such balance sheet. Boston Private adopted and fully implemented CECL effective as of January 1, change 2020, other than for regulatory capital purposes. As used in internal control over financial reporting or fraud involving management or other employees who have this Agreement, “CECL” means Current Expected Credit Losses, a significant role in new credit loss accounting standard that was issued by the internal control over financial reportingFinancial Accounting Standards Boards on June 16, any violation of2016, or failure pursuant to comply withAccounting Standards Update (ASU) No. 2016, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse EffectTopic 326.

Financial Statements. The audited and unaudited consolidated financial statements (includingof Cummins Family Produce for the quarter ending September 30, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii) 2008 have been prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except as to the extent they may not include footnotes or may be indicated in the notes thereto or, in the case condensed or summary statements). The financial statements of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present Cummins Family Produce are complete and correct in all material respects and present fairly the consolidated financial position of the Company and its Subsidiaries Cummins Family Produce as of their respective dates, the dates thereof and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows of Cummins Family Produce for the periods presented therein (subjectcovered by such statements, in the case of the unaudited financial statementsaccordance with GAAP consistently applied, to except for (x) the absence of footnotes footnote disclosures required by GAAP and (y) normal course recurring year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general adjustments which are not material, individually or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been aggregate. No Litigation. No litigation or claim (Aincluding those for unpaid taxes) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is against Cummins Family Produce which could reasonably likely be expected to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse EffectEffect on Cummins Family Produce or could reasonably be expected to materially and adversely affect the transactions contemplated by the Transaction Documents is pending or, to the Purchaser's knowledge, threatened, and to the Purchaser's knowledge, no other event has occurred, which could reasonably be expected to have a Material Adverse Effect on Cummins Family Produce or could reasonably be expected to materially and adversely affect the transactions contemplated hereby. Taxes. All federal, state, city and other tax returns, reports and declarations required to be filed or extended by or on behalf of the Cummins Family Produce have been filed or extended and all such filed returns are complete and accurate in all material respects, and disclose all taxes required to be paid in the periods covered thereby. All taxes required to be withheld by or on behalf of Cummins Family Produce or any such subsidiary in connection with amounts paid or owing to any employees, independent contractor, creditor or other party have been withheld, and such withheld taxes have either been duly and timely paid to the proper governmental authorities or set aside in accounts for such purposes.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company SVB Financial and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents SVB Financial Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company SVB Financial and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company SVB Financial and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of SVB Financial and its Subsidiaries have since December 31, 2017, been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, except as would not reasonably be expected to have, either individually or in the recorded accountability for assets is compared aggregate, a Material Adverse Effect on SVB Financial. Since December 31, 2018, no independent public accounting firm of SVB Financial has resigned (or informed SVB Financial that it intends to resign) or been dismissed as independent public accountants of SVB Financial as a result of or in connection with existing assets at reasonable intervals and appropriate action is taken any disagreements with respect to any differences. SVB Financial on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, since a Material Adverse Effect on SVB Financial, neither SVB Financial nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of SVB Financial, except for those liabilities that are reflected or reserved against on the end consolidated balance sheet of SVB Financial included in its Quarterly Report on Form 10-Q for the Company’s most recent audited fiscal yearquarter ended September 30, there has been 2020 (Aincluding any notes thereto) no material weakness and for liabilities incurred in the Company’s ordinary course of business consistent with past practice since September 30, 2020, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of SVB Financial 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 SVB Financial or its Subsidiaries 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 SVB Financial. SVB Financial has implemented and maintains disclosure controls and procedures and internal control controls over financial reporting (whether or not remediatedas defined in Rule 13a-15(e) and (B) no change in the Company’s internal control over financial reporting that has materially affectedf), or is reasonably likely to materially affectrespectively, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported ) to ensure that material information relating to SVB Financial, including its Subsidiaries, is made known to the Audit Committee or chief executive officer and the chief financial officer of SVB Financial by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the board of directors certifications required by the Exchange Act and Sections 302 and 906 of the Company ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither SVB Financial nor its independent audit firm has identified any unremediated material weakness, change weakness in internal control controls over financial reporting or fraud involving management or other employees who have a significant role in disclosure controls and procedures. There is no reason to believe that SVB Financial’s outside auditors and its chief executive officer and chief financial officer will not be able to give the internal control over financial reportingcertifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2019, (i) neither SVB Financial nor any of its Subsidiaries, nor, to the knowledge of SVB Financial, any director, officer, auditor, accountant or representative of SVB Financial or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of SVB Financial, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of SVB Financial or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SVB Financial or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing SVB Financial or any of its Subsidiaries, whether or not employed by SVB Financial or any of its Subsidiaries, has reported evidence of a material violation ofof securities laws or banking laws, breach of fiduciary duty or similar violation by SVB Financial or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of SVB Financial or any committee thereof or the Board of Directors or similar governing body of any Subsidiary of SVB Financial or any committee thereof, or failure to comply withthe knowledge of SVB Financial, the U.S. securities laws, to any director or officer of SVB Financial or any matter which if determined adverselySubsidiary of SVB Financial (including pursuant to any whistleblower or similar process). (e) As of the date of this Agreement, would have a Material Adverse Effectno executive officer of SVB Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, of Viking and the related notes thereto) of the Company Viking Subsidiaries included (or incorporated by reference) in the Company Viking SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of Viking and the Company and its Subsidiaries in all material respectsViking Subsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Viking and the Company Viking Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and its Subsidiaries amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Viking and the Viking Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken with respect to any differences. other applicable legal and accounting requirements and reflect only actual transactions. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Viking, neither Viking nor any Viking Subsidiary has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Viking included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2019, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Viking and the Viking 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 of Viking or the Viking Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on Viking. Viking (x) has not implemented and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Viking, including the Viking Subsidiaries, is made known to the chief executive officer and the chief financial officer of Viking by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent audited fiscal year, there has been evaluation prior to the date hereof (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Camber’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Camber’s internal control controls over financial reporting. These disclosures were made in the Viking SEC Reports. (d) Except as set forth in Section 4.5(d) of the Viking Disclosure Schedule, since January 1, 2017, (i) neither Viking nor any Viking Subsidiary, nor, to the knowledge of Viking, any director, officer, auditor, accountant or Representative of Viking or any Viking 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 (including with respect to reserves, write-downs, charge-offs and accruals) of Viking or any Viking Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Viking or any Viking Subsidiary has engaged in questionable accounting or auditing practices, (ii) no employee of or attorney representing Viking or any Viking Subsidiary, whether or not employed by Viking or any Viking Subsidiary, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Viking or any matter which if determined adverselyViking Subsidiary or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Viking or any committee thereof or the Board of Directors or similar governing body of any Viking Subsidiary or any committee thereof, or to the knowledge of Viking, to any director or officer of Viking or any Viking Subsidiary; and (iii) neither Viking nor any Viking Subsidiary, nor, to the knowledge of Viking, any director, officer or Representative of Viking or any Viking Subsidiary, is under investigation by, or is subject to any action brought by or on behalf of, the Securities and Exchange Commission, FINRA, any state securities division or any self-regulatory agency.

Financial Statements. The audited (a) There are no Liabilities of Parent and unaudited consolidated financial statements its Subsidiaries, except (including, as applicable, the related notes theretoi) Liabilities disclosed in Section 4.7(a) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respectsParent Disclosure Letter, (ii) have been prepared in accordance with generally accepted accounting principles Liabilities to the extent reflected or reserved against in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involvedLatest Parent Balance Sheet, (iii) fairly present Liabilities incurred in the ordinary course of business consistent with past practice or pursuant to this Agreement and (iv) Liabilities incurred since the date of the Latest Parent Balance Sheet that would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any amendments or supplements thereto) required to be furnished or filed by Parent and its Subsidiaries with the SEC since January 1, 2011 (such documents, together with any documents filed with the SEC by Parent and its Subsidiaries during such period, including all exhibits and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Parent SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, statements included in the case of Parent SEC Documents complied at the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , was prepared in accordance with management’s GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments). (c) Parent and its Subsidiaries have established and maintained systems of internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with the general or specific authorizationauthorization of the management of Parent, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except The “disclosure controls and procedures” (as described defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by Parent are reasonably designed to ensure that material information required to be disclosed by Parent and its Subsidiaries in the Company SEC Documentsreports that they file or submit under the Exchange Act is recorded, since processed, summarized and reported within the end time periods specified in the rules and forms of the CompanySEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (d) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among Parent or any of its Subsidiaries, 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 “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving Parent or any of its Subsidiaries in Parent’s most recent audited fiscal yearor such Subsidiary’s financial statements. (e) Since January 1, there has been 2010, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the audit committee of Parent’s board of directors (Ai) no all known “significant deficiencies” and “material weakness weaknesses” in the Company’s design or operation of internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control controls over financial reporting that has materially affected, or is are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) adversely affect in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weaknessrespects Parent’s ability to record, change in internal control over process, summarize and report financial reporting information, and (ii) any known fraud, whether or fraud involving not material, that involves management or other employees of Parent who have a significant role in the Parent’s internal control controls over financial reporting. (f) Other than Parent, none of Parent or any violation ofof its Subsidiaries is, or failure has at any time since January 1, 2008 been, subject to comply with, the U.S. securities laws, reporting requirements of Section 13(a) or any matter which if determined adversely, would have a Material Adverse Effect15(d) of the Exchange Act.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company CenterState and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents CenterState Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company CenterState and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company CenterState and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of CenterState and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. Since December 31, 2017, no independent public accounting firm of CenterState has resigned (or informed CenterState that it intends to resign) or been dismissed as independent public accountants of CenterState as a result of or in connection with respect to any differences. disagreements with CenterState on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on CenterState, neither CenterState nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of CenterState included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2019, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of CenterState 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 CenterState or its Subsidiaries 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 CenterState. CenterState (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to CenterState, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of CenterState by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to CenterState’s outside auditors and the audit committee of CenterState’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CenterState’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the CenterState’s internal control controls over financial reporting. These disclosures were made in writing by management to CenterState’s auditors and audit committee. CenterState has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2017, (i) neither CenterState nor any of its Subsidiaries, nor, to the knowledge of CenterState, any Representative of CenterState 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CenterState or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that CenterState or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing CenterState or any of its Subsidiaries, whether or not employed by CenterState or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by CenterState or any matter which if determined adverselyof its Subsidiaries or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of CenterState or any committee thereof or the Board of Directors or similar governing body of any CenterState Subsidiary or any committee thereof, or to the knowledge of CenterState, to any director or officer of CenterState or any CenterState Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Xenith and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Xenith Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Xenith and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Xenith and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal and not material in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Xenith and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since December 31, 2012, no independent public accounting firm of Xenith has resigned (or informed Xenith that it intends to resign) or been dismissed as independent public accountants of Xenith as a result of or in connection with any disagreements with Xenith on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Xenith nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the recorded accountability consolidated balance sheet of Xenith included in its Quarterly Report on Form 10-Q for assets is compared with existing assets at reasonable intervals the fiscal quarter ended September 30, 2015 (including any notes thereto) and appropriate action is taken with respect to any differences. Except as described for liabilities incurred in the Company SEC Documentsordinary course of business consistent with past practice since September 30, since 2015, or in connection with this Agreement and the end transactions contemplated hereby in each case that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Xenith. (c) The records, systems, controls, data and information of Xenith 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 Xenith or its Subsidiaries 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 Xenith. Xenith (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”) to ensure that material information relating to Xenith, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Xenith by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Xenith’s outside auditors and the audit committee of the Board of Directors of Xenith (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Xenith’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Xenith’s internal control controls over financial reporting. These disclosures were made in writing by management to Xenith’s auditors and audit committee. There is no reason to believe that Xenith’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2012, (i) neither Xenith nor any of its Subsidiaries, nor, to the knowledge of Xenith, any director, officer, auditor, accountant or representative of Xenith 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Xenith or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Xenith or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Xenith or any of its Subsidiaries, whether or not employed by Xenith or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Xenith or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Xenith or any committee thereof or to the knowledge of Xenith, to any director or officer of Xenith.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. To the extent any of the books and records of the Company and its Subsidiaries are required to be maintained in accordance with GAAP, such books and records have been, since January 1, 2017, and are being, maintained in all material respects in accordance with GAAP. Prior to the recorded accountability for assets is compared date hereof, Ernst & Young LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with existing assets at reasonable intervals and appropriate action is taken any disagreements with respect to any differences. the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company SEC Documentsnor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, since accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included in the end consolidated balance sheet of the Company’s , except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2018, or in connection with this Agreement and the transactions contemplated hereby. None of the Company or any of the Specified Company Subsidiaries, or, to the knowledge of the Company, any Company JV, is a party to any material “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K. (c) The records, systems, controls, data and information of the Company 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 the Company or its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to the Company’s outside auditor and the audit committee of the Company Board (A) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) of the Exchange Act) relating to the period covered by such evaluation which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (B) no change in to the knowledge of the Company’s internal control over financial reporting that has materially affected, any fraud, whether or is reasonably likely to materially affectnot material, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported relating to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving period covered by such evaluation that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting. These disclosures, if any, were made by management to the Company’s auditor and audit committee and a copy of any such written disclosure has been previously made available to Parent. To the knowledge of the Company, there is no reason to believe that the Company’s outside auditor and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any violation ofdirector, officer, auditor, accountant or failure to comply with, representative of the U.S. securities laws, Company or any matter which if determined adverselyof its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or any of its Subsidiaries or their respective internal accounting controls that is material to the Company, including any complaint, allegation or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices that is material to the Company, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company, pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, in each case of the foregoing clauses (i) and (ii), except as would have not reasonably be likely to be, either individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company NCC and its Subsidiaries included (or incorporated by reference) in the Company NCC SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company NCC and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company NCC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of NCC and its Subsidiaries have been, since January 1, 2016, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, LLC has not resigned (or informed NCC that it intends to resign) or been dismissed as independent public accountants of NCC as a result of or in connection with respect to any differences. disagreements with NCC on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on NCC, neither NCC nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except, (i) for those liabilities that are reflected or reserved against on the consolidated balance sheet of NCC included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 (including any notes thereto), (ii) for liabilities incurred in the Ordinary Course of Business consistent with past practice since September 30, 2018, (iii) as set forth in NCC Disclosure Schedule Section 3.07(b) or (iv) in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of NCC 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 NCC and its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on NCC. NCC (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to NCC, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of NCC by others within NCC and its Subsidiaries as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to NCC’s outside auditors and the audit committee of the board of directors of NCC (A) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect NCC’s ability to record, process, summarize and report financial information, and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee knowledge of NCC, any fraud, whether or to the board of directors of the Company any material weaknessnot material, change in internal control over financial reporting or fraud involving that involves management or other employees who have a significant role in the NCC’s internal control controls over financial reportingreporting (copies of such items in subsections (A) and (B), to the extent applicable, have previously been made available by NCC to CenterState). To the knowledge of NCC, there is no reason to believe that NCC’s Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither NCC nor any of its Subsidiaries, nor, to the knowledge of NCC, any director, executive officer, auditor, accountant or representative of NCC or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of NCC, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of NCC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that NCC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing NCC or any of its Subsidiaries, whether or not employed by NCC or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by NCC or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the board of directors of NCC or any committee thereof or to the knowledge of NCC, to any director or officer of NCC.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company CenterState and its Subsidiaries included (or incorporated by reference) in the Company CenterState SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company CenterState and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company CenterState and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only thereto and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of CenterState and its Subsidiaries have been, since January 1, 2016, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has not resigned (or informed CenterState that it intends to resign) or been dismissed as independent public accountants of CenterState as a result of or in connection with respect to any differences. disagreements with CenterState on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on CenterState, neither CenterState nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except (i) for those liabilities that are reflected or reserved against on the consolidated balance sheet of CenterState included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (including any notes thereto), (ii) for liabilities incurred in the Ordinary Course of Business consistent with past practice since December 31, 2017 or (iii) in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of CenterState 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 CenterState or its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on CenterState. CenterState (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to CenterState, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of CenterState by others within CenterState and its Subsidiaries as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to CenterState’s outside auditors and the audit committee of CenterState’s board of directors (A) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CenterState’s ability to record, process, summarize and report financial information, and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee knowledge of CenterState, any fraud, whether or to the board of directors of the Company any material weaknessnot material, change in internal control over financial reporting or fraud involving that involves management or other employees who have a significant role in the CenterState’s internal control controls over financial reporting. To the knowledge of CenterState, there is no reason to believe that CenterState’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither CenterState nor any of its Subsidiaries, nor, to the knowledge of CenterState, any director, executive officer, auditor, accountant or representative of CenterState or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of CenterState, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CenterState or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that CenterState or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing CenterState or any of its Subsidiaries, whether or not employed by CenterState or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by CenterState or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the board of directors of CenterState or any committee thereof or to the knowledge of CenterState, to any director or officer of CenterState.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Susquehanna and its Subsidiaries included (or incorporated by reference) in the Company Susquehanna SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Susquehanna and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Susquehanna and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Susquehanna and its Subsidiaries have been, since January 1, 2011, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. PricewaterhouseCoopers LLP has not resigned (or informed Susquehanna that it intends to resign) or been dismissed as independent public accountants of Susquehanna as a result of or in connection with respect to any differences. disagreements with Susquehanna on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Susquehanna, neither Susquehanna nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Susquehanna included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2014, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Susquehanna 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 Susquehanna or its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on Susquehanna. Susquehanna (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Susquehanna, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Susquehanna by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Susquehanna’s outside auditors and the audit committee of Susquehanna’s Board of Directors (Ax) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Susquehanna’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Susquehanna, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Susquehanna’s internal control controls over financial reporting. These disclosures were made in writing by management to Susquehanna’s auditors and audit committee and a copy has been previously made available to Parent. To the knowledge of Susquehanna, there is no reason to believe that Susquehanna’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2011, (i) neither Susquehanna nor any of its Subsidiaries, nor, to the knowledge of Susquehanna, any director, officer, auditor, accountant or representative of Susquehanna or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Susquehanna, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Susquehanna or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Susquehanna or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Susquehanna or any of its Subsidiaries, whether or not employed by Susquehanna or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Susquehanna or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors or employees to the Board of Directors of Susquehanna or any committee thereof or to the knowledge of Susquehanna, to any director or officer of Susquehanna.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company GBC and its Subsidiaries included (or incorporated by reference) in the Company GBC SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company GBC and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders equity and consolidated financial position of the Company GBC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of GBC and its Subsidiaries have been, and the recorded accountability are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. M▇▇▇▇▇▇ & J▇▇▇▇▇▇, LLC has served as independent registered public accountants for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described GBC for all periods covered in the Company GBC SEC DocumentsReports; such firm has not resigned or been dismissed as independent public accountants of GBC as a result of or in connection with any disagreements with GBC on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither GBC nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of GBC included in its Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2006 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2006 or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of GBC 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 GBC or its Subsidiaries 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 3.6(c). GBC has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s most recent audited fiscal yearExchange Act). (d) Since December 31, there 2005, (i) through the date hereof, neither GBC nor any of its Subsidiaries nor, to the knowledge of the officers of GBC, any director, officer, employee, auditor, accountant or representative of GBC or any of its Subsidiaries has been 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 GBC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that GBC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Aii) no material weakness in the Company’s internal control over financial reporting (attorney representing GBC or any of its Subsidiaries, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that employed by GBC or any of its Subsidiaries, has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee reported evidence of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board a material violation of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, breach of fiduciary duty or similar violation by GBC or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the GBC Board or any committee thereof or to any director or officer of GBC.

Financial Statements. (a) The audited and unaudited consolidated financial statements of MCC and its Subsidiaries included in MCC SEC Reports (including, as applicable, including the related notes theretonotes, where applicable) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company MCC and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company MCC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments immaterial in nature and amount), (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Access . (b) Neither MCC nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to assets be reflected or reserved for in a balance sheet (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of MCC included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and for liabilities and obligations incurred in a commercially reasonable manner and in the ordinary course of business consistent with past practice since the date of such balance sheet. (c) MCC has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is permitted designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of MCC and its Subsidiaries are being made only in accordance with management’s general or specific authorizationauthorizations of MCC management and the MCC Board, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end (iii) regarding prevention or timely detection of the Companyunauthorized acquisition, use or disposition of MCC and each of MCC’s Subsidiaries’ assets that could have a material effect on MCC’s consolidated financial statements. MCC has disclosed, based on its most recent audited fiscal year, there has been (A) no material weakness in the Company’s evaluation of such internal control over financial reporting prior to the date of this Agreement, to MCC’s auditors and the audit committee of the MCC Board and in Section 4.6(c) of MCC Disclosure Schedule (whether or not remediatedx) any significant deficiency and (B) no change material weakness in the Companydesign or operation of MCC’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affectadversely affect MCC’s ability to record, the Companyprocess, summarize or report financial information, and (y) any fraud, whether or not material, that involves MCC management or other employees of MCC or any MCC Subsidiary who have a significant role in MCC’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by For purposes of this Agreement, the Audit Committee terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Board Accounting Oversight Board, as in effect on the date of this Agreement. (the d) MCC’s “Audit Committee”disclosure controls and procedures” (as defined in Rules 13a-15(e) in accordance with and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by MCC in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to MCC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of MCC required under the Exchange Act with respect to such reports. The Company MCC’s management has not publicly disclosed or reported completed an assessment of the effectiveness of MCC’s disclosure controls and procedures and, to the Audit Committee extent required by Applicable Law, presented in any applicable MCC SEC Report that is a report on Form 10-K or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities lawsForm 10-Q, or any matter which if determined adverselyamendment thereto, would its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (e) Since December 31, 2014, MCC and its principal executive officer and principal financial officer have a Material Adverse Effectcomplied in all material respects with (i) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. The principal executive officer and the principal financial officer of MCC have made all certifications required by Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to each MCC SEC Report, and the statements contained in such certifications were true and correct on the date such certifications were made . For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Parent and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Parent Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Parent and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. To the extent any of the books and records of Parent and its Subsidiaries are required to be maintained in accordance with GAAP, such books and records have been, since January 1, 2017, and are being, maintained in all material respects in accordance with GAAP. Prior to the recorded accountability date hereof, Deloitte & Touche LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent, neither Parent nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included in the consolidated balance sheet of Parent, except for assets those liabilities that are reflected or reserved against on the consolidated balance sheet of Parent included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2018, or in connection with this Agreement and the transactions contemplated hereby. None of Parent or any of its Subsidiaries is compared with existing assets at reasonable intervals and appropriate action is taken with respect a party to any differences. Except material “off-balance sheet arrangements” as described defined in Item 303(a)(4) of Regulation S-K. (c) The records, systems, controls, data and information of Parent 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 Parent or its Subsidiaries 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 likely to have, either individually or in the Company SEC Documentsaggregate, since the end a Material Adverse Effect on Parent. Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Parent’s outside auditor and the audit committee of the Parent Board (A) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) of the Exchange Act) relating to the period covered by such evaluation which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information, and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee knowledge of Parent, any fraud, whether or not material, relating to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving period covered by such evaluation that involves management or other employees who have a significant role in the Parent’s internal control controls over financial reporting. These disclosures, if any, were made by management to Parent’s auditor and audit committee and a copy of any such written disclosure has been previously made available to the Company. To the knowledge of Parent, there is no reason to believe that Parent’s outside auditor and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any violation ofdirector, officer, auditor, accountant or representative of Parent or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, or failure claim, whether written or, to comply withthe knowledge of Parent, oral, regarding the U.S. securities lawsaccounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective internal accounting controls that is material to Parent, including any complaint, allegation, or claim, whether written or oral, that Parent or any matter which if determined adverselyof its Subsidiaries has engaged in questionable accounting or auditing practices that is material to Parent, and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent Board or any committee thereof or, to the knowledge of Parent, to any director or officer of Parent, pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, in each case of the foregoing clauses (i) and (ii), except as would have not reasonably be likely to be, either individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a Material Adverse Effectwhole.

Financial Statements. 4.6.1. VSB Bancorp has previously made available to Northfield Bancorp the VSB Bancorp Financial Statements. The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii) VSB Bancorp Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP, and (including the related notes where applicable) fairly present in the United States each case in all material respects (“GAAP”) (except as may be indicated in the notes thereto or, subject in the case of the unaudited statements, as permitted by Form 10interim statements to normal year-Q of the SECend adjustments) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equityposition, results of operations and changes in consolidated financial position or cash flows of VSB Bancorp and the VSB Bancorp Subsidiaries on a consolidated basis as of and for the respective periods presented ended on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto. 4.6.2. At the date of each statement of financial condition included in the VSB Bancorp Financial Statements, VSB Bancorp did not 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 VSB Bancorp Financial Statements or in the footnotes thereto that are not fully reflected or reserved against therein (in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies that are not material individually or in the aggregate or that are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies that are within the subject matter of a specific representation and warranty herein and subject, in the case of the any unaudited financial statements, to normal, recurring audit adjustments and the absence of footnotes footnotes. 4.6.3. VSB Bancorp has timely filed all reports, forms, schedules, registrations, statements and normal course year-end audit adjustments) other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2017 with any Governmental Entity and (iv) has paid all fees and assessments due and payable in connection therewith. As of their respective dates, each of such filings complied as to form in all material respects with applicable accounting requirements and all laws or regulations under which it was filed. The VSB Bancorp Regulatory Reports, to the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only extent they contain financial information, have been prepared in all material respects in accordance with management’s general or specific authorizationapplicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.4. The records, systems, controls, data and information of VSB Bancorp and the recorded accountability VSB Bancorp 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 it or its subsidiaries or accountants (including all means of access thereto and therefrom), except for assets is compared with existing assets at reasonable intervals any non-exclusive ownership and appropriate action is taken with respect non-direct control that would not reasonably be expected to any differences. Except as have a material adverse effect on the system of internal accounting controls described in the Company SEC Documents, since following sentence. VSB Bancorp and the end VSB Bancorp Subsidiaries have devised and maintained a system of internal accounting controls sufficient to provide reasonable assurances (i) that the assets of VSB Bancorp and the VSB Bancorp Subsidiaries are protected and properly recorded and (ii) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. No reportable conditions or material weaknesses (each as defined in AU 325 of the CompanyAICPA Professional Standards) have been discovered in connection with the audits of the VSB Bancorp Financial Statements by VSB Bancorp’s certified public accountants. 4.6.5. VSB Bancorp has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to its auditors and the audit committee of its Board of Directors and in VSB Bancorp DISCLOSURE SCHEDULE 4.6.5: (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control controls over financial reporting that has materially affected, or is are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) adversely affect in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weaknessrespect its ability to record, change in internal control over process, summarize and report financial reporting information, and (ii) any fraud, whether or fraud involving not material, that involves management or other employees who have a significant role in the its internal control over financial reporting. 4.6.6. Since December 31, 2017, (i) neither VSB Bancorp nor any VSB Bancorp Subsidiary nor, to the Knowledge of VSB Bancorp, any director, officer, employee, auditor, accountant or representative of VSB Bancorp or of any VSB Bancorp 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 VSB Bancorp or any VSB Bancorp Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that VSB Bancorp or any VSB Bancorp Subsidiary has engaged in questionable accounting or auditing practices, and (ii) no attorney representing VSB Bancorp or any VSB Bancorp Subsidiary, whether or not employed by VSB Bancorp or any VSB Bancorp Subsidiary, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by it or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to its board of directors or any committee thereof or to any of its directors or officers.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company SASR and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents SASR Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of SASR and its Subsidiaries, (ii) fairly present in all material respects the Company consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of SASR and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Since December 31, 2022, no independent public accounting firm of SASR has resigned (or informed SASR that it intends to resign) or been dismissed as independent public accountants of SASR as a result of or in connection with any disagreements with S▇▇▇ on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASR, neither SASR nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SASR included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2024, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of SASR 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 SASR or its Subsidiaries 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 SASR. SASR (x) has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and (f), respectively, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to SASR, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of SASR by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to SASR’s outside auditors and the audit committee of SASR’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to materially adversely affect SASR’s ability to record, process, summarize and report financial information, and (ii) any fraud that involves management or senior employees who have a significant role in SASR’s internal controls over financial reporting. These disclosures were made in writing by management to SASR’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available by SASR to AUB. As of the date hereof, neither SASR nor its independent audit firm has identified any unremediated material weakness in internal controls over financial reporting or disclosure controls and procedures. SASR has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2022, (i) neither SASR nor any of its Subsidiaries, nor, to the knowledge of SASR, any Representative of SASR 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of SASR or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SASR or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing SASR or any of its Subsidiaries, whether or not employed by SASR or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SASR or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of SASR or any committee thereof or the Board of Directors or similar governing body of any SASR Subsidiary or any committee thereof. (e) The financial statements contained in the Consolidated Reports of Condition and Income (“Call Reports”) of SASR Subsidiary Bank for the periods ended on or after January 1, 2022, (i) are true and complete in all material respects, (ii) have been prepared from, and are in accordance with generally accepted accounting principles in with, the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case books and records of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involvedSASR Subsidiary Bank, (iii) fairly present in all material respects the consolidated financial position statements of income, comprehensive income, changes in stockholders’ equity and cash flows and consolidated balance sheets of SASR Subsidiary Bank for the respective fiscal periods or as of the Company respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and its Subsidiaries amount), (iv) complied, as of their respective datesdates of filing, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (v) have been prepared in accordance with managementGAAP and regulatory accounting principles consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. (f) The allowance for credit losses (“ACL”) reflected in the financial statements of SASR and its Subsidiaries was, as of the date of each of the financial statements, in compliance with SASR’s general or specific authorizationexisting methodology for determining the adequacy of the ACL and in compliance with the standards established by the applicable Regulatory Agency, the Financial Accounting Standards Board and GAAP, and, as reasonably determined by management under the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken circumstances, was adequate as of the date thereof. (g) The independent registered public accounting firm engaged to express its opinion with respect to any differences. Except as described the financial statements of SASR and its Subsidiaries included in the Company SEC DocumentsSASR Reports is, since the end of the Company’s most recent audited fiscal year, there and has been (A) no material weakness in throughout the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in periods covered thereby, “independent” within the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee meaning of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board Rule 2-01 of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effect.Regulation S-X.

Financial Statements. The audited and unaudited consolidated financial statements (including, as applicable, the related notes theretoa) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records CBI has previously made available to FNB copies of the Company consolidated balance sheets of CBI and its Subsidiaries in all material respectsas of December 31, 2007, 2008 and 2009 (ii) have been prepared in accordance as restated), and the related consolidated statements of income, shareholders’ equity and cash flows for the years then ended, accompanied by the audit reports of their independent registered public accountants with generally accepted accounting principles in respect to CBI for the United States (“GAAP”) (except as may be indicated in the notes thereto oryears ended December 31, in the case 2007, 2008 and 2009. The December 31, 2009 consolidated balance sheet of unaudited statementsCBI, as permitted by Form 10-Q of restated, including the SEC) applied on a consistent basis throughout the periods involvedrelated notes, (iii) where applicable, fairly present presents in all material respects the consolidated financial position of the Company CBI and its Subsidiaries as of their respective datesthe date thereof, and the consolidated incomeother financial statements referred to in this Section 3.6, stockholders equityincluding the related notes, where applicable, fairly present in all material respects the results of operations the consolidated operations, cash flows and changes in shareholders equity and consolidated financial position or cash flows of CBI and its Subsidiaries for the respective fiscal periods presented therein (subjector as of the respective dates set forth in this Agreement, subject to normal year-end audit adjustments in amounts consistent with past experience in the case of the unaudited financial statements, to each of such statements, including the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form related notes, where applicable, complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only thereto and each of such statements, including the related notes, where applicable, has been prepared in all material respects in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of CBI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) No agreement pursuant to which any loans or other assets have been or shall be sold by CBI or its Subsidiaries entitled the recorded accountability for assets buyer of such loans or other assets, unless there is compared with existing assets at reasonable intervals and appropriate action is taken with respect material breach of a representation or covenant by CBI or its Subsidiaries, to cause CBI or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any differencesother form of recourse against CBI or its Subsidiaries. Except as described in To the Company SEC Documents, since the end knowledge of the Company’s most recent audited fiscal yearCBI, there has been (A) no material weakness breach of a representation or covenant by CBI or its Subsidiaries in any such agreement. Since March 1, 2010, CBI has made no cash, stock or other dividend or any other distribution with respect to the Company’s internal control over financial reporting (whether capital stock of CBI or not remediated) and (B) no change any of its Subsidiaries has been declared, set aside or paid. Except as disclosed in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee Section 3.6 of the Company Board (CBI Disclosure Schedule, no shares of capital stock of CBI have been purchased, redeemed or otherwise acquired, directly or indirectly, by CBI since January 1, 2008, and no agreements have been made to do the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effectforegoing.

Financial Statements. (a) The audited and unaudited consolidated financial statements of MDLY and its Subsidiaries included in all MDLY SEC Reports (including, as applicable, including the related notes theretonotes, where applicable) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company MDLY and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company MDLY and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments immaterial in nature and amount), (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Access . (b) Neither MDLY nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to assets be reflected or reserved for in a balance sheet (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of MDLY included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and for liabilities and obligations incurred in a commercially reasonable manner and in the ordinary course of business consistent with past practice since the date of such balance sheet. (c) MDLY has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is permitted designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of MDLY and its Subsidiaries are being made only in accordance with management’s general or specific authorizationauthorizations of MDLY management and the MDLY Board, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end (iii) regarding prevention or timely detection of the Companyunauthorized acquisition, use or disposition of MDLY and each of MDLY’s Subsidiaries’ assets that could have a material effect on MDLY’s consolidated financial statements. MDLY has disclosed, based on its most recent audited fiscal year, there has been (A) no material weakness in the Company’s evaluation of such internal control over financial reporting prior to the date of this Agreement, to MDLY’s auditors and the audit committee of the MDLY Board and in Section 4.6(c) of the MDLY Disclosure Schedule (whether or not remediatedx) any significant deficiency and (B) no change material weakness in the Companydesign or operation of MDLY’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affectadversely affect MDLY’s ability to record, the Companyprocess, summarize or report financial information, and (y) any fraud, whether or not material, that involves MDLY management or other employees of MDLY or any MDLY Subsidiary who have a significant role in MDLY’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by For purposes of this Agreement, the Audit Committee terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Board Accounting Oversight Board, as in effect on the date of this Agreement. (the d) MDLY’s “Audit Committee”disclosure controls and procedures” (as defined in Rules 13a-15(e) in accordance with and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by MDLY in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to MDLY’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of MDLY required under the Exchange Act with respect to such reports. The Company MDLY’s management has not publicly disclosed or reported completed an assessment of the effectiveness of MDLY’s disclosure controls and procedures and, to the Audit Committee extent required by Applicable Law, presented in any applicable MDLY SEC Report that is a report on Form 10-K or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities lawsForm 10-Q, or any matter which if determined adverselyamendment thereto, would its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (e) Since December 31, 2014, MDLY and its principal executive officer and principal financial officer have a Material Adverse Effectcomplied in all material respects with (i) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. The principal executive officer and the principal financial officer of MDLY have made all certifications required by Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to each MDLY SEC Report, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Old National and its Subsidiaries included (or incorporated by reference) in the Company Old National SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Old National and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Old National and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Old National and its Subsidiaries have been since January 1, 2014, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements and reflect only actual bona fide transactions. ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP has not resigned (or informed Old National that it intends to resign) or been dismissed as independent public accountants of Old National as a result of or in connection with respect to any differences. disagreements with Old National on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Old National, neither Old National nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Old National included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2015, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Old National 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 Old National or its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on Old National. Old National (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Old National, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Old National by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Old National’s outside auditors and the audit committee of Old National’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Old National’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of Old National, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Old National’s internal control controls over financial reporting. These disclosures were made in writing by management to Old National’s auditors and audit committee and a copy has previously been made available to Anchor. To the knowledge of Old National, there is no reason to believe that Old National’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2014, (i) neither Old National nor any of its Subsidiaries, nor, to the knowledge of Old National, any director, officer, auditor, accountant or representative of Old National or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Old National, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Old National or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Old National or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Old National or any of its Subsidiaries, whether or not employed by Old National or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Old National or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Old National or any committee thereof or to the knowledge of Old National, to any director or officer of Old National.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Sterling and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Sterling Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Sterling and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Sterling and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Sterling and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2017, no independent public accounting firm of Sterling has resigned (or informed Sterling that it intends to resign) or been dismissed as independent public accountants of Sterling as a result of, or in connection with, any disagreements with respect to any differences. Sterling on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Sterling, neither Sterling nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Sterling included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (including any notes thereto) and for liabilities incurred in the ordinary course of business since December 31, 2020, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Sterling 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 Sterling or its Subsidiaries 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, either individually or in the aggregate, to have a Material Adverse Effect on Sterling. Sterling (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Sterling, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Sterling by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Sterling’s outside auditors and the audit committee of Sterling’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to adversely affect Sterling’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of Sterling, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Sterling’s internal control controls over financial reporting. To the knowledge of Sterling, there is no reason to believe that Sterling’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2019, (i) neither Sterling nor any of its Subsidiaries, nor, to the knowledge of Sterling, any director, officer, auditor, accountant or representative of Sterling 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Sterling or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Sterling or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Sterling or any of its Subsidiaries, whether or not employed by Sterling or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Sterling or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Sterling or any committee thereof or, to the knowledge of Sterling, to any director or officer of Sterling.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company BHRB and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents BHRB Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company BHRB and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company BHRB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of BHRB and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. Since January 1, 2023, no independent public accounting firm of BHRB has resigned (or informed BHRB that it intends to resign) or been dismissed as independent public accountants of BHRB as a result of or in connection with respect to any differences. disagreements with BHRB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on BHRB, neither BHRB nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of BHRB included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2025, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of BHRB 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 BHRB or its Subsidiaries 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, either individually or in the aggregate, a Material Adverse Effect on BHRB. BHRB (x) has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and (f), respectively, of the Company’s Exchange Act) to ensure that material information relating to BHRB, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of BHRB by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to BHRB’s outside auditors and the audit committee of BHRB’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) and (Bof the Exchange Act) no change in the Company’s internal control over financial reporting that has materially affected, or is which are reasonably likely to materially affectadversely affect BHRB’s ability to record, the Company’s internal control over process, summarize and report financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board information, and (the “Audit Committee”ii) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving that involves management or other senior employees who have a significant role in the BHRB’s internal control controls over financial reporting. These disclosures were made in writing by management to BHRB’s auditors and audit committee. Neither BHRB nor to BHRB’s knowledge, its independent audit firm has identified any unremediated material weakness in internal controls over financial reporting or disclosure controls and procedures. To BHRB’s knowledge, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2023, (i) neither BHRB nor any of its Subsidiaries, nor, to the knowledge of BHRB, any Representative of BHRB 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of BHRB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that BHRB or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing BHRB or any of its Subsidiaries, whether or not employed by BHRB or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by BHRB or any matter which if determined adverselyof its Subsidiaries or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of BHRB or any committee thereof or the Board of Directors or similar governing body of any BHRB Subsidiary or any committee thereof, or to the knowledge of BHRB, to any director or officer of BHRB or any BHRB Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Buyer and Buyer Subsidiaries included (or incorporated by reference) in the Company SEC Documents Buyer Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Buyer and its Subsidiaries in all material respectsBuyer Subsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Buyer and Buyer Subsidiaries for the Company respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and its Subsidiaries amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Buyer and Buyer Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2020, no independent public accounting firm of Buyer has resigned (or informed ▇▇▇▇▇ that it intends to resign) or been dismissed as independent public accountants of Buyer as a result of, or in connection with, any disagreements with respect to any differences. ▇▇▇▇▇ on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not, either individually or in the Company SEC Documentsaggregate, be material to Buyer and Buyer Subsidiaries, taken as a whole, neither Buyer nor any of Buyer Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Buyer included in its Annual and Quarterly Reports on Form 10-K and Form 10-Q for the fiscal year and quarter ended December 31, 2024 and March 31, 2025, respectively, (including any notes thereto) and for liabilities incurred in the ordinary course of business since December 31, 2024, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Buyer and Buyer 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 Buyer or Buyer Subsidiaries 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, either individually or in the aggregate, to have a Material Adverse Effect on Buyer. Buyer (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Buyer, including Buyer Subsidiaries, is made known to the chief executive officer and the chief financial officer of Buyer by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Buyer’s outside auditors and the audit committee of Buyer’s Board of Directors (A) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to adversely affect Buyer’s ability to record, process, summarize and report financial information, and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee knowledge of Buyer, any fraud, whether or to the board of directors of the Company any material weaknessnot material, change in internal control over financial reporting or fraud involving that involves management or other employees who have a significant role in the Buyer’s internal control controls over financial reporting. To the knowledge of Buyer, there is no reason to believe that ▇▇▇▇▇’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due and for so long as this Agreement continues in existence. (d) Since January 1, 2023, (i) neither Buyer nor any of Buyer Subsidiaries, nor, to the knowledge of Buyer, any director, officer, auditor, accountant or representative of Buyer or any of Buyer 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or any of Buyer Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of Buyer Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Buyer or any of Buyer Subsidiaries, whether or not employed by Buyer or any of Buyer Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Buyer or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Buyer or any committee thereof or, to the knowledge of Buyer, to any director or officer of Buyer.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company CIT and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents CIT Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company CIT and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company CIT and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of CIT and its Subsidiaries have since December 31, 2017, been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, except as would not reasonably be expected to have, either individually or in the recorded accountability for assets is compared aggregate, a Material Adverse Effect on CIT. Since December 31, 2017, no independent public accounting firm of CIT has resigned (or informed CIT that it intends to resign) or been dismissed as independent public accountants of CIT as a result of or in connection with existing assets at reasonable intervals and appropriate action is taken any disagreements with respect to any differences. CIT on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on CIT, neither CIT nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of CIT included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2020, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of CIT 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 of CIT or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on CIT. CIT (x) has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and (f), respectively, of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to CIT, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of CIT by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to CIT’s outside auditors and the audit committee of CIT’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CIT’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the CIT’s internal control controls over financial reporting. These disclosures were made in writing by management to CIT’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available by CIT to the BancShares Parties. There is no reason to believe that CIT’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2018, (i) neither CIT nor any of its Subsidiaries, nor, to the knowledge of CIT, any director, officer, auditor, accountant or representative of CIT 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CIT or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that CIT or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing CIT or any of its Subsidiaries, whether or not employed by CIT or any of its Subsidiaries, has reported evidence of a material violation ofof securities laws or banking laws, breach of fiduciary duty or similar violation by CIT or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of CIT or any committee thereof or the Board of Directors or similar governing body of any CIT Subsidiary or any committee thereof, or failure to comply withthe knowledge of CIT, the U.S. securities laws, to any director or officer of CIT or any matter which if determined adversely, would have a Material Adverse EffectCIT Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Discover and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Discover Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Discover and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Discover and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. Since December 31, 2020, no independent public accounting firm of Discover has resigned (or informed Discover that it intends to resign) or been dismissed as independent public accountants of Discover as a result of or in connection with any disagreements with Discover on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Discover, neither Discover nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Discover included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2023, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Discover 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 of Discover or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on Discover. Discover (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Discover, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Discover by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed in writing, based on its most recent evaluation prior to the recorded accountability for assets is compared with existing assets at reasonable intervals date hereof, to Discover’s outside auditors and appropriate action is taken with respect to the audit committee of the Board of Directors of Discover (i) any differences. Except as described significant deficiencies and material weaknesses in the Company SEC Documents, since the end design or operation of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Discover’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Discover’s internal control controls over financial reporting. There is no reason to believe that Discover’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2021, (i) neither Discover nor any of its Subsidiaries, nor, to the knowledge of Discover, any director, officer, auditor, accountant or representative of Discover 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Discover or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Discover or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Discover or any of its Subsidiaries, whether or not employed by Discover or any of its Subsidiaries, has reported evidence of a material violation of, of securities laws or failure to comply with, the U.S. securities banking laws, breach of fiduciary duty or similar violation by Discover or any matter which if determined adverselyof its Subsidiaries or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Discover or any committee thereof or to the knowledge of Discover, to any director or officer of Discover.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Parent and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Parent Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Parent and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Parent and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with respect to any differences. disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Parent, neither Parent nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of Parent, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Parent included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2017, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Parent 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 Parent or its Subsidiaries 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, either individually or in the aggregate, to have a Material Adverse Effect on Parent. Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Parent’s outside auditors and the audit committee of Parent’s Board of Directors (A) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information, and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee knowledge of Parent, any fraud, whether or to the board of directors of the Company any material weaknessnot material, change in internal control over financial reporting or fraud involving that involves management or other employees who have a significant role in the Parent’s internal control controls over financial reporting. To the knowledge of Parent, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2015, (i) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Parent or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Parent or any committee thereof or to the knowledge of Parent, to any director or officer of Parent.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Parent and its Subsidiaries included (or incorporated by reference) in the Company Parent SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Parent and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general IFRS or specific authorizationCanadian generally accepted accounting principles (“Canadian GAAP”), as applicable, consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Parent and its Subsidiaries have been, since January 1, 2013, and the recorded accountability for assets is compared are being maintained in all material respects in accordance with existing assets at reasonable intervals IFRS, Canadian GAAP or GAAP, as applicable, and appropriate action is taken any other applicable legal and accounting requirements. Ernst & Young LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with respect to any differences. disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the Company aggregate, a Material Adverse Effect on Parent, none of Parent, Holdco or any of their respective Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of Parent included in its Quarterly Report to Shareholders filed with the SEC Documentson Form 6-K for the fiscal quarter ended April 30, 2016 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since April 30, 2016 or in connection with this Agreement and the end transactions contemplated hereby or (iii) liabilities that are not material to Parent and its Subsidiaries, taken as a whole. (c) The records, systems, controls, data and information of Parent 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 Parent or its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent. Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Parent’s outside auditors and the audit committee of Parent’s Board of Directors (Ax) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Parent, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Parent’s internal control controls over financial reporting. Copies of any such disclosures were made in writing by management to Parent’s auditors and audit committee and a copy has previously been made available to Company. To the knowledge of Parent, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, prior to the Closing Date. (d) Since January 1, 2013, (i) none of Parent, Holdco or any of their respective Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent, Holdco or any of their respective Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Parent, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent, Holdco or any of their respective Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Parent, Holdco or any of their respective Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Parent, Holdco or any of their respective Subsidiaries, whether or not employed by Parent, Holdco or any of their respective Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Parent, Holdco or any matter which if determined adverselyof their respective officers, would have a Material Adverse Effectdirectors or employees to the Board of Directors of either Parent or Holdco or any committee thereof or to the knowledge of Parent, to any director or officer of Parent or Holdco.

Financial Statements. The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Bryn Mawr Financial Statements included (or incorporated by reference) reference in the Company Bryn Mawr SEC Documents Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with, with the Books and accurately reflect the books and records Records of the Company and its Subsidiaries in all material respectsBryn Mawr Entities, (ii) have been prepared in accordance with generally accepted GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in the United States (“GAAP”) (each case, consistently applied except as may be otherwise indicated in the notes thereto or, in and except with respect to the case interim financial statements for the omission of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, footnotes and (iii) fairly present in all material respects the consolidated financial position condition of the Company and its Subsidiaries Bryn Mawr Entities as of their the respective dates, dates set forth therein and the consolidated income, stockholders equity, results of operations operations, shareholders’ equity and changes in consolidated financial position or cash flows of the Bryn Mawr Entities for the respective periods presented therein (subjectset forth therein, subject in the case of the unaudited interim financial statements, statements to the absence of footnotes and normal course year-end audit adjustments. The consolidated Bryn Mawr Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and (iv) complied as to form complete in all material respects respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only SEC, in accordance with management’s general or specific authorizationeach case, consistently applied except as may be otherwise indicated in the notes thereto and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken except with respect to any differences. Except unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of Bryn Mawr as described of the respective dates set forth therein and the results of operations, shareholders’ equity and cash flows of Bryn Mawr for the respective periods set forth therein, subject in the Company SEC Documents, since the case of unaudited financial statements to year-end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effectadjustments.

Financial Statements. The audited and unaudited consolidated financial statements Except as otherwise set forth on Schedule 3.7: (including, as applicable, a) Schedule 3.7 contains an accurate copy of the related notes theretopro forma balance sheet (the “Pro Forma Balance Sheet”) of RIGS as of December 31, 2008 (the Company included (or incorporated by reference) “Pro Forma Balance Sheet Date”), reflecting adjustments for the material liabilities of RIGS that were recorded on the trial balance of RGS and certain other adjustments, and the pro forma income statement for the year ended December 31, 2008, which present fairly in accordance with GAAP the Company SEC Documents financial position of RIGS at such date and the results of operations of RIGS for such period, except, in each case, for (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal (ii) the adjustments set forth on Schedule 3.7. (b) RIGS has no obligations or liabilities that would be required to be reflected or reserved against in a balance sheet prepared in accordance with GAAP, except for: (i) liabilities set forth, reflected in, reserved against or disclosed in the Pro Forma Balance Sheet; (ii) liabilities incurred in the ordinary course year-end audit adjustmentsof business or in connection with the Haynesville Expansion Project since the Pro Forma Balance Sheet Date (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, or violation of Law or that would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect other than liabilities relating to the Haynesville Expansion Contracts); (iii) liabilities under Contracts (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, or violation of Law); and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general such other liabilities that would not, individually or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documentsaggregate, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely be expected to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effect. (c) Except as contemplated by this Agreement or disclosed in this Agreement or as set forth on Schedule 3.7, and except in connection with the Haynesville Expansion Project in accordance with the Haynesville Expansion Budget: (i) from the Pro Forma Balance Sheet Date through the Execution Date RIGS has conducted its business in all material respects in the ordinary course and consistent with past practice; (ii) from the Pro Forma Balance Sheet Date through the Closing Date there has not been (A) any change, circumstance or event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (B) any damage, destruction or loss, whether or not covered by insurance that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (C) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the RIGS Interests; and (iii) from the Pro Forma Balance Sheet Date through the Closing Date RIGS has not (A) sold, transferred, conveyed, assigned or otherwise disposed of any of its material assets or properties other than in connection with the Haynesville Expansion Project in accordance with the Haynesville Expansion Budget; (B) made any material loans, advances or capital contributions to, or investments in, any other Person; (C) terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any Material Contract; (D) merged or consolidated with any other Person or acquired the interests in or business of any other Person or entered into any agreement with respect thereto; (E) made any change in its accounting methods, principles or practices, except as required by GAAP; or (F) made any capital expenditure other than under a Material Contract or a Haynesville Expansion Contract.

Financial Statements. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements (including, as applicable, the related notes thereto) of the Company Knight and its Subsidiaries included (or incorporated by reference) in Knight’s reports filed publicly with the Company SEC Documents since January 1, 2009 (the “Knight Financial Statements”) (i) have been prepared from, are and in accordance with, and accurately reflect the books and records of the Company Knight and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Knight and its Subsidiaries for the respective fiscal periods or as of their the respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented dates therein set forth (subject, subject in the case of the unaudited financial statements, statements to the absence of footnotes and normal course recurring year-end audit adjustments) and (iviii) complied have been prepared in accordance with GAAP consistently applied during the periods involved (except in the case of unaudited statements for the absence of footnotes and other presentations items), except, in each case, as indicated in such statements or in the notes thereto. Since January 1, 2009, the books and records of Knight and its Subsidiaries have been, and are being, maintained in a manner necessary to form permit preparation of Knight’s financial statements in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general GAAP and in accordance, in all materials respects, with any other applicable legal requirements. As of the date of this Agreement, PricewaterhouseCoopers LLP has not resigned or specific authorizationbeen dismissed as independent public accountants of Knight as a result of or in connection with any disagreements with Knight on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except for (i) those liabilities and obligations that are fully reflected or reserved against on the June 30, 2012 consolidated balance sheet of Knight included in Knight Financial Statements; or (ii) liabilities and obligations incurred in the ordinary course of business since June 30, 2012 consistent with past practice, neither Knight nor any of its Subsidiaries has any liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due) that has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Knight. Neither Knight nor any of its Subsidiaries is a party to any “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K. (c) Knight (x) maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) sufficient to provide reasonable assurance that material information relating to Knight, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Knight by others within those entities, and (y) since December 31, 2008, has disclosed to Knight’s outside auditors and the recorded accountability for assets is compared with existing assets at reasonable intervals audit committee of Knight’s Board of Directors (i) any significant deficiencies and appropriate action is taken with respect to any differences. Except as described material weaknesses in the Company SEC Documents, since the end design or operation of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Knight’s ability to record, process, summarize and report financial information and (ii) to the knowledge of Knight, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Knight’s internal control controls over financial reporting. (d) Since December 31, 2011, (i) neither Knight nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Knight or any of its Subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Knight or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Knight or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Knight or any of its Subsidiaries, whether or not employed by Knight or any of its Subsidiaries, has reported to the Board of Directors of Knight, any committee thereof or to any officer of Knight evidence of a material violation of, or failure to comply with, the U.S. of securities laws, a breach of fiduciary duty or a similar violation by Knight or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors or employees.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Parent and its Subsidiaries included (or incorporated by reference) in the Company Parent SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Parent and its Subsidiaries in all material respects, Subsidiaries; (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount); (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only ; and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Parent and its Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, and the recorded accountability for assets is compared KPMG LLP has not resigned (or informed P▇▇▇▇▇ that indicated it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with existing assets at reasonable intervals and appropriate action is taken any disagreements with respect to any differences. Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, since a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has incurred any liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the end consolidated balance sheet of the Company’s most recent audited fiscal year, there has been (A) no material weakness Company included in the Company’s internal control over financial reporting Quarterly Report on Form 10-Q for the period ended September 30, 2025 (whether or not remediatedincluding any notes thereto), (ii) and (B) no change liabilities incurred in the Company’s internal control over financial reporting that has materially affectedordinary course of business consistent with past practice since September 30, 2025, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”iii) in accordance connection with this Agreement and the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effecttransactions contemplated hereby.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Fifth Third and its Subsidiaries included (or incorporated by reference) in the Company Fifth Third SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Fifth Third and its Subsidiaries in all material respects, Subsidiaries; (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Fifth Third and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount); (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only ; and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Fifth Third and its Subsidiaries have been, and the recorded accountability are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP has served as independent registered public accountant for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described Fifth Third for all periods covered in the Company Fifth Third SEC DocumentsReports; such firm has not resigned or been dismissed as independent public accountants of Fifth Third as a result of or in connection with any disagreements with Fifth Third on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Fifth Third nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Fifth Third included in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2007 or in connection with this Agreement and the end transactions contemplated hereby. (c) Since December 31, 2006, (i) through the date hereof, neither Fifth Third nor any of its Subsidiaries nor, to the knowledge of the Company’s most recent audited fiscal yearofficers of Fifth Third, there any director, officer, employee, auditor, accountant or representative of Fifth Third or any of its Subsidiaries has been 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 Fifth Third or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fifth Third or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Aii) no material weakness in the Company’s internal control over financial reporting (attorney representing Fifth Third or any of its Subsidiaries, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that employed by Fifth Third or any of its Subsidiaries, has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee reported evidence of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board a material violation of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, breach of fiduciary duty or similar violation by Fifth Third or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Fifth Third or any committee thereof or to any director or officer of Fifth Third.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company HRB and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents HRB Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company HRB and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company HRB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal and not material in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of HRB and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since December 31, 2012, no independent public accounting firm of HRB has resigned (or informed HRB that it intends to resign) or been dismissed as independent public accountants of HRB as a result of or in connection with any disagreements with HRB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither HRB nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the recorded accountability consolidated balance sheet of HRB included in its Quarterly Report on Form 10-Q for assets is compared with existing assets at reasonable intervals the fiscal quarter ended September 30, 2015 (including any notes thereto) and appropriate action is taken with respect to any differences. Except as described for liabilities incurred in the Company SEC Documentsordinary course of business consistent with past practice since September 30, since 2015, or in connection with this Agreement and the end transactions contemplated hereby in each case that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on HRB. (c) The records, systems, controls, data and information of HRB 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 HRB or its Subsidiaries 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 HRB. HRB (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to HRB, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of HRB by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to HRB’s outside auditors and the audit committee of HRB’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect HRB’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the HRB’s internal control controls over financial reporting. These disclosures were made in writing by management to HRB’s auditors and audit committee. There is no reason to believe that HRB’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2012, (i) neither HRB nor any of its Subsidiaries, nor, to the knowledge of HRB, any director, officer, auditor, accountant or representative of HRB 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of HRB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that HRB or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing HRB or any of its Subsidiaries, whether or not employed by HRB or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by HRB or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of HRB or any committee thereof or to the knowledge of HRB, to any director or officer of HRB.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Parent and its Subsidiaries included (or incorporated by reference) in the Company Parent SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to normal year-end adjustments), (ii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iii) have been prepared in accordance with management’s general GAAP, consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Parent and its Subsidiaries have been, since January 1, 2012, and are being, maintained in all material respects in accordance with GAAP, and any other applicable legal and accounting requirements. KPMG LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Parent, Merger Sub or any of their respective Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that would be required by GAAP to be reflected on a consolidated balance sheet of Parent and its consolidated Subsidiaries (or in the recorded accountability notes thereto), except (a) as reflected or reserved against in Parent’s consolidated balance sheet included in its Quarterly Report on Form 10-Q for assets is compared with existing assets at reasonable intervals the quarter ended March 31, 2015 (including any notes thereto), (b) for liabilities incurred in the ordinary course of business since March 31, 2015, (c) liabilities under this Agreement, including fees and appropriate action is taken with respect expenses payable to any differences. Except as described accountant, outside legal counsel or financial advisor which are incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated by this Agreement (including the Merger) and (d) for liabilities which, individually or in the Company SEC Documentsaggregate, since would not reasonably be expected to have a Material Adverse Effect on Parent. (c) The records, systems, controls, data and information of Parent 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 end exclusive ownership and direct control of Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except as would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent. Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Parent’s outside auditors and the Audit Committee of Parent’s Board of Directors (Ax) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Parent, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Parent’s internal control over financial reporting. Copies of any such disclosures were made in writing by management to Parent’s auditors and Audit Committee and a copy has been previously made available to the Company. To the knowledge of Parent, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, prior to the Closing Date. (d) Since January 1, 2012, (i) none of Parent, Merger Sub or any of their respective Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent, Merger Sub or any of their respective Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Parent, oral, regarding the accounting or auditing practices or procedures of Parent, Merger Sub or any of their respective Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Parent, Merger Sub or any of their respective Subsidiaries has engaged in questionable accounting, auditing or actuarial practices, and (ii) no attorney representing Parent, Merger Sub or any of their respective Subsidiaries, whether or not employed by Parent, Merger Sub or any of their respective Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Parent, Merger Sub or any matter which if determined adverselyof their respective officers, would have a Material Adverse Effectdirectors or employees to the Board of Directors of either Parent or Merger Sub or any committee thereof or to the knowledge of Parent, to any director or officer of Parent or Merger Sub.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company SunTrust and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents SunTrust Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company SunTrust and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company SunTrust and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. Since December 31, 2015, no independent public accounting firm of SunTrust has resigned (or informed SunTrust that it intends to resign) or been dismissed as independent public accountants of SunTrust as a result of or in connection with any disagreements with SunTrust on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SunTrust, neither SunTrust nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SunTrust included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2018, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of SunTrust 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 of SunTrust or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on SunTrust. SunTrust (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to SunTrust, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of SunTrust by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent evaluation prior to the recorded accountability for assets is compared with existing assets at reasonable intervals date hereof, to SunTrust’s outside auditors and appropriate action is taken with respect to the audit committee of SunTrust’s Board of Directors (i) any differences. Except as described significant deficiencies and material weaknesses in the Company SEC Documents, since the end design or operation of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect SunTrust’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the SunTrust’s internal control controls over financial reporting. These disclosures were made in writing by management to SunTrust’s auditors and audit committee. There is no reason to believe that SunTrust’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither SunTrust nor any of its Subsidiaries, nor, to the knowledge of SunTrust, any director, officer, auditor, accountant or representative of SunTrust 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of SunTrust or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SunTrust or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing SunTrust or any of its Subsidiaries, whether or not employed by SunTrust or any of its Subsidiaries, has reported evidence of a material violation ofof securities laws or banking laws, breach of fiduciary duty or similar violation by SunTrust or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of SunTrust or any committee thereof or the Board of Directors or similar governing body of any SunTrust Subsidiary or any committee thereof, or failure to comply withthe knowledge of SunTrust, the U.S. securities laws, to any director or officer of SunTrust or any matter which if determined adversely, would have a Material Adverse EffectSunTrust Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company AUB and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents AUB Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company AUB and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company AUB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. Since December 31, 2022, no independent public accounting firm of AUB has resigned (or informed AUB that it intends to resign) or been dismissed as independent public accountants of AUB as a result of or in connection with any disagreements with AUB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on AUB, neither AUB nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of AUB included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024(including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2024, or in connection with this Agreement and the recorded accountability transactions contemplated hereby. (c) The records, systems, controls, data and information of AUB 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 AUB or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for assets any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on AUB. AUB (x) has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and (f), respectively, of the Exchange Act) to ensure that material information relating to AUB, including its Subsidiaries, is compared with existing assets at reasonable intervals made known to the chief executive officer and the chief financial officer of AUB by others within those entities as appropriate action is taken with respect to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (y) has not identified (i) any differences. Except as described significant deficiencies and material weaknesses in the Company SEC Documents, since the end design or operation of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) and (Bof the Exchange Act) no change in the Company’s internal control over financial reporting that has materially affected, or is which are reasonably likely to materially affectadversely affect AUB’s ability to record, the Company’s internal control over process, summarize and report financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board information, and (the “Audit Committee”ii) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving that involves management or other senior employees who have a significant role in the AUB’s internal control controls over financial reporting. As of the date hereof, neither AUB nor its independent audit firm has identified any unremediated material weakness in internal controls over financial reporting or disclosure controls and procedures. AUB has no reason to believe that AUB’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2022, (i) neither AUB nor any of its Subsidiaries, nor, to the knowledge of AUB, any Representative of AUB 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of AUB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that AUB or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing AUB or any of its Subsidiaries, whether or not employed by AUB or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by AUB or any matter which if determined adverselyof its Subsidiaries or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of AUB or any committee thereof or the Board of Directors or similar governing body of any AUB Subsidiary or any committee thereof.

Financial Statements. Each Loan Party has delivered or caused to be delivered to the Bank their most recent Financial Statements (as defined herein) (the “Historical Statements”). The audited Financial Statements are true, complete and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries accurate in all material respectsrespects and fairly present the Loan Parties’ financial condition, assets and liabilities, whether accrued, absolute, contingent or otherwise and the results of the Loan Parties’ operations for the period specified therein in each case in accordance with GAAP (iias defined below) to the extent such items are required to be included thereby. The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States effect from time to time (“GAAP”) (except as may be indicated in the notes thereto orconsistently applied from period to period, subject in the case of unaudited statementsinterim statements to normal year-end adjustments; provided however, that all accounting terms used in connection with any financial covenants herein (or any definitions used in connection with the financial covenants) shall have the meaning given to such terms (and defined terms) under GAAP as permitted by Form 10-Q of in effect on the SEC) Closing Date, applied on a basis consistent with those used in preparing the Historical Statements. Notwithstanding the foregoing, if the Borrower notifies the Bank in writing that the Borrower wishes to amend any financial covenant set forth in this Agreement (or any related definition) to eliminate the effect of any change in GAAP occurring after the Closing Date on the operation of such financial covenants, then the Bank and the Borrower shall negotiate in good faith to amend such ratios or requirements to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, the Borrower’s compliance with such covenants shall be determined on the basis throughout of GAAP in effect immediately before the periods involvedrelevant change in GAAP became effective, (iii) fairly present until either such notice is withdrawn or such covenants or definitions are amended in all material respects a manner satisfactory to the consolidated financial position of the Company and its Subsidiaries as of their respective datesBorrower, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, Borrower shall provide to the absence Bank, when it delivers its financial statements pursuant to Section 4.2 of footnotes and normal course year-end audit adjustments) and this Agreement, such reconciliation statements as shall be reasonably requested by the Bank. Notwithstanding the foregoing or anything in this Agreement to the contrary, whenever in this Agreement it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made on the basis of GAAP as in effect on the Closing Date (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets provided that if there is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no a change in GAAP after the Company’s internal control over Closing Date that effects the treatment of capital leases or operating leases, all financial reporting that has materially affected, or is reasonably likely statements delivered to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) Bank in accordance with the Exchange Act. The Company has not publicly disclosed or reported to terms of this Agreement after the Audit Committee or to the board date of directors of the Company any material weakness, such change in internal control over GAAP shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial reporting or fraud involving management or other employees who have a significant role statements with GAAP as in the internal control over financial reporting, any violation of, or failure effect immediately prior to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effectsuch accounting change).

Financial Statements. (a) The audited and unaudited consolidated financial statements of SPAC contained in SPAC SEC Filings (including, as applicable, the related notes thereto“SPAC Financial Statements”) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles the books and records of SPAC, (ii) fairly present in all material respects the United States (“GAAP”) (except financial condition of SPAC on a consolidated basis as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECdates indicated therein, and the results of operations and cash flows of SPAC on a consolidated basis for the periods indicated therein, (iii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC SEC, the Exchange Act and the Securities Act applicable to SPAC, in effect as of the respective dates thereof (including, to the extent applicable to SPAC, Regulation S-X under the Securities Act). (b) SPAC has in place disclosure controls and procedures that are (i) designed to reasonably ensure that material information relating to SPAC is made known to the management of SPAC by others within SPAC; and (ii) effective in all material respects to perform the functions for which they were established. SPAC maintains a system of internal accounting controls sufficient to provide reasonable assurance that (w) transactions are executed in accordance with respect thereto. Access management’s general or specific authorizations, (x) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (y) access to assets is permitted only in accordance with management’s general or specific authorization, authorization and (z) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described . (c) SPAC has no Liability, and there is no existing condition, situation or set of circumstances which is reasonably expected to result in any Liability, other than (i) Liabilities incurred after January 5, 2021 in the Company SEC DocumentsOrdinary Course or other Liabilities that individually and in the aggregate are immaterial, since (ii) Liabilities reflected, or reserved against, in the end SPAC Financial Statements or (iii) any SPAC Transaction Expenses (disregarding any limitation of amounts set forth in the Company’s most recent audited fiscal yeardefinition of “SPAC Transaction Expenses”). (d) Neither SPAC, there nor, to the Knowledge of SPAC, an independent auditor of SPAC, has identified or been made aware in writing of (Ai) no any significant deficiency or material weakness in the Company’s system of internal control over financial reporting accounting controls utilized by SPAC, (ii) any fraud, whether or not remediated) and (B) no change in the Companymaterial, that involves SPAC’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reportingaccounting controls utilized by SPAC, or (iii) to the Knowledge of SPAC, any violation ofallegation, assertion or failure to comply with, claim regarding any of the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effectforegoing.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company TCBI and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents TCBI Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company TCBI and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company TCBI and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. Since December 31, 2016, no independent public accounting firm of TCBI has resigned (or informed TCBI that it intends to resign) or been dismissed as independent public accountants of TCBI as a result of or in connection with any disagreements with TCBI on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on TCBI, neither TCBI nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of TCBI included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of TCBI 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 of TCBI or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on TCBI. TCBI (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to TCBI, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of TCBI by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent evaluation prior to the recorded accountability for assets is compared with existing assets at reasonable intervals date hereof, to TCBI’s outside auditors and appropriate action is taken with respect to the audit committee of TCBI’s Board of Directors (i) any differences. Except as described significant deficiencies and material weaknesses in the Company SEC Documents, since the end design or operation of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect TCBI’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the TCBI’s internal control controls over financial reporting. These disclosures were made in writing by management to TCBI’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available by TCBI to IBTX. There is no reason to believe that TCBI’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2017, (i) neither TCBI nor any of its Subsidiaries, nor, to the knowledge of TCBI, any director, officer, auditor, accountant or representative of TCBI 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of TCBI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that TCBI or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing TCBI or any of its Subsidiaries, whether or not employed by TCBI or any of its Subsidiaries, has reported evidence of a material violation ofof securities laws or banking laws, breach of fiduciary duty or similar violation by TCBI or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of TCBI or any committee thereof or the Board of Directors or similar governing body of any TCBI Subsidiary or any committee thereof, or failure to comply withthe knowledge of TCBI, the U.S. securities laws, to any director or officer of TCBI or any matter which if determined adversely, would have a Material Adverse EffectTCBI Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Huntington and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Huntington Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Huntington and its Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Huntington and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Huntington and its Subsidiaries have been, since January 1, 2023, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. PricewaterhouseCoopers LLP has not resigned (or informed ▇▇▇▇▇▇▇▇▇▇ that it intends to resign) or been dismissed as independent public accountants of Huntington as a result of or in connection with respect to any differences. disagreements with ▇▇▇▇▇▇▇▇▇▇ on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on the Huntington Parties, neither Huntington nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of Huntington, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Huntington included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2025, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Huntington 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 Huntington or its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington. Huntington (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Huntington, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Huntington by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Huntington’s outside auditors and the audit committee of Huntington’s Board of Directors (Ax) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Huntington’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Huntington, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Huntington’s internal control controls over financial reporting. These disclosures were made in writing by management to ▇▇▇▇▇▇▇▇▇▇’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available to Cadence. To the knowledge of Huntington, there is no reason to believe that ▇▇▇▇▇▇▇▇▇▇’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2023, (i) neither Huntington nor any of its Subsidiaries, nor, to the knowledge of the Huntington Parties, any director, officer, auditor, accountant or representative of Huntington or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Huntington, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Huntington or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Huntington or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Huntington or any of its Subsidiaries, whether or not employed by Huntington or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Huntington or any matter which if determined adverselyof its Subsidiaries or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Huntington or any committee thereof or similar governing body of any Huntington Subsidiary or any committee thereof, or, to the knowledge of Huntington, to any director or officer of Huntington or any Huntington Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company BB&T and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents BB&T Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company BB&T and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company BB&T and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. Since December 31, 2015, no independent public accounting firm of BB&T has resigned (or informed BB&T that it intends to resign) or been dismissed as independent public accountants of BB&T as a result of or in connection with any disagreements with BB&T on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on BB&T, neither BB&T nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of BB&T included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2018, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of BB&T 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 of BB&T or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on BB&T. BB&T (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to BB&T, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of BB&T by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent evaluation prior to the recorded accountability for assets is compared with existing assets at reasonable intervals date hereof, to BB&T’s outside auditors and appropriate action is taken with respect to the audit committee of BB&T’s Board of Directors (i) any differences. Except as described significant deficiencies and material weaknesses in the Company SEC Documents, since the end design or operation of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect BB&T’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the BB&T’s internal control controls over financial reporting. These disclosures were made in writing by management to BB&T’s auditors and audit committee. There is no reason to believe that BB&T’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2016, (i) neither BB&T nor any of its Subsidiaries, nor, to the knowledge of BB&T, any director, officer, auditor, accountant or representative of BB&T 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of BB&T or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that BB&T or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing BB&T or any of its Subsidiaries, whether or not employed by BB&T or any of its Subsidiaries, has reported evidence of a material violation ofof securities laws or banking laws, breach of fiduciary duty or similar violation by BB&T or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of BB&T or any committee thereof or the Board of Directors or similar governing body of any BB&T Subsidiary or any committee thereof, or failure to comply withthe knowledge of BB&T, the U.S. securities laws, to any director or officer of BB&T or any matter which if determined adversely, would have a Material Adverse EffectBB&T Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Veritex and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Veritex Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Veritex and its Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Veritex and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Veritex and its Subsidiaries have been, since January 1, 2023, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP has not resigned (or informed Veritex that it intends to resign) or been dismissed as independent public accountants of Veritex as a result of or in connection with respect to any differences. disagreements with Veritex on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Veritex, neither Veritex nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of Veritex, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Veritex included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2025, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Veritex 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 Veritex or its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on Veritex. Veritex (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Veritex, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Veritex by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Veritex’s outside auditors and the audit committee of Veritex’s Board of Directors (Ax) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Veritex’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Veritex, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Veritex’s internal control controls over financial reporting. These disclosures were made in writing by management to Veritex’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available to Huntington. To the knowledge of Veritex, there is no reason to believe that Veritex’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2023, (i) neither Veritex nor any of its Subsidiaries, nor, to the knowledge of Veritex, any director, officer, auditor, accountant or representative of Veritex or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Veritex, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Veritex or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Veritex or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Veritex or any of its Subsidiaries, whether or not employed or retained by Veritex or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Veritex or any matter which if determined adverselyof its Subsidiaries or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Veritex or any committee thereof or similar governing body of any Veritex Subsidiary or any committee thereof, or, to the knowledge of Veritex, to any director or officer of Veritex or any Veritex Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Rockville and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Rockville Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Rockville and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Rockville and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Rockville and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements and reflect only actual transactions. Wolf & Company, P.C. has not resigned (or informed Rockville that it intends to resign) or been dismissed as independent public accountants of Rockville as a result of or in connection with respect to any differences. disagreements with Rockville on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Rockville, neither Rockville nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated statement of condition of Rockville included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2013, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Rockville 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 Rockville or its Subsidiaries 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 Rockville. Rockville (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Rockville, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Rockville by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Rockville’s outside auditors and the Audit Committee of Rockville’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Rockville’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Rockville’s internal control controls over financial reporting. These disclosures were made in writing by management to Rockville’s auditors and Audit Committee and a copy has previously been made available to United. There is no reason to believe that Rockville’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2010, (i) neither Rockville nor any of its Subsidiaries, nor, to the knowledge of Rockville, any director, officer, auditor, accountant or Representative of Rockville 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Rockville or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Rockville or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Rockville or any of its Subsidiaries, whether or not employed by Rockville or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Rockville or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Rockville or any committee thereof or to the knowledge of Rockville, to any director or officer of Rockville.

Financial Statements. (a) The audited Borrower has furnished to the Administrative Agent and unaudited consolidated the Lenders complete and correct copies of the Financial Statements required by Section 4.01(xiii). All financial statements (including, as applicable, the related notes thereto) of the Company included (delivered pursuant hereto or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii) connection herewith have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) , consistently applied (except as may be indicated in the notes thereto orstated therein), in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of Holdings, the Company Borrower and its Subsidiaries as of their the respective dates, dates indicated and the consolidated incomeresults of their operations and cash flows for the respective periods indicated, stockholders equitysubject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which shall be material. Holdings, the Borrower and its Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have after giving effect to the incurrence of Loans or LC Issuances hereunder, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition of Holdings, the Borrower and its Subsidiaries. (b) The financial projections of Holdings, the Borrower and its Subsidiaries for the fiscal years 2020 through 2025 prepared by the Borrower and delivered to the Administrative Agent and the Lenders (the “Financial Projections”) were prepared on behalf of the Borrower in good faith after taking into account historical levels of business activity of Holdings, the Borrower and its Subsidiaries, known trends, including general economic trends, and all other information, assumptions and estimates considered by management of Holdings, the Borrower and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Borrower’s projected consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods covered by the Financial Projections may differ materially from the Financial Projections and that no assurance is or can be given that the projected results will be realized. No facts are known to Holdings or the Borrower as of the Closing Date which, if reflected in the Financial Projections, would result in a material adverse change in the assets, liabilities, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effectreflected therein.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Brookline and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Brookline Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Brookline and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Brookline and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Brookline and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2023, no independent public accounting firm of Brookline has resigned (or informed Brookline that it intends to resign) or been dismissed as independent public accountants of Brookline as a result of, or in connection with, any disagreements with Brookline on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. The financial statements of Brookline Bank, Bank Rhode Island and PCSB Bank included in the consolidated reports of condition and income (call reports) of Brookline Bank, Bank Rhode Island and PCSB Bank, as applicable complied, as of their respective dates of filing with the MDOB, RIDOB and NYDFS, as applicable, and the recorded accountability for assets is compared FDIC, in all material respects with existing assets at reasonable intervals applicable accounting requirements and appropriate action is taken with the published instructions of the Federal Financial Institutions Examination Council with respect to any differences. thereto. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Brookline, neither Brookline nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Brookline included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (including any notes thereto) and for liabilities incurred in the ordinary course of business since September 30, 2024, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Brookline 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 Brookline or its Subsidiaries 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, either individually or in the aggregate, to have a Material Adverse Effect on Brookline. Brookline (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Brookline, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Brookline by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Brookline’s outside auditors and the audit committee of Brookline’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to adversely affect Brookline’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of Brookline, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Brookline’s internal control controls over financial reporting. Any such disclosures were made in writing by management to B▇▇▇▇▇▇▇▇’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available to Berkshire. To the knowledge of Brookline, there is no reason to believe that B▇▇▇▇▇▇▇▇’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due and for so long as this Agreement continues in existence. (d) Since January 1, 2023, (i) neither Brookline nor any of its Subsidiaries, nor, to the knowledge of Brookline, any director, officer, auditor, accountant or representative of Brookline 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Brookline or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Brookline or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Brookline or any of its Subsidiaries, whether or not employed by Brookline or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Brookline or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Brookline or any committee thereof or, to the knowledge of Brookline, to any director or officer of Brookline.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, of SYBT and the related notes thereto) of the Company SYBT Subsidiaries included (or incorporated by reference) in SYBT Reports (including the Company SEC Documents related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect in all material respects, the books and records of SYBT and the Company and its Subsidiaries in all material respectsSYBT Subsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of SYBT and the Company SYBT Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and its Subsidiaries amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable regulatory accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in the statements or specific authorizationin the notes thereto. The books and records of SYBT and the SYBT Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements and reflect only actual transactions. BDO USA, P.C. has not resigned (or informed SYBT that it intends to resign) or been dismissed as independent public accountants of SYBT as a result of or in connection with respect to any differences. disagreements with SYBT on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not, either individually or in the Company SEC Documentsaggregate, reasonably be expected to have a Material Adverse Effect on SYBT, neither SYBT nor any of the SYBT Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of SYBT, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SYBT included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (including any notes thereto) and for liabilities incurred in the ordinary course, consistent with past practices, since September 30, 2025, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of SYBT and the SYBT 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 SYBT or the SYBT Subsidiaries or their 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, either individually or in the aggregate, to have a Material Adverse Effect on SYBT. SYBT (i) has implemented and maintains disclosure controls and procedures to ensure that material information relating to SYBT, including the SYBT Subsidiaries, is made known to the chief executive officer and the chief financial officer of SYBT by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Company’s ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to SYBT’s outside auditors and the audit committee of SYBT’s Board of Directors (A) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediated) which are reasonably likely to adversely affect SYBT’s ability to record, process, summarize and report financial information, and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee knowledge of SYBT, any fraud, whether or to the board of directors of the Company any material weaknessnot material, change in internal control over financial reporting or fraud involving that involves management or other employees who have a significant role in the SYBT’s internal control controls over financial reporting. To the knowledge of SYBT, there is no reason to believe that SYBT’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2021, (i) neither SYBT nor any of the SYBT Subsidiaries, nor, to the knowledge of SYBT, any director, officer, auditor, accountant or representative of SYBT or any of the SYBT 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of SYBT or any of the SYBT Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SYBT or any of the SYBT Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing SYBT or any of the SYBT Subsidiaries, whether or not employed by SYBT or any of the SYBT Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by SYBT or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of SYBT or any committee thereof or, to the knowledge of SYBT, to any director or officer of SYBT.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, Except as applicable, the related notes theretoset forth in Section 3.5(a) of the Company Camber Disclosure Schedule, the financial statements of Camber and the Camber Subsidiaries included (or incorporated by reference) in the Company Camber SEC Documents Reports (defined below)(including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of Camber and the Company and its Subsidiaries in all material respectsCamber Subsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Camber and the Company Camber Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and its Subsidiaries amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Camber and the Camber Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken with respect to any differencesother applicable legal and accounting requirements and reflect only actual transactions. February 2021 - April 2023 – First Amendment to (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Camber, neither Camber nor any Camber Subsidiary has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Camber included in its Quarterly Annual Report on Form 10-Q K for the fiscal quarter year ended September 30 December 31, 2020 2022 (including any notes thereto), liabilities incurred in the ordinary course of business consistent with past practice since September 30 December 31, 2020 2022, or in connection with this Agreement and the end transactions contemplated hereby, and liabilities related to the liquidation preference of Camber’s Series C Preferred Stock and/or Series G Preferred Stock. (c) The records, systems, controls, data and information of Camber and the Camber 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 of Camber or the Camber Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on Camber. Camber (x) has not implemented and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Camber, including the Camber Subsidiaries, is made known to the chief executive officer and the chief financial officer of Camber by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent audited fiscal year, there has been evaluation prior to the date hereof (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect ▇▇▇▇▇▇’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Camber’s internal control controls over financial reporting. These disclosures were made in the Camber SEC Reports. (d) Except as set forth in Section 4.5 3.5(d a) of the Camber Disclosure Schedule, since January 1, 2018 2021, (i) neither Camber nor any Camber Subsidiary, nor, to the knowledge of Camber, any director, officer, auditor, accountant or Representative of Camber or any Camber 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 (including with respect to reserves, write-downs, charge-offs and accruals) of Camber or any Camber Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Camber or any Camber Subsidiary has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Camber or any Camber Subsidiary, whether or not employed by Camber or any Camber Subsidiary, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Camber or any matter which if determined adverselyCamber Subsidiary or any of their respective officers, would have a Material Adverse Effect.directors, employees or agents to the Board of Directors of Camber or any committee thereof or the Board of Directors or similar governing body of any Camber Subsidiary or any committee thereof, or to the knowledge of Camber, to any director or officer of Camber or any Camber Subsidiary. February 2021 - April 2023 – First Amendment to

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Parent and its Subsidiaries included (or incorporated by reference) in the Company Parent SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Parent and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Parent and its Subsidiaries have been, since January 1, 2011, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. PricewaterhouseCoopers LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with respect to any differences. disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be likely to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Parent, neither Parent nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Parent included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2014, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Parent 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 Parent or its Subsidiaries 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 likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent. Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Parent’s outside auditors and the audit committee of Parent’s Board of Directors (Ax) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Parent, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Parent’s internal control controls over financial reporting. These disclosures were made in writing by management to Parent’s auditors and audit committee and a copy has been previously made available to Susquehanna. To the knowledge of Parent, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2011, (i) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any director, officer, auditor, accountant or representative of Parent or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of Parent, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Parent or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors or employees to the Board of Directors of Parent or any committee thereof or to the knowledge of Parent, to any director or officer of Parent.

Financial Statements. The financial statements included or incorporated by reference in the SEC Filings and, in the case of the annual audited financial statements, reported on by and unaudited accompanied by an unqualified report from the Company’s accountants, (a) present fairly in all material respects the consolidated financial statements (including, as applicable, the related notes thereto) condition of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance withas at such date, and accurately reflect the books and records consolidated results of the Company its operations and its Subsidiaries in all material respectsconsolidated cash flows for the periods shown, (iib) have been prepared in accordance with generally accepted accounting principles in GAAP applied consistently throughout the United States (“GAAP”) periods involved (except as may be indicated in the notes thereto or, otherwise noted therein and except in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved), (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (ivc) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals (d) complied in all material respects as to form required by published rules and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end regulations of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee SEC related thereto as of the Company Board (the “Audit Committee”) in accordance its date of filing with the Exchange ActSEC. The Company has not publicly incurred any material liabilities, including contingent liabilities, and liabilities for taxes, any long-term leases, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives required to be set forth on a balance sheet prepared in accordance with GAAP (collectively, “Liabilities”), except for: (i) Liabilities reflected, reserved against or otherwise included or disclosed or reported to in the Audit Committee or to the board of directors consolidated balance sheet of the Company any material weaknessand the Company Subsidiaries as of September 30, change in internal control over financial reporting or fraud involving management or other employees who have a significant role 2024 included in the internal control over financial reportingCompany’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, any violation of2024 (“Company Balance Sheet”) or the notes thereto; (ii) Liabilities that have been incurred by the Company or the Company Subsidiaries since September 30, or failure to comply with, 2024 in the U.S. securities laws, ordinary course of business; (iii) Liabilities for performance of obligations of the Company or any matter Company Subsidiary not yet due under contract or agreement to which if determined adverselythe Company or any Company Subsidiary is a party; (iv) Liabilities incurred pursuant to this Agreement and the Transactions; and (v) other Liabilities that would not reasonably be expected to be material to the Company and its Subsidiaries, would have taken as a Material Adverse Effectwhole.

Financial Statements. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements (including, as applicable, the related notes thereto) of the Company Knight and its Subsidiaries included (or incorporated by reference) in Knight’s reports filed publicly with the Company SEC Documents since January 1, 2009 (the “Knight Financial Statements”) (i) have been prepared from, are and in accordance with, and accurately reflect the books and records of the Company Knight and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Knight and its Subsidiaries for the respective fiscal periods or as of their the respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented dates therein set forth (subject, subject in the case of the unaudited financial statements, statements to the absence of footnotes and normal course recurring year-end audit adjustments) and (iviii) complied have been prepared in accordance with GAAP consistently applied during the periods involved (except in the case of unaudited statements for the absence of footnotes and other presentations items), except, in each case, as indicated in such statements or in the notes thereto. Since January 1, 2009, the books and records of Knight and its Subsidiaries have been, and are being, maintained in a manner necessary to form permit preparation of Knight’s financial statements in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general GAAP and in accordance, in all materials respects, with any other applicable legal requirements. As of the date of the Original Merger Agreement, PricewaterhouseCoopers LLP has not resigned or specific authorizationbeen dismissed as independent public accountants of Knight as a result of or in connection with any disagreements with Knight on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except for (i) those liabilities and obligations that are fully reflected or reserved against on the June 30, 2012 consolidated balance sheet of Knight included in Knight Financial Statements; or (ii) liabilities and obligations incurred in the ordinary course of business since June 30, 2012 consistent with past practice, neither Knight nor any of its Subsidiaries has any liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due) that has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Knight. Neither Knight nor any of its Subsidiaries is a party to any “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K. (c) Knight (x) maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) sufficient to provide reasonable assurance that material information relating to Knight, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Knight by others within those entities, and (y) since December 31, 2008, has disclosed to Knight’s outside auditors and the recorded accountability for assets is compared with existing assets at reasonable intervals audit committee of Knight’s Board of Directors (i) any significant deficiencies and appropriate action is taken with respect to any differences. Except as described material weaknesses in the Company SEC Documents, since the end design or operation of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Knight’s ability to record, process, summarize and report financial information and (ii) to the knowledge of Knight, any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Knight’s internal control controls over financial reporting. (d) Since December 31, 2011, (i) neither Knight nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Knight or any of its Subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Knight or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Knight or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Knight or any of its Subsidiaries, whether or not employed by Knight or any of its Subsidiaries, has reported to the Board of Directors of Knight, any committee thereof or to any officer of Knight evidence of a material violation of, or failure to comply with, the U.S. of securities laws, a breach of fiduciary duty or a similar violation by Knight or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors or employees.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company MBNA and its Subsidiaries included (or incorporated by reference) in the Company MBNA SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company MBNA and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company MBNA and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of MBNA and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP has not resigned or been dismissed as independent public accountants of MBNA as a result of or in connection with any disagreements with MBNA on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither MBNA nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the recorded accountability consolidated balance sheet of MBNA included in its Quarterly Report on Form 10-Q for assets is compared with existing assets at reasonable intervals the fiscal quarter ended March 31, 2005 (including any notes thereto) and appropriate action is taken with respect to any differences. Except as described for liabilities incurred in the Company SEC Documentsordinary course of business consistent with past practice since March 31, since 2005 or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of MBNA 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 MBNA or its Subsidiaries 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 3.6(c). MBNA (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Exchange Act) to ensure that material information relating to MBNA, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of MBNA by others within those entities, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to MBNA’s outside auditors and the audit committee of MBNA’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect MBNA’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the MBNA’s internal control controls over financial reporting. These disclosures were made in writing by management to MBNA’s auditors and audit committee and a copy has previously been made available to Bank of America. As of the date hereof, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since December 31, 2004, (i) through the date hereof, neither MBNA nor any of its Subsidiaries nor, to the knowledge of the officers of MBNA, any director, officer, employee, auditor, accountant or representative of MBNA 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 MBNA or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MBNA or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing MBNA or any of its Subsidiaries, whether or not employed by MBNA or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by MBNA or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of MBNA or any committee thereof or to any director or officer of MBNA.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Umpqua and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Umpqua Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Umpqua and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Umpqua and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Umpqua and its Subsidiaries have been, since January 1, 2018, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. Since January 1, 2018, no independent public accounting firm of Umpqua has resigned (or informed Umpqua that it intends to resign) or been dismissed as independent public accountants of Umpqua as a result of, or in connection with, any disagreements with respect to any differences. Umpqua on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Umpqua, neither Umpqua nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Umpqua included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2021, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of Umpqua 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 Umpqua or its Subsidiaries 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, either individually or in the aggregate, to have a Material Adverse Effect on Umpqua. Umpqua (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Umpqua, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Umpqua by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Umpqua’s outside auditors and the audit committee of Umpqua’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to adversely affect Umpqua’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Umpqua’s internal control controls over financial reporting. To the knowledge of Umpqua, there is no reason to believe that Umpqua’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2020, (i) neither Umpqua nor any of its Subsidiaries, nor, to the knowledge of Umpqua, any director, officer, auditor, accountant or representative of Umpqua 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Umpqua or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Umpqua or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Umpqua or any of its Subsidiaries, whether or not employed by Umpqua or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Umpqua or any matter which if determined adverselyof its Subsidiaries or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Umpqua or any committee thereof or to the knowledge of Umpqua, to any director or officer of Umpqua.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company LNKB and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents LNKB Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company LNKB and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company LNKB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of LNKB and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. Since January 1, 2023, no independent public accounting firm of LNKB has resigned (or informed LNKB that it intends to resign) or been dismissed as independent public accountants of LNKB as a result of or in connection with respect to any differences. disagreements with LNKB on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on LNKB, neither LNKB nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of LNKB included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2025, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of LNKB 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 LNKB or its Subsidiaries 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, either individually or in the aggregate, a Material Adverse Effect on LNKB. LNKB (x) has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and (f), respectively, of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to LNKB, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of LNKB by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to LNKB’s outside auditors and the audit committee of LNKB’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) and (Bof the Exchange Act) no change in the Company’s internal control over financial reporting that has materially affected, or is which are reasonably likely to materially affectadversely affect LNKB’s ability to record, the Company’s internal control over process, summarize and report financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board information, and (the “Audit Committee”ii) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving that involves management or other senior employees who have a significant role in the LNKB’s internal control controls over financial reporting. These disclosures were made in writing by management to LNKB’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available by LNKB to BHRB. Neither LNKB nor to LNKB’s knowledge, its independent audit firm has identified any unremediated material weakness in internal controls over financial reporting or disclosure controls and procedures. To the knowledge of LNKB, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2023, (i) neither LNKB nor any of its Subsidiaries, nor, to the knowledge of LNKB, any Representative of LNKB 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of LNKB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that LNKB or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing LNKB or any of its Subsidiaries, whether or not employed by LNKB or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by LNKB or any matter which if determined adverselyof its Subsidiaries or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of LNKB or any committee thereof or the Board of Directors or similar governing body of any LNKB Subsidiary or any committee thereof, or to the knowledge of LNKB, to any director or officer of LNKB or any LNKB Subsidiary.

Financial Statements. The audited and unaudited consolidated financial statements (including, as applicable, the including all related notes thereto) of the Company included (or incorporated by reference) in the Company Parent SEC Documents (i) have been prepared fromif amended, are in accordance with, and accurately reflect the books and records as of the Company and its Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q date of the SEClast such amendment) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , have been prepared from the books and records of Parent and its Subsidiaries, were prepared in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except GAAP applied on a consistent basis (except as described may be indicated in the Company SEC Documentsnotes thereto and, since in the end case of the Company’s most recent audited fiscal unaudited financial statements included therein, for the absence of footnotes and normal year-end adjustments) and present fairly in all material respects the consolidated financial position, there has been results of operations and cash flows of Parent at and for the respective periods indicated (A) no material weakness subject, in the Companycase of the unaudited statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP or the SEC’s rules and regulations to be included in interim or unaudited financial statements). Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (whether or not remediatedas such terms are defined in paragraphs (e) and (Bf), respectively, of Rule 13a-15 and paragraph (e) no change of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the Companyreports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Parent’s management has not identified any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and, to Parent’s Knowledge, there has materially affectedbeen no fraud, whether or is reasonably likely to materially affectnot material, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving that involves management or other employees who have a significant role in the Parent’s internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effect.. DOC ID - 32901658.22 56

Financial Statements. The audited (a) Magellan has delivered to One Stone (i) the unaudited balance sheet of Poplar as of June 30, 2015, and the related income statement for the fiscal year then ended, (ii) the unaudited consolidated financial statements balance sheet of Poplar as of September 30, 2015, and the related income statement for the three-month period then ended, and (includingiii) the unaudited balance sheet of Poplar as of December 31, as applicable2015, and the related income statement for the six-month period then ended (together, the related notes thereto) of the Company included “Unaudited Poplar Financial Statements”). The Unaudited Poplar Financial Statements (or incorporated by reference) in the Company SEC Documents (iA) have been prepared from, are in accordance with, and accurately reflect from the books and records of the Company and its Subsidiaries Poplar in all material respects, (ii) have been prepared in accordance conformity with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis throughout during the periods involved, subject to certain normal and recurring adjustments (iiithat are not individually or in the aggregate material), as set forth in Section 2.7 of the Magellan Disclosure Schedule, and (B) accurately and fairly present in all material respects the consolidated financial position of Poplar as of the Company respective dates thereof and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein then ended. (subjectb) Since January 1, 2015, Magellan has filed with or furnished to the SEC all SEC Filings required to be filed or furnished under the Exchange Act or the Securities Act. None of Magellan’s Subsidiaries, including Poplar or Utah CO2, is required to file periodic reports with the SEC pursuant to the Exchange Act. At the time filed or furnished (or, in the case of the unaudited financial registration statements, solely on the dates of effectiveness) (except to the absence extent amended by a subsequently filed SEC Filing prior to the date hereof, in which case as of footnotes and normal course year-end audit adjustments) and the date of such amendment): each SEC Filing as of the date filed (ivi) complied as (or to form the extent filed after the date hereof and prior to the Closing Date, will comply) in all material respects with the applicable accounting requirements of the Exchange Act and the published Securities Act (as the case may be) and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and any rules and regulations promulgated thereunder applicable to the SEC Filing and (ii) did not contain (or to the extent filed after the date hereof and prior to the Closing Date, will not contain) any untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding written comments from the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse EffectFilings.

Financial Statements. The (i) The: (i) audited and unaudited consolidated financial statements for Santé Veritas Therapeutics Inc. as at and for each of the fiscal years ended on January 31, 2018 and January 31, 2017 including the notes thereto and the reports by Santé Veritas Therapeutics Inc.’s auditors thereon; (includingii) audited consolidated financial statements for Marchwell Ventures Ltd. as at and for each of the fiscal years ended on November 30, 2017 and November 30, 2016 including the notes thereto and the reports by Marchwell Ventures Ltd.’s auditors thereon; and (iii) unaudited condensed consolidated financial statements for Marchwell Ventures Ltd. as applicableat and for the three (3) month period ended February 28, 2018; (collectively, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries in all material respects, (ii“SVT Financial Statements”) have been prepared in accordance with generally accepted accounting principles IFRS, and all financial statements of SVT which are publicly disseminated by SVT in respect of any subsequent periods prior to the United States Effective Date will be prepared in accordance with IFRS applied on a basis consistent with prior periods and all applicable Laws and present fairly, in all material respects, the assets, liabilities (“GAAP”) whether accrued, absolute, contingent or otherwise), consolidated financial position and results of operations of SVT and its Subsidiaries as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto or, in the case thereto). There are no outstanding loans made by SVT or its Subsidiaries to any executive officer or director of unaudited statements, as permitted by Form 10-Q SVT. (ii) Each of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company SVT and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s maintains internal control over financial reporting. The Company’s Such internal control over financial reporting is overseen by effective in providing reasonable assurance regarding the Audit Committee reliability of financial reporting and the Company Board (the “Audit Committee”) preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that: (A) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of SVT are being made only with appropriate authorizations of management and directors of SVT, as applicable; and (B) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Exchange Actassets of SVT that could have a material effect on its financial statements. The Company To the knowledge of SVT, as of the date of this Agreement, neither is, nor has been, any fraud with respect to SVT, whether or not publicly disclosed or reported material, relating to the Audit Committee financial reporting or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reportingof SVT. (iii) Neither SVT nor its Subsidiaries has received any material written complaint, any violation ofallegation, assertion, or failure claim that SVT or its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to comply withthe satisfaction of the SVT Board (or, if applicable, the U.S. securities lawsaudit committee thereof), or any matter which if determined adverselyhas not been disclosed to B▇▇▇▇, would have a Material Adverse EffectBriteside, Sea Hunter, and F▇▇▇▇.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Cascade and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Cascade Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Cascade and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company Cascade and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Cascade and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements and reflect only actual transactions. BDO USA, LLP has not resigned (or informed Cascade that it intends to resign) or been dismissed as independent public accountants of Cascade as a result of or in connection with respect to any differences. disagreements with Cascade on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, since the end a Material Adverse Effect on Cascade, as of the Company’s date hereof, neither Cascade nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Cascade included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2013, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Cascade 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 Cascade or its Subsidiaries 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 Cascade. Cascade (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Cascade, including its Subsidiaries, is accumulated and communicated to the chief executive officer and the chief financial officer of Cascade by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Cascade’s outside auditors and the audit committee of Cascade’s Board of Directors (A) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Cascade’s ability to record, process, summarize and report financial information, and (B) no change in the Company’s internal control over financial reporting any fraud, whether or not material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Cascade’s internal control controls over financial reporting. These disclosures were made in writing by management to Cascade’s auditors and audit committee and a copy has previously been made available to Home. There is no reason to believe that Cascade’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2010, (i) neither Cascade nor any of its Subsidiaries, nor, to the knowledge of Cascade, any director, officer, auditor, accountant or representative of Cascade 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Cascade or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Cascade or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Cascade or any of its Subsidiaries, whether or not employed by Cascade or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Cascade or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Cascade or any committee thereof or to the knowledge of Cascade, to any director or officer of Cascade.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Parent and its Subsidiaries included (or incorporated by reference) in the Company Parent SEC Documents Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Parent and its Subsidiaries in all material respects, Subsidiaries; (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows and changes in shareholders’ equity and consolidated financial position of Parent and the Company Parent’s Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and its Subsidiaries amount); (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only ; and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Parent and its Subsidiaries have been since January 1, 2022 maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the recorded accountability for assets date hereof, ▇▇▇▇▇▇▇▇ & Touche LLP has not resigned (or informed ▇▇▇▇▇▇ that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, neither Parent nor any of its Subsidiaries has incurred nor is compared with existing assets at reasonable intervals and appropriate action is taken with respect subject to any differences. Except as described in liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness included in the Company’s internal control over financial reporting Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (whether or not remediatedincluding any notes thereto), (ii) and (B) no change liabilities incurred in the Company’s internal control over financial reporting that has materially affectedordinary course of business consistent with past practice since December 31, 2024, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”iii) in accordance connection with this Agreement and the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effecttransactions contemplated hereby.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Radian and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Radian Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Radian and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Radian and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Radian and its Subsidiaries have been, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants of Radian as a result of or in connection with respect to any differences. disagreements with Radian on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, a Material Adverse Effect on Radian, neither Radian nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Radian included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2006 that are reflected in the end financial statements included in Radian’s Current Report on Form 8-K filed on January 24, 2007, or incurred in the ordinary course of business consistent with past practice since December 31, 2006 or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Radian 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 Radian or its Subsidiaries 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 Radian. Radian (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Radian, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Radian by others within those entities, and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Radian’s outside auditors and the audit committee of Radian’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Radian’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the Radian’s internal control controls over financial reporting. These disclosures were made in writing by management to Radian’s auditors and audit committee and a copy has previously been made available to MGIC. There is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), without qualification, when next due. (d) Since December 31, 2005, (i) neither Radian nor 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 Radian or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Radian or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Radian or any of its Subsidiaries, whether or not employed by Radian or any of its Subsidiaries, has reported evidence of a material violation of, or failure to comply with, the U.S. of securities laws, breach of fiduciary duty or similar violation by Radian or any matter which if determined adverselyof its officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Radian or any committee thereof or to any director or officer of Radian.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, of Flagstar and the related notes thereto) of the Company Flagstar Subsidiaries included (or incorporated by reference) in the Company SEC Documents Flagstar Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of Flagstar and the Company and its Flagstar Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Flagstar and the Company Flagstar Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and its Subsidiaries amount), (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only , and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. The books and records of Flagstar and the Flagstar Subsidiaries have been, since January 1, 2018, and the recorded accountability for assets is compared are being, maintained in all material respects in accordance with existing assets at reasonable intervals GAAP and appropriate action is taken any other applicable legal and accounting requirements. No independent public accounting firm of Flagstar has resigned (or informed Flagstar that it intends to resign) or been dismissed as independent public accountants of Flagstar as a result of or in connection with respect to any differences. disagreements with Flagstar on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as described would not reasonably be expected to have, either individually or in the Company SEC Documentsaggregate, since the end a Material Adverse Effect on Flagstar, neither Flagstar nor any of the Company’s Flagstar Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of Flagstar, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Flagstar included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2020, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Flagstar and the Flagstar 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 Flagstar or the Flagstar Subsidiaries 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 Flagstar. Flagstar (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Flagstar, including the Flagstar Subsidiaries, is made known to the chief executive officer and the chief financial officer of Flagstar by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (ii) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to Flagstar’s outside auditors and the audit committee of Flagstar’s Board of Directors (A) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (whether or not remediatedas defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Flagstar’s ability to record, process, summarize and report financial information, and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee knowledge of Flagstar, any fraud, whether or to the board of directors of the Company any material weaknessnot material, change in internal control over financial reporting or fraud involving that involves management or other employees who have a significant role in the Flagstar’s internal control controls over financial reporting. Any such disclosures were made in writing by management to Flagstar’s auditors and audit committee and true and complete copies of such disclosures have been made available to NYCB. To the knowledge of Flagstar, there is no reason to believe that Flagstar’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2018, (i) neither Flagstar nor any of the Flagstar Subsidiaries, nor, to the knowledge of Flagstar, any director, officer, auditor, accountant or representative of Flagstar or any of the Flagstar 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Flagstar or any of the Flagstar Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Flagstar or any of the Flagstar Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Flagstar or any of the Flagstar Subsidiaries, whether or not employed or retained by Flagstar or any of the Flagstar Subsidiaries, has reported evidence of a material violation of, of securities laws or failure to comply with, the U.S. securities banking laws, breach of fiduciary duty or similar violation by Flagstar or any matter which if determined adverselyof the Flagstar Subsidiaries or any of their respective officers, would have a Material Adverse Effectdirectors, employees or agents to the Board of Directors of Flagstar or any committee thereof or the Board of Directors or similar governing body of any Flagstar Subsidiary or any committee thereof, or, to the knowledge of Flagstar, to any director or officer of Flagstar or any Flagstar Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company CBTX and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents CBTX Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company CBTX and its Subsidiaries in all material respects, Subsidiaries; (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company CBTX and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount); (iii) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access to assets is permitted only ; and (iv) have been prepared in accordance with management’s general GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or specific authorizationin the notes thereto. Since December 31, 2018, no independent public accounting firm of CBTX has resigned (or informed CBTX that it intends to resign) or been dismissed as independent public accountants of CBTX as a result of or in connection with any disagreements with CBTX on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CBTX, neither CBTX nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), and except for those liabilities that are reflected or reserved against on the recorded accountability consolidated balance sheet of CBTX included in its Quarterly Report on Form 10-Q for assets is compared with existing assets at reasonable intervals the fiscal quarter ended September 30, 2021 (including any notes thereto) and appropriate action is taken with respect to any differences. Except as described for liabilities incurred in the Company SEC Documentsordinary course of business consistent with past practice since September 30, since 2021, or in connection with this Agreement and the end transactions contemplated hereby. (c) The records, systems, controls, data and information of CBTX 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 of CBTX or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership that would not reasonably be expected to have a Material Adverse Effect on CBTX. CBTX (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Company’s Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to CBTX, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of CBTX by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent audited fiscal yearevaluation prior to the date hereof, there has been to CBTX’s outside auditors and the audit committee of CBTX’s Board of Directors (Ai) no any significant deficiencies and material weakness weaknesses in the Company’s design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect CBTX’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not remediated) and (B) no change in the Company’s internal control over financial reporting material, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving involves management or other employees who have a significant role in the CBTX’s internal control controls over financial reporting. These disclosures were made in writing by management to CBTX’s auditors and audit committee and true, correct and complete copies of such disclosures have previously been made available by CBTX to Allegiance. There is no reason to believe that CBTX’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2019, (i) neither CBTX nor any CBTX Subsidiary, nor, to the knowledge of CBTX, any director, officer, auditor, accountant or representative of CBTX or any CBTX 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of CBTX or any CBTX Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that CBTX or any CBTX Subsidiary has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing CBTX or any CBTX Subsidiary, whether or not employed by CBTX or any CBTX Subsidiary, has reported evidence of a material violation ofof securities laws or banking laws, breach of fiduciary duty or similar violation by CBTX or any CBTX Subsidiary or any of their respective officers, directors, employees or agents to the Board of Directors of CBTX or any committee thereof or the Board of Directors or similar governing body of any CBTX Subsidiary or any committee thereof, or failure to comply withthe knowledge of CBTX, the U.S. securities laws, to any director or officer of CBTX or any matter which if determined adversely, would have a Material Adverse EffectCBTX Subsidiary.

Financial Statements. (a) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Ameris and its Subsidiaries included (or incorporated by reference) in the Company SEC Documents Ameris Exchange Act Reports, including the related notes, where applicable, (i) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Ameris and its Subsidiaries in all material respectsSubsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Company Ameris and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Access , and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. (b) Ameris and its Subsidiaries have maintained a system of internal accounting controls sufficient to provide reasonable assurances 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 GAAP and to maintain accountability for assets; (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. Except as described in the Company SEC Documents, since the end of the Company’s most recent audited fiscal year, there has No changes have been (A) no material weakness in the Companymade to Ameris’s internal control over financial reporting (whether or not remediatedreporting, as defined in Rule 13a-15(f) and (BRule 15d-15(f) no change in of the Company’s internal control over financial reporting Exchange Act, since December 31, 2016 that has materially affected, or is are reasonably likely to materially affect, the Company’s its internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Company Board (the “Audit Committee”) in accordance with the Exchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effect.