Common use of Financial Statements Clause in Contracts

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 case of unaudited financial statements to year-end adjustments.

Financial Statements. (a) The WSFS Financial Statements financial statements of Charter and CharterBank included (or incorporated by reference reference) in the WSFS Charter SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCharter and CharterBank, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Charter and CharterBank 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 GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCharter and CharterBank have been, since January 1, 2016, and (C) will fairly present 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 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 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 financial condition balance sheet of WSFS Charter included in its Quarterly Report on Form 10-Q for the fiscal quarter 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 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 respective dates set forth therein Exchange Act) to ensure that material information relating to Charter, including CharterBank, is made known to the chief executive officer and the results chief financial officer of operationsCharter 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, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Charter’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Charter Board of Directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Charter’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Charter, any fraud, whether or not material, that involves management or other employees who have a significant role in Charter’s internal controls over financial reporting (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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by Charter or any of its officers, directors, 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 WSFS Financial Statements consolidated financial statements of SIC and its Subsidiaries included or incorporated by reference in the WSFS SIC SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSIC and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. (b) Neither SIC nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to 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 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 authorizations of SIC management and the SIC Board, and (iii) regarding prevention or timely detection of the unauthorized 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 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 (x) any significant deficiency and material weakness in the design or operation of SIC’s internal control over financial reporting that is reasonably likely to adversely affect SIC’s ability to record, process, 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. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company 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 Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by SIC 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 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 unaudited 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 statements for the omission officer of footnotes, and (C) will fairly present SIC have complied in all material respects with the consolidated financial condition of WSFS as applicable provisions of the respective dates set forth therein S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the results Exchange Act. The principal executive officer and the principal financial officer of operationsSIC have made all certifications required by Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to each SIC SEC Report, stockholders’ equity and cash flows the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of WSFS for the respective periods set forth thereinpreceding sentence, subject “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the case of unaudited financial statements to yearS▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act.

Financial Statements. (a) The WSFS Financial Statements financial statements of CenterState and its Subsidiaries included (or incorporated by reference reference) in the WSFS CenterState SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCenterState and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCenterState and its Subsidiaries have been, since January 1, 2016, and (C) will fairly present 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 CenterState that it intends to resign) or been dismissed as independent public accountants of CenterState as a result of or in connection with any disagreements with CenterState 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 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 financial condition balance sheet of WSFS 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 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 respective dates set forth therein Exchange Act) to ensure that material information relating to CenterState, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsCenterState 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, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to CenterState’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject CenterState’s board of directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect CenterState’s ability to record, process, summarize and report financial information, and (y) to the knowledge of CenterState, any fraud, whether or not material, that involves management or other employees who have a significant role in CenterState’s internal 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by CenterState or any of its officers, directors, 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. The WSFS Financial Statements audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference reference) in the WSFS Company SEC Reports Documents (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, and accurately reflect the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries in all material respects, (ii) have been prepared in accordance with GAAP, regulatory generally accepted accounting principles and in the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied United States (“GAAP”) (except as may be otherwise indicated in the notes thereto and except with respect to or, in the interim financial statements for case of unaudited statements, as permitted by Form 10-Q of the omission of footnotes and SEC) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial condition position of the WSFS Entities Company and its Subsidiaries as of the their respective dates set forth therein dates, and the consolidated income, stockholders equity, results of operations, stockholders’ equity operations and changes in consolidated financial position or cash flows of the WSFS Entities for the respective periods set forth thereinpresented therein (subject, subject in the case of the interim unaudited financial statements statements, to the absence of footnotes and normal course year-end audit adjustments. The consolidated WSFS Financial Statements ) and (iv) complied as to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete form in all material respects, (B) will have been prepared in accordance respects with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, in each case, consistently applied except as may be otherwise indicated in and the notes thereto recorded accountability for assets is compared with existing assets at reasonable intervals and except appropriate action is taken with respect to unaudited 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 statements for the omission of footnotes, reporting (whether or not remediated) and (CB) will fairly present no change in all material respects the consolidated Company’s internal control over financial condition of WSFS as 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 respective dates set forth therein and Company Board (the results “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 operationsdirectors of the Company any material weakness, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the case of unaudited internal control over financial statements reporting, any violation of, or failure to year-end adjustmentscomply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effect.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of SIC and its Subsidiaries included or incorporated by reference in the WSFS SIC SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSIC and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. (b) Neither SIC nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to 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 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 authorizations of SIC management and the SIC Board, and (iii) regarding prevention or timely detection of the unauthorized 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 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 (x) any significant deficiency and material weakness in the design or operation of SIC’s internal control over financial reporting that is reasonably likely to adversely affect SIC’s ability to record, process, 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. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company 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 Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by SIC 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 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 unaudited 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 statements for the omission officer of footnotes, and (C) will fairly present SIC have complied in all material respects with the consolidated financial condition of WSFS as applicable provisions of the respective dates set forth therein ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the results Exchange Act. The principal executive officer and the principal financial officer of operationsSIC have made all certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to each SIC SEC Report, stockholders’ equity and cash flows the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of WSFS for the respective periods set forth thereinpreceding sentence, subject “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the case of unaudited financial statements to year▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act.

Financial Statements. The WSFS Financial Statements included consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or incorporated by reference in the WSFS SEC Reports (i) are trueRegistration Statement, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles Prospectus and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present Disclosure Package comply in all material respects with the consolidated applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects (i) the financial condition of the WSFS Entities Company and its consolidated subsidiaries as of the respective dates set forth therein indicated and (ii) the consolidated results of operations, stockholders’ equity and changes in cash flows of the WSFS Entities Company and its consolidated subsidiaries for the respective periods set forth thereintherein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles, subject consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the interim financial statements to absence of footnotes and normal year-end adjustments). The historical consolidated WSFS Financial Statements to be prepared after financial statements of (i) Hunter Disposal, LLC (the date of this Agreement “Target”), together with the related schedules and prior to notes thereto set forth or incorporated by reference in the Closing (A) will be trueRegistration Statement, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles the Prospectus and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present Disclosure Package comply in all material respects with the consolidated applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects (i) the financial condition of WSFS the Target as of the respective dates set forth therein indicated and (ii) the consolidated results of operations, stockholders’ equity and changes in cash flows of WSFS the Target for the respective periods set forth thereintherein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles, subject consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements 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 Commission) comply with Regulation G of the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act, to the extent applicable, and present fairly in all material respects the information shown therein and the Company’s basis for using such measures.

Financial Statements. (a) The WSFS Financial Statements financial statements of IBTX and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC IBTX Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesIBTX and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in 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 date hereof, to IBTX’s outside auditors and the audit committee of IBTX’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 adversely affect IBTX’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in IBTX’s internal 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 unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesIBTX 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 (Cii) will fairly present in all 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 respects violation of 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 consolidated financial condition Board of WSFS as Directors of IBTX or any committee thereof or the respective dates set forth therein and Board of Directors or similar governing body of any IBTX Subsidiary or any committee thereof, or to the results knowledge of operationsIBTX, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsIBTX or any IBTX Subsidiary.

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) The QLT Financial Statements have been prepared in accordance with GAAP, regulatory accounting principles U.S. GAAP applied on a basis consistent with those of previous periods and the in accordance with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied Laws except as may be otherwise indicated stated in the notes thereto to such statements or in the auditor's report thereon and except with respect subject, in the case of the QLT unaudited Interim Financial Statements, to normal year end audit adjustments, which are not material to QLT and the interim financial statements for QLT Subsidiaries, taken as a whole, individually or in the omission of footnotes aggregate, and (iii) fairly 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 respects, the consolidated financial condition position and consolidated results of operations, changes in shareholders' equity and cash flows of QLT and the WSFS Entities QLT Subsidiaries as of the respective dates set forth therein thereof and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject . 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 case of the interim QLT Public Disclosure Record (including any financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be trueincluded or incorporated by reference therein), accurate and complete in all material 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein (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 requirements of the 1933 Securities Act and the results ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. (ii) QLT has designed such disclosure controls and procedures, or caused them to be designed under the supervision of operationsthe Chairman of the QLT Executive Transition Committee and Chief Financial Officer of QLT, stockholders’ equity to provide reasonable assurance that material information relating to QLT is made known to such officers by others within QLT and cash flows 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 WSFS 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 U.S. GAAP. To the respective periods set forth thereinknowledge of QLT, subject since December 31, 2011: (i) there have been no significant deficiencies in the case design or operation of, or material weaknesses in, the internal controls over financial reporting of unaudited QLT that are reasonably likely to adversely affect QLT's ability to record, process, summarize and report financial statements to year-end adjustmentsinformation, and (ii) there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of QLT. To the knowledge of QLT, since December 31, 2011, QLT has received no (x) complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) written reports from employees of QLT regarding questionable accounting or auditing matters.

Financial Statements. (a) The WSFS Financial Statements financial statements of Boston Private and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Boston Private Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesBoston Private and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory except, in each case, as indicated in such statements or in 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 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 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 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 rules and regulations instructions of the SEC, in each case, consistently applied except as may be otherwise indicated Federal Financial Institutions Examination Council with respect thereto. (b) The allowances for loan losses and for credit losses contained in the notes thereto and except with respect to unaudited financial statements consolidated balance sheet of Boston Private included in its Quarterly Report on 10-Q for the omission fiscal quarter ended September 30, 2020 were established in accordance with the practices and experiences of footnotesBoston Private and its Subsidiaries, and are adequate under and in accordance with the requirements of GAAP and the applicable Governmental Entities to provide for possible losses on loans (Cincluding accrued interest receivable) will fairly present in all material respects the consolidated financial condition and credit commitments (including stand-by letters of WSFS credit) outstanding as of the respective dates set forth therein date of such balance sheet. Boston Private adopted and fully implemented CECL effective as of January 1, 2020, other than for regulatory capital purposes. As used in this Agreement, “CECL” means Current Expected Credit Losses, a new credit loss accounting standard that was issued by the results of operationsFinancial Accounting Standards Boards on June 16, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein2016, subject in the case of unaudited financial statements pursuant to year-end adjustmentsAccounting Standards Update (ASU) No. 2016, Topic 326.

Financial Statements. (a) The WSFS Financial Statements audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and its Subsidiaries included or incorporated by reference in the WSFS SEC Reports Parent’s Registration Statement on Form S-1 (i) are true, accurate and complete in all material respects, and have been prepared from, from and are in accordance with the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial condition position of Parent and its Subsidiaries for the WSFS Entities respective fiscal periods or as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the interim financial unaudited statements to recurring year-end audit adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement ), and prior to the Closing (Aiii) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved (except in the case of unaudited statements for the absence of footnotes and other presentation items), regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 case of unaudited statements, as permitted by applicable financial reporting requirements. Since January 1, 2009, the books and records of Parent and its Subsidiaries have been, and are being, maintained in a manner necessary to permit preparation of Parent’s financial statements in all material respects in accordance with GAAP and in accordance, in all material respects, with applicable legal requirements. As of the 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 yearbecome due) of the type required to be recorded on a balance sheet prepared in accordance with GAAP, or would 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 transactions contemplated hereby; or (iii) liabilities and obligations disclosed in the Parent Disclosure Schedule. Neither Parent nor any of its Subsidiaries is a party to any “off-end adjustments.balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K.

Financial Statements. (a) The WSFS Financial Statements financial statements of Fifth Third and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Fifth Third Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesFifth Third and its Subsidiaries in all material respects, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesFifth Third and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and 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 any disagreements with Fifth Third 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 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 financial condition balance sheet of WSFS 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 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 respective dates set forth therein Exchange Act) to ensure that material information relating to Fifth Third, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsFifth 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, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Fifth Third’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Fifth Third’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Fifth Third’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Fifth Third’s internal 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 of 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 to the knowledge of Fifth Third, to any director or officer of Fifth Third or any Fifth Third Subsidiary.

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (a) There are no Liabilities of Parent and its Subsidiaries, except (i) are true, accurate and complete Liabilities disclosed in all material respects, and have been prepared from, and are in accordance with the Books and Records Section 4.7(a) of the WSFS EntitiesParent Disclosure Letter, (ii) Liabilities to the extent reflected or reserved against in the Latest Parent Balance Sheet, (iii) 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 been prepared 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 accordance all material respects with GAAP, regulatory accounting principles 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 statements included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto, was prepared in accordance with GAAP (except, in each casethe case of unaudited statements, consistently 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 otherwise indicated in the notes thereto thereto) and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present presented in all material respects the consolidated financial condition position of the WSFS Entities Parent and its Subsidiaries as of the respective dates set forth therein thereof and the consolidated results of operations, stockholders’ equity their operations and cash flows of the WSFS Entities for the respective periods set forth therein, shown (except that the unaudited statements may not contain footnotes and are subject in the case of the interim financial statements to normal year-end audit adjustments. The consolidated WSFS Financial Statements ). (c) Parent and its Subsidiaries have established and maintained systems of internal accounting controls with respect to be prepared after the date of this Agreement and prior their businesses sufficient to the Closing provide reasonable assurances that (Ai) will be true, accurate and complete in all material respects, (B) will have been prepared transactions are executed in accordance with GAAPthe general or specific authorization of the management of Parent, regulatory accounting principles (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 applicable accounting requirements and recorded accountability for assets is compared with the published rules existing assets at reasonable intervals and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except appropriate action is taken with respect to unaudited any differences. The “disclosure controls and procedures” (as 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 reports that they file or submit 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 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 statements for officer of Parent to make the omission certifications required under the Exchange Act with respect to such reports. (d) Neither Parent nor any of footnotesits 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 or such Subsidiary’s financial statements. (e) Since January 1, 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 (i) all known “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects Parent’s ability to record, process, summarize and report financial information, and (Cii) will fairly present any known fraud, whether or not material, that involves management or other employees of Parent who have a significant role in all material respects Parent’s internal controls over financial reporting. (f) Other than Parent, none of Parent or any of its Subsidiaries is, or has at any time since January 1, 2008 been, subject to the consolidated financial condition reporting requirements of WSFS as Section 13(a) or 15(d) 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 case of unaudited financial statements to year-end adjustmentsExchange Act.

Financial Statements. The WSFS Financial Statements included unaudited financial statements of Cummins Family Produce for the quarter ending September 30, 2008 have been prepared in accordance with United States generally accepted accounting principles (except to the extent they may not include footnotes or incorporated may be condensed or summary statements). The financial statements of Cummins Family Produce are complete and correct in all material respects and present fairly the financial position of Cummins Family Produce as of the dates thereof and the results of operations and cash flows of Cummins Family Produce for the periods covered by reference such statements, in accordance with GAAP consistently applied, except for (x) the absence of footnote disclosures required by GAAP and (y) normal recurring year-end adjustments which are not material, individually or in the WSFS SEC Reports aggregate. No Litigation. No litigation or claim (iincluding those for unpaid taxes) against Cummins Family Produce 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 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 true, complete and accurate and complete 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 prepared fromwithheld, and are in accordance with the Books such withheld taxes have either been duly and Records of the WSFS Entities, (ii) 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect timely paid to the interim financial statements proper governmental authorities or set aside in accounts for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 case of unaudited financial statements to year-end adjustmentssuch purposes.

Financial Statements. (a) The WSFS Financial Statements financial statements of the Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present the consolidated statements of operations, statements of comprehensive income, cash flows, changes in accordance 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory U.S. generally accepted accounting principles and (“GAAP”) consistently applied during the applicable accounting requirements and with the published rules and regulations of the SECperiods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotes, Company and (C) will fairly present 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, ▇▇▇▇ ▇▇▇▇▇ 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 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 subject to 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 consolidated financial condition of WSFS as balance sheet of the respective dates set forth therein Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2020 which have been Previously Disclosed, or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. The WSFS Financial Statements included (a) Acquiror has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by reference in Acquiror with the WSFS Securities and Exchange Commission (the “SEC”) since December 31, 2013 (such documents being collectively referred to as the “Acquiror SEC Reports Documents”). (b) Each Acquiror SEC Document (i) are trueat the time filed, accurate and complete complied in all material respectsrespects with the requirements of the Exchange Act and the Securities Act, as the case may be, and have been prepared from, the rules and are in accordance with the Books and Records regulations of the WSFS Entities, SEC promulgated thereunder applicable to such Acquiror 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. (c) Each of the financial statements of Acquiror included in the Acquiror SEC Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP, regulatory accounting principles applied on a consistent basis throughout the periods presented thereby and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein position and the consolidated results of operationsoperating results, stockholders’ equity and cash flows of the WSFS Entities Acquiror as of, and for the respective periods set forth thereinended on, subject in the case of the interim financial statements to year-end 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 complete in all material 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operationsthereof, stockholders’ equity and cash flows of WSFS for the respective periods set forth thereinsubject, subject however, in the case of unaudited financial statements statements, to normal year-end adjustmentsaudit adjustments and accruals and the absence of notes and other textual disclosures as permitted by Form 10Q of the SEC.

Financial Statements. (a) The WSFS Financial Statements financial statements of South State and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC South State Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSouth State and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesSouth State and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and 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 any disagreements with South State 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 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 financial condition balance sheet of WSFS 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 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 respective dates set forth therein Exchange Act) to ensure that material information relating to South State, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsSouth 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, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to South State’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject South State’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect South State’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in South State’s internal 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▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by South State or any of its Subsidiaries or any of their respective officers, directors, 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. The WSFS Buyer Financial Statements included or incorporated by reference in the WSFS Buyer SEC 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 Records of the WSFS Buyer Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and and, if applicable, with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim unaudited financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Buyer Entities as of the respective dates set forth therein and the consolidated results of operations, stockholdersshareholders’ equity and cash flows of the WSFS Buyer Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Buyer Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and and, if applicable, with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesfootnotes and year-end adjustments, and (CB) will fairly present in all material respects the consolidated financial condition of WSFS Buyer as of the respective dates set forth therein and the results of operations, stockholdersshareholders’ equity (except with respect to unaudited financial statements) and cash flows (except with respect to unaudited financial statements) of WSFS Buyer for the respective periods set forth therein, subject in the case of unaudited financial statements to the omission of footnotes and year-end adjustments.

Financial Statements. (a) The WSFS Financial Statements financial statements of Synovus and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Synovus Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSynovus and its Subsidiaries in all material respects, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesSynovus and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and 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 any disagreements with Synovus 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 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 financial condition balance sheet of WSFS 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 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 respective dates set forth therein 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 results chief financial officer of operationsSynovus 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”), stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Synovus’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Synovus’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Synovus’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Synovus’s internal 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 of 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 to the knowledge of Synovus, to any director or officer of Synovus or any Synovus Subsidiary.

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) The financial statements (including any related notes) contained in the Issuer SEC Documents, as of their respective effective dates (in the case of the Issuer SEC Documents that are true, accurate and complete registration statements filed pursuant to the requirements of the Securities Act) or as of their respective SEC filing dates (in the case of all other Issuer SEC Documents): (A) complied as to form in all material respects, and have been prepared from, and are in accordance respects with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto, (B) were prepared in each case, consistently accordance with U.S. GAAP applied on a consistent basis throughout the periods covered thereby (except (a) as may be otherwise indicated specifically provided in such financial statements or the notes thereto, or (b) in the notes thereto and except with respect case of unaudited interim statements, to the interim financial statements for the omission of extent they may exclude footnotes or may be condensed to summary statements) and (iiiC) fairly present in all material respects the consolidated financial condition position of the WSFS Entities Issuer and the Subsidiaries as of the respective dates set forth therein thereof and the consolidated results of operations, stockholders’ equity operations and cash flows of the WSFS Entities Issuer and its Subsidiaries for the respective periods set forth therein, subject covered thereby (other than as may have corrected or clarified in the case of the interim financial statements to year-end 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 complete in all material 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 SECa subsequent Issuer SEC Document), in each case, consistently applied case except as may be otherwise indicated disclosed therein and as permitted under the Exchange Act. (ii) Neither the Issuer nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement, arrangement or undertaking (including any contract, agreement, arrangement or undertaking relating to any transaction or relationship between or among one or more of the Issuer and/or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, as defined in Rule 405 under the Securities Act (the “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 promulgated by the SEC), where the result, purpose or intended effect of such contract, agreement, arrangement or undertaking is to avoid disclosure of any material transaction involving, or material liabilities of, the Issuer or any of the Subsidiaries in the notes thereto and except with respect to unaudited Issuer’s or such Subsidiary’s published financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 case of unaudited financial statements to year-end adjustmentsor other Issuer SEC Documents.

Financial Statements. (a) The WSFS financial statements of SVB Financial Statements and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC SVB Financial Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSVB Financial and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesSVB Financial and its Subsidiaries have since December 31, 2017, been, and (C) will fairly present 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 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 any disagreements with SVB Financial 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 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 consolidated balance sheet of SVB Financial included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 (including any notes thereto) and for liabilities incurred in the 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 controls over financial condition of WSFS reporting (as defined in Rule 13a-15(e) and (f), respectively, of the respective dates set forth therein Exchange Act) to ensure that material information relating to SVB Financial, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsSVB Financial 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. Neither SVB Financial nor its independent audit firm has identified any unremediated material weakness in internal controls over financial reporting or 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 certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, stockholders’ equity 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 cash flows accruals) of WSFS for 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 of 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 respective periods set forth thereinBoard 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, subject or to the knowledge of SVB Financial, to any director or officer of SVB Financial or any Subsidiary of SVB Financial (including pursuant to any whistleblower or similar process). (e) As of the date of this Agreement, no executive officer of SVB Financial has failed in any respect to make the case certifications required of unaudited financial statements to yearhim or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act.

Financial Statements. (a) The WSFS Financial Statements financial statements of Viking and the Viking Subsidiaries included (or incorporated by reference reference) in the WSFS Viking SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of Viking and the WSFS EntitiesViking Subsidiaries, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows, changes in stockholders’ equity and consolidated financial position of Viking and the 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 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for records of Viking and the omission of footnotesViking Subsidiaries have been, and (C) will fairly present 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) Except as would not reasonably be expected to have, either individually or in the aggregate, 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 financial condition balance sheet of WSFS 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 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 respective dates 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 evaluation prior to the date hereof (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 adversely affect Camber’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Camber’s internal controls over financial reporting. These disclosures were made in the Viking SEC Reports. (d) Except as set forth therein 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 securities laws, breach of fiduciary duty or similar violation by Viking or any Viking Subsidiary or any of their respective officers, directors, employees or agents to the results Board of operationsDirectors of Viking or any committee thereof or the Board of Directors or similar governing body of any Viking Subsidiary or any committee thereof, stockholders’ equity or to the knowledge of Viking, to any director or officer of Viking or any Viking Subsidiary; and cash flows (iii) neither Viking nor any Viking Subsidiary, nor, to the knowledge of WSFS for 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 respective periods set forth thereinSecurities and Exchange Commission, subject in the case of unaudited financial statements to yearFINRA, any state securities division or any self-end adjustmentsregulatory agency.

Financial Statements. (a) The WSFS Financial Statements financial statements of CenterState and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC CenterState Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCenterState and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCenterState and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and 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 any disagreements with CenterState 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 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 financial condition balance sheet of WSFS 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 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 respective dates set forth therein 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 results chief financial officer of operationsCenterState 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”), stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to CenterState’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject CenterState’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect CenterState’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in CenterState’s internal 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▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by CenterState or any of its Subsidiaries or any of their respective officers, directors, 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) CNYF has previously delivered to Niagara Bancorp the CNYF Regulatory Reports. The WSFS Financial Statements included CNYF Regulatory Reports have been, or incorporated will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by reference in the WSFS SEC Reports (i) are truesuch statements, accurate and complete fairly present, or will fairly present in all material respects, the consolidated financial position, results of operations and have been prepared fromchanges in shareholders' equity of CNYF as of and for the periods ended on the dates thereof, and are in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) CNYF has previously delivered to Niagara Bancorp the Books and Records of the WSFS EntitiesCNYF Financials. The CNYF Financials have been, (ii) have been or will be, prepared in accordance with GAAP, regulatory accounting principles and (including the applicable accounting requirements and with the published rules and regulations of the SECrelated notes where applicable) fairly present, or will fairly present, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments. The ), the consolidated WSFS Financial Statements to be prepared after financial position, results of operations and cash flows of CNYF and the date CNYF Subsidiaries as of this Agreement and prior to for the Closing (A) will be truerespective periods ending on the dates thereof, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP applied on a consistent basis during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesthereto, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 or in the case of unaudited financial statements statements, as permitted by Form 10-Q. (c) At the date of each balance sheet included in the CNYF 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) of a type required to year-end adjustmentsbe 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 with past practice and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements. (a) Innes Street has previously made available to ▇▇▇▇▇▇ Bancorp the Innes Street Regulatory Reports. The WSFS Financial Statements included or incorporated Innes Street Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by reference in the WSFS SEC Reports (i) are truesuch statements, accurate and complete fairly present in all material respects, the consolidated financial position, results of operations and have been prepared fromchanges in shareholders' equity of Innes Street as of and for the periods ended on the dates thereof, and are in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) Innes Street has previously made available to ▇▇▇▇▇▇ Bancorp the Books and Records of the WSFS Entities, (ii) Innes Street Financials. The Innes Street Financials 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiincluding the related notes where applicable) fairly present in each case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments. The ), the consolidated WSFS Financial Statements to be prepared after financial position, results of operations and cash flows of Innes Street and Citizens Bank on a consolidated basis as of and for the date of this Agreement and prior to respective periods ending on the Closing (A) will be truedates thereof, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP applied on a consistent basis during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesthereto, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 or in the case of unaudited financial statements statements, as permitted by Form 10-Q. (c) At the date of each balance sheet included in the Innes 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) of a type required to year-end adjustmentsbe 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 with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference in (x) Parent’s Annual Report on Form 10-K for the WSFS SEC Reports 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, in each case, the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the 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 therein set forth (subject in the case of the financial statements referenced in clause (y) above to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesParent and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and 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 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 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 financial condition balance sheet of WSFS 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 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 respective dates set forth therein Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent 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, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Parent’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Parent’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, 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 WSFS Financial Statements financial statements of Coursera and the Coursera Subsidiaries included (or incorporated by reference reference) in the WSFS Coursera SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of Coursera and the WSFS EntitiesCoursera Subsidiaries, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows, changes in stockholders’ equity and consolidated financial position of Coursera and the 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 amount and not otherwise material, individually or in the aggregate), (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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for records of Coursera and the omission of footnotesCoursera Subsidiaries have been, and (C) will fairly present 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, 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 any disagreements with Coursera 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 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 financial condition balance sheet of WSFS 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 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 respective dates set forth therein 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 results chief financial officer of operationsCoursera 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”), stockholders’ equity (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Coursera’s outside auditors and cash flows the audit committee of WSFS for the respective periods set forth therein, subject Coursera’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited 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 material, that involves management or other employees who have a significant role in Coursera’s internal controls over financial reporting 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 yearCoursera’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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by Coursera or any Coursera Subsidiary or any of their respective officers, directors, 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 WSFS Financial Statements consolidated financial statements of the Company included or incorporated by reference in the WSFS SEC Reports (i) are trueDocuments required to be filed by the Company with the SEC pursuant to the Exchange Act within the last 24 months, accurate together with the related notes and complete schedules, present fairly, in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition position of the WSFS Entities Company and its Subsidiaries as of the respective dates set forth therein indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity and cash flows of the WSFS Entities Company for the respective periods set forth specified and have been prepared in 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 are noted therein, subject (ii) in the case of the unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements, and (iii) such adjustments that are not material, either individually or in the aggregate) during the periods involved; the other financial and statistical data with respect to year-end adjustments. The consolidated WSFS Financial Statements the Company and its Subsidiaries contained or incorporated by reference in the SEC Documents required to be prepared after filed by the date of this Agreement and prior Company with the SEC pursuant to the Closing (A) will be true, accurate Exchange Act within the last 24 months are accurately and complete in all material respects, (B) will have been fairly presented and prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and on a basis consistent with the published financial statements and books and records of the Company; there are no financial 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 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 the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present comply in all material respects the consolidated financial condition of WSFS as with Regulation G of the respective dates set forth therein Exchange Act and Item 10 of Regulation S-K under the results of operationsSecurities Act, stockholders’ equity and cash flows of WSFS for to the respective periods set forth therein, subject extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the case of unaudited financial statements SEC Documents required to year-end adjustmentsbe filed by the Company with the SEC pursuant to the Exchange Act within the last 24 months fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.

Financial Statements. (a) The WSFS Financial Statements financial statements of CenterState and its Subsidiaries included (or incorporated by reference reference) in the WSFS CenterState SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCenterState and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCenterState and its Subsidiaries have been, since January 1, 2015, and (C) will fairly present 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 CenterState that it intends to resign) or been dismissed as independent public accountants of CenterState as a result of or in connection with any disagreements with CenterState 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 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 financial condition balance sheet of WSFS 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 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 respective dates set forth therein Exchange Act) to ensure that material information relating to CenterState, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsCenterState 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, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to CenterState’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject CenterState’s Board of Directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect CenterState’s ability to record, process, summarize and report financial information, and (y) to the knowledge of CenterState, any fraud, whether or not material, that involves management or other employees who have a significant role in CenterState’s internal 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by CenterState or any of its officers, directors, 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. The WSFS Financial Statements included or incorporated by reference Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the WSFS Parent SEC Reports (as amended prior to the date of this Agreement) (the “Parent Financials”): (i) are true, accurate and complete complied as to form in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and respects with the published rules and regulations of the SECSEC with respect thereto, (ii) was prepared in each case, consistently accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be otherwise indicated in the notes thereto and except with respect to or, in the case of unaudited interim financial statements for statements, as may be permitted by the omission of footnotes SEC on Form 10-Q, 8-K or any successor form under the Exchange Act), and (iii) fairly present presented, in all material respects respects, the consolidated financial condition position of the WSFS Entities Parent and its consolidated Subsidiaries as of at the respective dates set forth therein thereof and the consolidated results of operations, stockholders’ equity Parent’s operations and cash flows of the WSFS Entities for the respective periods set forth thereinindicated (subject, subject in the case of the interim financial statements to year-end 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 complete in all material 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 case of unaudited financial statements statements, to normal year-end audit adjustments, as permitted by GAAP and the applicable rules and regulations promulgated by the SEC). The balance sheet of Parent contained in the Parent SEC Reports as of April 29, 2006, is hereinafter referred to as the “Parent Balance Sheet.” Other than liabilities (A) disclosed in the Parent Financials or (B) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice, neither Parent nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required by GAAP to be disclosed on a consolidated balance sheet or in the notes thereto which, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect 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 WSFS Financial Statements (a) Parent’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2016 and 2015 (including the notes thereto) and Parent’s unaudited consolidated interim financial statements, each as included or incorporated by reference in the WSFS SEC Parent Reports (i) are truecollectively, accurate the “Parent Financial Statements”), were derived from the accounting books and complete in all material respects, records of Parent and the Parent Subsidiaries and have been prepared frombeen, and are in accordance with or will be, as the Books and Records of the WSFS Entitiescase may be, (ii) have been prepared in accordance with GAAPGAAP consistently applied, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except (i) as may be otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Parent’s independent auditors, or (ii) in the case of unaudited interim statements, are subject to normal period-end adjustments (none of which are material, individually or in the aggregate) and except with respect to may omit notes which are not required by Applicable Law in the interim financial statements for the omission of footnotes unaudited statements) and (iii) present fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated condition, results of operations, stockholders’ equity changes in financial position of Parent and cash flows the Parent Subsidiaries as of the WSFS Entities dates thereof and for the respective periods set forth thereinindicated therein (subject, subject in the case of the any unaudited interim financial statements statements, to yearnormal period-end adjustments, none of which are material, individually or in the aggregate) in accordance with GAAP and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Parent and the Parent Subsidiaries on a consolidated basis. The consolidated WSFS Financial Statements balance sheet of Parent as of the Balance Sheet Date contained in the Parent Reports is hereinafter referred to as the “Parent Balance Sheet”. (b) Neither Parent nor any Parent Subsidiary has any material Liabilities that are required to be disclosed on a balance sheet prepared after in accordance with GAAP except for: (i) Liabilities reflected on, accrued on or reserved against on the date face of this Agreement and prior to the Closing Parent Balance Sheet as of the Balance Sheet Date (Aincluding the notes thereto) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory (ii) Liabilities that have been incurred since the Balance Sheet Date in the ordinary course of business, consistent with past practice and that have not had or would reasonably be expected to have a Parent Material Adverse Effect, (iii) the fees and expenses of the investment banks, attorneys, consultants and accountants incurred in connection with this Agreement and (iv) Liabilities incurred as a result of the performance by Parent of its obligations under this Agreement. Parent has not had any material dispute with any of its auditors regarding accounting principles matters or policies during any of its past three full fiscal years or during the current fiscal year. (c) The financial books, records and accounts of Parent and the applicable accounting requirements Parent Subsidiaries: (i) have been maintained in all material respects in accordance with Applicable Law on a basis consistent with prior years; (ii) are stated in reasonable detail and with accurately and fairly reflect the published rules transactions, acquisitions and regulations dispositions of the SEC, assets of Parent and the Parent Subsidiaries in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, all material respects; and (Ciii) will accurately and fairly present reflect in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS basis for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsParent Financial Statements.

Financial Statements. (a) The WSFS Financial Statements financial statements of Berkshire and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Berkshire Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesBerkshire and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Berkshire 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 GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory except, in each case, as indicated in such statements or in the notes thereto. The books and records of Berkshire 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 Berkshire has resigned (or informed Berkshire that it intends to resign) or been dismissed as independent public accountants of Berkshire as a result of, or in connection with, any disagreements with Berkshire on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. The financial statements of Berkshire Bank included in the consolidated reports of condition and income (call reports) of Berkshire Bank complied, as of their respective dates of filing with the MDOB and the FDIC, in all material respects with applicable accounting requirements and with the published instructions of the Federal Financial Institutions Examination Council with respect thereto. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Berkshire, neither Berkshire 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 Berkshire 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 transactions contemplated hereby. (c) The records, systems, controls, data and information of Berkshire 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 Berkshire 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 Berkshire. Berkshire (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 Berkshire, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Berkshire 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 evaluation prior to the date hereof, to Berkshire’s outside auditors and the audit committee of Berkshire’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 would reasonably be expected to adversely affect Berkshire’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of Berkshire, any fraud, whether or not material, that involves management or other employees who have a significant role in Berkshire’s internal controls over financial reporting. Any such disclosures were made in writing by management to Berkshire’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available to Brookline. To the knowledge of Berkshire, there is no reason to believe that Berkshire’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 SECS▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due and for so long as this Agreement continues in each caseexistence. (d) Since January 1, consistently applied except as may be 2023, (i) neither Berkshire nor any of its Subsidiaries, nor, to the knowledge of Berkshire, any director, officer, auditor, accountant or representative of Berkshire or any of its Subsidiaries, has received or otherwise indicated in had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the notes thereto and except accounting or auditing practices, procedures, methodologies or methods (including with respect to unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesBerkshire or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Berkshire or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Cii) will fairly present in all no attorney representing Berkshire or any of its Subsidiaries, whether or not employed by Berkshire or any of its Subsidiaries, has reported evidence of a material respects violation of securities laws, breach of fiduciary duty or similar violation by Berkshire or any of its officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of Berkshire or any committee thereof or, to the respective dates set forth therein and the results knowledge of operationsBerkshire, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsBerkshire.

Financial Statements. (a) The WSFS Financial Statements included or incorporated by reference financial statements of SPAC contained in the WSFS SPAC SEC Reports Filings (ithe “SPAC Financial Statements”) are true, accurate true and complete correct in all material respectsrespects and present fairly the financial condition, operating results, stockholders equity and have been prepared from, and are in accordance with the Books and Records cash flows of SPAC as of the WSFS Entities, (ii) dates and during the periods indicated. The SPAC Financial Statements have been prepared in accordance with GAAPGAAP and Regulation S-X, regulatory accounting principles and applied on a consistent basis throughout the applicable accounting requirements and with the published rules and regulations of the SECperiods indicated (except, in each casethe case of unaudited interim financial statements, consistently applied except that they are subject to normal and recurring year-end adjustments and as may be otherwise indicated in the notes thereto as permitted by Form 10-Q of the SEC). The books of account, ledgers, order books, records and except other financial documents of SPAC accurately and completely reflect all material information relating to SPAC’s business, the nature, acquisition, maintenance, location and collection of its assets and the nature of all transactions giving rise to its obligations and accounts receivable. (b) SPAC has in place disclosure controls and procedures that are designed to reasonably ensure that material information relating to SPAC (including any fraud that involves management or other employees who have a significant role in the internal controls of SPAC) is made known to the management of SPAC by others within SPAC and are effective in recording, processing, summarizing and reporting financial data. SPAC maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Since the formation of SPAC, neither SPAC nor, to the knowledge of SPAC, any Representative of SPAC has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of SPAC or Merger Sub with respect to the interim financial statements for SPAC Financial Statements or the omission internal accounting controls of footnotes and SPAC or Merger Sub, including any written complaint, allegation, assertion or claim that SPAC or Merger Sub has engaged in questionable accounting or auditing practices. Since the formation of SPAC, no attorney representing SPAC, whether or not employed by SPAC, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by SPAC or any of its Representatives to the SPAC Board or any committee thereof or to any director or officer of SPAC. (iiid) fairly present SPAC has no liability or obligation absolute or contingent, individually or in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates aggregate, that would be required to be set forth therein and the on a consolidated results balance sheet of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been SPAC prepared in accordance with GAAPGAAP applied and in accordance with past practice, regulatory accounting principles other than (i) obligations and liabilities that have not had and would not reasonably be expected to have, individually or in the applicable accounting requirements aggregate, a material adverse effect, (ii) obligations and liabilities under Contracts incurred in the Ordinary Course (other than due to a breach under any such Contracts, or any act or omission that with the published rules and regulations giving of notice, the SEClapse of time or otherwise, in each casewould constitute a breach thereunder), consistently applied except as may be otherwise indicated in (iii) SPAC Transaction Expenses, (iv) obligations incurred by SPAC’s execution of this Agreement (other than due to a breach hereunder, or any act or omission that with the notes thereto and except with respect to unaudited financial statements for giving of notice, the omission lapse of footnotestime or otherwise, would constitute a breach hereunder), and (Cv) will fairly present obligations and liabilities reflected, or reserved against, in all material respects the consolidated financial condition of WSFS SPAC Financial Statements or as set forth in Section 4.4(d) 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 case of unaudited financial statements to year-end adjustmentsSPAC Disclosure Schedules.

Financial Statements. (a) The WSFS Financial Statements audited consolidated financial statements and unaudited consolidated interim financial statements of Knight and its Subsidiaries included (or incorporated by reference reference) in Knight’s reports filed publicly with the WSFS SEC Reports since January 1, 2009 (the “Knight Financial Statements”) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesKnight and its Subsidiaries, (ii) 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial condition position of Knight and its Subsidiaries for the WSFS Entities respective fiscal periods or as of the respective dates therein set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the interim financial unaudited statements to recurring year-end audit adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement ) and prior to the Closing (Aiii) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved (except in the case of unaudited statements for the absence of footnotes and other presentations items), regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. Since January 1, 2009, the books and except with respect records of Knight and its Subsidiaries have been, and are being, maintained in a manner necessary to unaudited permit preparation of Knight’s financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as in accordance with GAAP and in accordance, in all materials respects, with any other applicable legal requirements. As of the respective dates set forth therein date of the Original Merger Agreement, PricewaterhouseCoopers LLP has not resigned or been 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 results chief financial officer of operationsKnight by others within those entities, stockholders’ equity and cash flows (y) since December 31, 2008, has disclosed to Knight’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Knight’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal controls over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to year-end adjustmentsadversely affect Knight’s ability to record, process, summarize and report financial information and (ii) to the knowledge of Knight, any fraud, whether or not material, that involves management or other employees who have a significant role in Knight’s internal 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 securities laws, a breach of fiduciary duty or a similar violation by Knight or any of its officers, directors or employees.

Financial Statements. (a) The WSFS Financial Statements financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS Parent SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS Entities, Parent and its Subsidiaries; (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto; and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotes, Parent and (C) will fairly present 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, 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 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 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 consolidated financial condition of WSFS as balance sheet of the respective dates set forth therein Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2025, or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. (a) The WSFS Financial Statements financial statements of NYCB and the NYCB Subsidiaries included (or incorporated by reference reference) in the WSFS SEC NYCB Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of NYCB and the WSFS EntitiesNYCB Subsidiaries in all material respects, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows, changes in stockholders’ equity and consolidated financial position of NYCB and the NYCB 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for records of NYCB and the omission of footnotesNYCB Subsidiaries have been, since January 1, 2018, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. No independent public accounting firm of NYCB has resigned (or informed NYCB that it intends to resign) or been dismissed as independent public accountants of NYCB as a result of or in connection with any disagreements with NYCB 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 NYCB, neither NYCB nor any of the NYCB 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 NYCB, except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS NYCB 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 NYCB and the NYCB 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, or leased or provided as a service to, NYCB or the NYCB 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 NYCB. NYCB (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to NYCB, including NYCB Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsNYCB 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, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to NYCB’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject NYCB’s Board of Directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect NYCB’s ability to record, process, summarize and report financial information, and (B) to the knowledge of NYCB, any fraud, whether or not material, that involves management or other employees who have a significant role in NYCB’s internal controls over financial reporting. Any such disclosures were made in writing by management to NYCB’s auditors and audit committee and true and complete copies of such disclosures have been made available to Flagstar. To the knowledge of NYCB, there is no reason to believe that NYCB’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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2018, (i) neither NYCB nor any of the NYCB Subsidiaries, nor, to the knowledge of NYCB, any director, officer, auditor, accountant or representative of NYCB or any of the NYCB 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 NYCB or any of the NYCB Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that NYCB or any of the NYCB Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing NYCB or any of the NYCB Subsidiaries, whether or not employed or retained by NYCB or any of the NYCB Subsidiaries, has reported evidence of a material violation of securities laws or banking laws, breach of fiduciary duty or similar violation by NYCB or any of the NYCB Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of NYCB or any committee thereof or the Board of Directors or similar governing body of any NYCB Subsidiary or any committee thereof, or, to the knowledge of NYCB, to any director or officer of NYCB or any NYCB Subsidiary.

Financial Statements. 4.6.1. HNC has previously made available to FNFG the HNC Regulatory Reports. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC HNC Regulatory Reports (i) are true, accurate and complete have been prepared in all material respects, and have been prepared from, and are respects in accordance with applicable regulatory accounting principles and practices throughout the Books and Records of periods covered by such statements. 4.6.2. HNC has previously made available to FNFG the WSFS Entities, (ii) HNC Financial Statements. The HNC Financial Statements 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiincluding the related notes where applicable) fairly present in each case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustmentsadjustments and to any other adjustments described therein), the consolidated financial position, results of operations and cash flows of HNC and the HNC Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. The consolidated WSFS Financial Statements to be prepared after At the date of each balance sheet included in the HNC Financial Statements or the HNC Regulatory Reports, neither HNC nor HNB, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such HNC Financial Statements or HNC 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 with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 4.6.4. The records, systems, controls, data and information of HNC 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 HNC or its Subsidiaries or accountants (including all means of access thereto and there from), 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 Agreement Section 4.6.4. HNC (x) has implemented and prior maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the Closing (A) will be true, accurate reliability of financial reporting and complete in all material respects, (B) will have been prepared the preparation of its financial statements for external purposes in accordance with GAAP, regulatory accounting principles (y) 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 HNC, including its consolidated Subsidiaries, is made known to the chief executive officer and the applicable accounting requirements chief financial officer of HNC by others within those entities, and with (z) has disclosed, based on its most recent evaluation prior to the published date hereof, to HNC’s outside auditors and the audit committee of HNC’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 adversely affect HNC’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in HNC’s internal control over financial reporting. These disclosures (if any) were made in writing by management to HNC’s auditors and audit committee and a copy has previously been made available to FNFG. As of the date hereof, to the knowledge of HNC, its chief executive officer and chief financial officer will be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 302 of the SEC▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. 4.6.5. Since December 31, 2008, (i) neither HNC nor any of its Subsidiaries nor, to the Knowledge of HNC, any director, officer, employee, auditor, accountant or representative of HNC 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 HNC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that HNC or any of its Subsidiaries has engaged in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesillegal accounting or auditing practices, and (Cii) will fairly present in all no attorney representing HNC or any of its Subsidiaries, whether or not employed by HNC or any of its Subsidiaries, has reported evidence of a material respects violation of Securities Laws, breach of fiduciary duty or similar violation by HNC or any of its officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of the respective dates set forth therein and the results HNC or any committee thereof or to any director or officer of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsHNC.

Financial Statements. (a) The WSFS Financial Statements financial statements of Huntington and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Huntington Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesHuntington and its Subsidiaries in all material respects, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesHuntington and its Subsidiaries have been, since January 1, 2023, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. PricewaterhouseCoopers LLP has not resigned (or informed H▇▇▇▇▇▇▇▇▇ that it intends to resign) or been dismissed as independent public accountants of Huntington as a result of or in connection with any disagreements with H▇▇▇▇▇▇▇▇▇ 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 Huntington, 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 financial condition balance sheet of WSFS Huntington 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 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 respective dates set forth therein Exchange Act) to ensure that material information relating to Huntington, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsHuntington 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, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Huntington’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Huntington’s Board of Directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Huntington’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Huntington, any fraud, whether or not material, that involves management or other employees who have a significant role in Huntington’s internal controls over financial reporting. These disclosures were made in writing by management to H▇▇▇▇▇▇▇▇▇’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available to Veritex. To the knowledge of Huntington, there is no reason to believe that H▇▇▇▇▇▇▇▇▇’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▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2023, (i) neither Huntington nor any of its Subsidiaries, nor, to the knowledge of Huntington, 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 securities laws, breach of fiduciary duty or similar violation by Huntington or any of its Subsidiaries or any of their respective officers, directors, 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) BFST has furnished or made available to Oakwood true and complete copies of its Annual Report on Form 10-K as filed with the SEC on March 1, 2024, which contains BFST’s audited consolidated balance sheet (which includes the allowance for loan losses) as of December 31, 2023, and the related statements of income, comprehensive income, shareholders’ equity and cash flows for the year ended December 31, 2023 (the “BFST Financial Statements”). (b) The WSFS BFST Financial Statements included or incorporated by reference in have been prepared from the WSFS SEC Reports (i) are truebooks and records of BFST and its Subsidiaries and fairly present, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated position, results of operations, stockholdersshareholders’ equity and cash flows of BFST at the WSFS Entities dates and for the respective periods indicated in conformity with GAAP applied on a consistent basis throughout the periods indicated. (c) As of the dates of the BFST Financial Statements, neither BFST nor any of its Subsidiaries had any material Liabilities (whether accrued, absolute, contingent or otherwise) except as fully set forth therein, subject or provided for in the case such BFST Financial Statements. (d) BFST and each of its Subsidiaries has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the interim Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements to year-end 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 complete in all material respects, (B) will have been prepared for external purposes in accordance with GAAP, regulatory accounting principles (ii) that receipts and expenditures of BFST and its Subsidiaries are being made only in accordance with authorizations of management and the applicable accounting requirements board of directors of BFST, and with (iii) regarding prevention or timely detection of the published unauthorized acquisition, use or disposition of BFST’s and its Subsidiaries’ assets that could have a material effect on BFST’s financial statements. (e) BFST’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by BFST 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 regulations forms of the SEC, in each case, consistently applied except and that all such information is accumulated and communicated to BFST’s management as may be otherwise indicated in appropriate to allow timely decisions regarding required disclosure and to make the notes thereto certifications of the chief executive officer and except chief financial officer of BFST required under the Exchange Act with respect to unaudited such reports. BFST has disclosed, based on its most recent evaluation of its disclosure controls and procedures prior to the date of this Agreement, to BFST’s auditors and the audit committee of the board of directors of BFST (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial statements for the omission of footnotesreporting that could adversely affect in any material respect BFST’s ability to record, process, summarize and report financial information and (Cii) will fairly present any fraud, whether or not material, that involves management or other employees who have a significant role in all BFST’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material respects weakness” shall have the consolidated financial condition meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of WSFS as 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 case of unaudited financial statements to year-end adjustmentsthis Agreement.

Financial Statements. (a) The WSFS Financial Statements financial statements of Seller and Seller Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Seller Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSeller and Seller Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Seller and Seller 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 GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesSeller and Seller Subsidiaries have been, and (C) will fairly present 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, 2020, no independent public accounting firm of Seller has resigned (or informed ▇▇▇▇▇▇ that it intends to resign) or been dismissed as independent public accountants of Seller as a result of, or in connection with, any disagreements with Seller on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not, either individually or in the aggregate, be material to Seller and Seller Subsidiaries, taken as a whole, neither Seller nor any of Seller 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 financial condition balance sheet of WSFS Seller 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 transactions contemplated hereby. (c) The records, systems, controls, data and information of Seller and Seller 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 Seller or Seller Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control, including by third-party service providers, that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Seller. Seller (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Seller, including Seller Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsSeller 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, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Seller’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Seller’s Board of Directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to yearadversely affect Seller’s ability to record, process, summarize and report financial information, and (B) to the knowledge of Seller, any fraud, whether or not material, that involves management or other employees who have a significant role in Seller’s internal controls over financial reporting. To the knowledge of Seller, there is no reason to believe that Seller’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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, without qualification, when next due and for so long as this Agreement continues in existence. (d) Since January 1, 2023, (i) neither Seller nor any of Seller Subsidiaries, nor, to the knowledge of Seller, any director, officer, auditor, accountant or representative of Seller or any of Seller 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 Seller or any of Seller Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of Seller Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Seller or any of Seller Subsidiaries, whether or not employed by Seller or any of Seller Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of its officers, directors, employees or agents to the Board of Directors of Seller or any committee thereof or, to the knowledge of Seller, to any director or officer of Seller.

Financial Statements. (i) The WSFS Financial Statements financial statements and the related notes thereto of Enviva Partners, LP and its subsidiaries included or incorporated by reference in each of the WSFS SEC Reports (i) are true, accurate Time of Sale Information and complete the Offering Memorandum present fairly in all material respectsrespects the financial position of the Partnership and its subsidiaries (collectively, the “Partnership Entities”) as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared fromin conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except to the extent disclosed therein; and are the other financial information included or incorporated by reference in accordance with the Books and Records each of the WSFS Entities, Time of Sale Information and the Offering Memorandum has been derived from the accounting records of the Partnership Entities and presents fairly in all material respects the information shown thereby. (ii) The historical financial statements and related notes of Enviva Wilmington Holdings, LLC (“Wilmington Holdings”) and its subsidiaries required by Rule 3-05 of Regulation S-X incorporated by reference in the Time of Sale Information and the Offering Memorandum were audited, as described therein, by KPMG LLP and present fairly in all material respects the financial position of Wilmington Holdings and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby, except to the extent disclosed therein. (iii) The pro forma financial statements incorporated by reference in the Time of Sale Information and the Offering Memorandum have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements of Regulation S-X under the Securities Act, the assumptions used in preparing the pro forma financial statements incorporated by reference in the Time of Sale Information and with the published rules Offering Memorandum provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and regulations the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. (iv) The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the SECPreliminary Offering Memorandum, in each case, consistently applied except as may be otherwise indicated in the notes thereto Time of Sale Information and except with respect to the interim financial statements Offering Memorandum fairly presents the information called for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been is prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published Commission's rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 case of unaudited financial statements to year-end adjustmentsguidelines applicable thereto.

Financial Statements. (a) The WSFS Financial Statements financial statements of IBKC and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC IBKC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesIBKC and its Subsidiaries in all material respects, (ii) have been prepared fairly present in accordance all material respects the consolidated statements of comprehensive income, cash flows, shareholders’ equity and consolidated balance sheet of IBKC 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 GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto. Since December 31, 2016, no independent public accounting firm of IBKC has resigned (or informed IBKC that it intends to resign) or been dismissed as independent public accountants of IBKC as a result of or in connection with any disagreements with IBKC 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 IBKC, neither IBKC 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 IBKC included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of IBKC 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 IBKC 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 IBKC. IBKC (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 IBKC, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of IBKC 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 date hereof, to IBKC’s outside auditors and the audit committee of IBKC’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 adversely affect IBKC’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of IBKC, any fraud, whether or not material, that involves management or other employees who have a significant role in IBKC’s internal controls over financial reporting. To the knowledge of IBKC, any such disclosures were made in writing by management to IBKC’s auditors and audit committee. To the knowledge of IBKC, there is no reason to believe that IBKC’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 IBKC nor any of its Subsidiaries, nor, to the knowledge of IBKC, any director, officer, auditor, accountant or representative of IBKC 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 unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesIBKC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that IBKC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Cii) will fairly present in all no employee of or attorney representing IBKC or any of its Subsidiaries, whether or not employed by IBKC or any of its Subsidiaries, has reported evidence of a material respects violation of securities laws or banking laws, breach of fiduciary duty or similar violation by IBKC or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of IBKC or any committee thereof or the respective dates set forth therein and Board of Directors or similar governing body of any IBKC Subsidiary or any committee thereof, or to the results knowledge of operationsIBKC, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsIBKC or any IBKC Subsidiary.

Financial Statements. (a) The WSFS Financial Statements financial statements of Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of 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 recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, Company and (C) will fairly present 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, Ernst & Young LLP has not resigned or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Company 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 become due), except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS as Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 (including any notes thereto) and (ii) liabilities incurred in the ordinary course of the respective dates set forth therein business consistent with past practice since June 30, 2008 or in connection with this Agreement and the results transactions contemplated hereby. (c) The records, systems, controls, data and information of operationsCompany and its Subsidiaries are recorded, stockholders’ equity stored, maintained and cash flows operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of WSFS Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for the respective periods set forth therein, subject in the case any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on Company’s system of unaudited financial statements to year-end adjustmentsinternal accounting controls.

Financial Statements. (a) The WSFS Financial Statements financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS Parent SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the 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 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 GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesParent and its Subsidiaries have been, since January 1, 2013, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP. 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 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), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Parent included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2015, or in connection with this Agreement and the 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 respective dates set forth therein Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent 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, stockholders’ equity and cash flows (ii) has disclosed based on its most recent evaluation prior to the date hereof to Parent’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Board of Directors of Parent (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Parent’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. These disclosures were made in writing by Parent 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2013, (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 claim, whether written or, to the knowledge of Parent, oral, 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 securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors 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. (a) The WSFS Financial Statements financial statements of Camber and the Camber Subsidiaries included (or incorporated by reference reference) in the WSFS Camber SEC Reports (defined below)(including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of Camber and the WSFS EntitiesCamber Subsidiaries, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows, changes in stockholders’ equity and consolidated financial position of Camber and the 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 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 SECSEC with respect thereto, and (iv) have been prepared in accordance 1 To discuss. Antitrust thresholds may be triggered depending on Camber stock price. with GAAP consistently applied during the periods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to records of Camber and the interim financial statements for the omission of footnotes Camber Subsidiaries have been, and (iii) fairly present 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) Except as would not reasonably be expected to have, either individually or in the aggregate, 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 financial condition balance sheet of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities Camber included in its Quarterly Report on Form 10-Q for the respective periods set forth thereinfiscal quarter ended September 30, subject 2019 (including any notes thereto), liabilities incurred in the case ordinary course of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of business consistent with past practice since September 30, 2019, or in connection with this Agreement and the transactions contemplated hereby, and liabilities related to the liquidation preference of Camber’s Series C 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 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 S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) has disclosed, based on its most recent evaluation prior to the Closing date hereof (Ai) will be trueany 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 adversely affect Camber’s ability to record, accurate process, summarize and complete report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in all material respectsCamber’s internal controls over financial reporting. These disclosures were made in the Camber SEC Reports. (d) Except as set forth in Section 4.5(d) of the Camber Disclosure Schedule, since January 1, 2017, (Bi) will have been prepared in accordance with GAAPneither Camber nor any Camber Subsidiary, regulatory 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 principles and the applicable accounting requirements and with the published rules and regulations of the SECor auditing practices, in each caseprocedures, consistently applied except as may be otherwise indicated in the notes thereto and except methodologies or methods (including with respect to unaudited financial statements for the omission reserves, write-downs, charge-offs and accruals) of footnotesCamber 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 (Cii) will fairly present in all 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 respects violation of securities laws, breach of fiduciary duty or similar violation by Camber or any Camber Subsidiary or any of their respective officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of Camber or any committee thereof or the respective dates set forth therein and Board of Directors or similar governing body of any Camber Subsidiary or any committee thereof, or to the results knowledge of operationsCamber, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsCamber or any Camber Subsidiary.

Financial Statements. (a) The WSFS financial statements of SPAC contained in SPAC SEC Filings (the “SPAC Financial Statements included or incorporated by reference in the WSFS SEC Reports Statements”) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAPthe books and records of SPAC, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiii) fairly present in all material respects the consolidated financial condition of the WSFS Entities SPAC on a consolidated basis as of the respective dates set forth therein indicated therein, and the consolidated results of operations, stockholders’ equity operations and cash flows of the WSFS Entities SPAC on a consolidated basis for the respective periods set forth indicated therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (Aiii) will be true, accurate and complete in all material respects, (B) will have been were prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved, regulatory accounting principles and (iv) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to SPAC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS 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 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 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. (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 Ordinary Course or other Liabilities that individually and in the aggregate are immaterial, (ii) Liabilities reflected, or reserved against, in the SPAC Financial Statements or (iii) any SPAC Transaction Expenses (disregarding any limitation of amounts 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 case definition of unaudited “SPAC Transaction Expenses”). (d) Neither SPAC, nor, to the Knowledge of SPAC, an independent auditor of SPAC, has identified or been made aware in writing of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by SPAC, (ii) any fraud, whether or not material, that involves SPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by SPAC, or (iii) to year-end adjustmentsthe Knowledge of SPAC, any allegation, assertion or claim regarding any of the foregoing.

Financial Statements. (a) The WSFS Financial Statements financial statements of TCBI and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC TCBI Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesTCBI and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in 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 date hereof, to TCBI’s outside auditors and the audit committee of TCBI’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 adversely affect TCBI’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in TCBI’s internal 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 unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesTCBI 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 (Cii) will fairly present in all 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 respects violation of 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 consolidated financial condition Board of WSFS as Directors of TCBI or any committee thereof or the respective dates set forth therein and Board of Directors or similar governing body of any TCBI Subsidiary or any committee thereof, or to the results knowledge of operationsTCBI, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsTCBI or any TCBI Subsidiary.

Financial Statements. (a) The WSFS Financial Statements financial statements of BHRB and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC BHRB Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesBHRB and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesBHRB and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and 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 any disagreements with BHRB 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 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 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 condition of WSFS reporting (as defined in Rule 13a-15(e) and (f), respectively, of the respective dates set forth therein Exchange Act) to ensure that material information relating to BHRB, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsBHRB 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, stockholders’ equity based on its most recent evaluation prior to the date hereof, to BHRB’s outside auditors and cash flows the audit committee of WSFS for the respective periods set forth therein, subject BHRB’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearmaterially adversely affect BHRB’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 BHRB’s internal 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by BHRB or any of its Subsidiaries or any of their respective officers, directors, 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 WSFS Financial Statements financial statements of CIT and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC CIT Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCIT and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in 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 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 any disagreements with CIT 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 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 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 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 evaluation prior to the date hereof, to CIT’s outside auditors and the audit committee of CIT’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 adversely affect CIT’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in CIT’s internal 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 unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesCIT 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 (Cii) will fairly present in all 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 respects violation of 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 consolidated financial condition Board of WSFS as Directors of CIT or any committee thereof or the respective dates set forth therein and Board of Directors or similar governing body of any CIT Subsidiary or any committee thereof, or to the results knowledge of operationsCIT, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsCIT or any CIT Subsidiary.

Financial Statements. The WSFS Financial Statements included or incorporated by reference Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the WSFS Company SEC Reports (the “Company Financials”), including each Company SEC Report filed after the date hereof until the Closing: (i) are true, accurate and complete complied as to form in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and respects with the published rules and regulations of the SECSEC with respect thereto, (ii) was prepared in each case, consistently accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be otherwise indicated in the notes thereto and except with respect to or, in the case of unaudited interim financial statements for statements, as may be permitted by the omission of footnotes SEC on Form 10-Q, 8-K or any successor form under the Exchange Act), and (iii) fairly present and accurately presented in all material respects the consolidated financial condition position of the WSFS Entities Company and its consolidated Subsidiaries as of at the respective dates set forth therein thereof and the consolidated results of operations, stockholders’ equity the Company’s operations and cash flows for the periods indicated. As of the WSFS Entities for date hereof, the respective periods set forth therein, subject Company does not intend to restate any of the Company Financials. The balance sheet of the Company contained in the case Company SEC Reports as of April 1, 2005 is hereinafter referred to as the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after “Company Balance Sheet.” Except as disclosed in the Company Financials, since the date of this Agreement and prior the Company Balance Sheet, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a consolidated balance sheet or in the related notes to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been consolidated financial statement prepared in accordance with GAAP, regulatory accounting principles and except for (i) liabilities incurred since the applicable accounting requirements and with the published rules and regulations date of the SEC, in each case, consistently applied except as may be otherwise indicated Company Balance Sheet in the notes thereto ordinary course of business consistent with past practice and except (ii) liabilities that are not reasonably expected to be material to the Company and its Subsidiaries taken as a whole. The Company has not had any dispute with respect any of its auditors regarding accounting matters or policies during any of its past three full years or during the current fiscal year-to-date which was required to unaudited financial statements for be reported to the omission Company’s Board of footnotesDirectors. The books and records of the Company and each Subsidiary have been, and (C) will fairly present are being maintained in all material respects in accordance with applicable legal and accounting requirements and the consolidated financial condition of WSFS Financial Statements are consistent with such books and records. Except as set forth in Section 2.4(b) of the respective dates set forth therein Company Disclosure Letter, neither the Company 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 relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the results other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of operations, stockholders’ equity and cash flows Regulation S-K of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsSEC).

Financial Statements. (a) The WSFS Financial Statements financial statements of Cascade and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Cascade Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCascade and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCascade and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and 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 any disagreements with Cascade 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 consolidated financial condition of WSFS aggregate, a Material Adverse Effect on Cascade, as of the respective dates set forth therein 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 results transactions contemplated hereby. (c) The records, systems, controls, data and information of operationsCascade and its Subsidiaries are recorded, stockholders’ equity stored, maintained and cash flows operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of WSFS 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 respective periods set forth thereinExchange Act) to ensure that material information relating to Cascade, subject 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 S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Cascade’s outside auditors and the audit committee of Cascade’s Board of Directors (A) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Cascade’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Cascade’s internal 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 S▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by Cascade or any of its officers, directors, 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 WSFS Financial Statements consolidated financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Parent Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. To the extent any of the books and except records of Parent and its Subsidiaries are required to be maintained in accordance with respect to unaudited financial statements for the omission of footnotesGAAP, such books and records have been, since January 1, 2017, and (C) will fairly present are being maintained in all material respects in accordance with GAAP. Prior to the date hereof, 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) 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 or in the notes thereto, 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, 2018 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2018, or in connection with this Agreement and the transactions contemplated hereby. None of Parent or any of its Subsidiaries 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 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 respective 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 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 condition officer of WSFS 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 evaluation prior to the date hereof, to Parent’s outside auditor and the audit committee of the Parent Board (A) 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) 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) any fraud, whether or not material, relating to the period covered by such evaluation that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. These disclosures, if any, were made by management to Parent’s auditor and audit committee of the Parent Board and a copy of any such written disclosure has been previously made available to the Company. There is no reason to believe that Parent’s chief executive officer and chief financial officer and, to the knowledge of Parent, as of the date hereof, its outside auditor 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 complaint, allegation 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 reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective dates set forth therein internal accounting controls that is material to Parent, including any complaint, allegation or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in inappropriate 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 results Parent Board or any committee thereof or, to the knowledge of operationsParent, stockholders’ equity to any director or officer of Parent, pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, in each case of the foregoing clauses (i) and cash flows of WSFS for the respective periods set forth therein(ii), subject except as would not reasonably be likely to be, either individually or in the case of unaudited financial statements aggregate, materially adverse to year-end adjustmentsParent and its Subsidiaries, taken as a whole.

Financial Statements. (a) The WSFS Financial Statements financial statements of Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) and, upon and following delivery, the Supplemental Financial Statements (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated statements of operations, regulatory accounting principles cash flows, changes in stockholders’ deficit and consolidated financial position of 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 the absence of footnotes and to normal year-end audit adjustments normal in nature and amount and as permitted by GAAP and the applicable rules and regulations of the SEC), (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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operationsthereto or, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of unaudited statements, as permitted by Form 10-Q under the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement Exchange Act, and prior to the Closing (Aiv) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCompany and its Subsidiaries have been, since January 1, 2015, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Deloitte & Touche LLP has not resigned (or informed Company that it intends to resign) or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company 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 Company Material Adverse Effect, neither Company 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) that is of a nature required to be reflected on its consolidated balance sheets prepared in accordance with GAAP, except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2017 or in connection with this Agreement and the transactions contemplated hereby, or (iii) as set forth on Section 3.6(b) of the respective dates Company Disclosure Schedule. Except as disclosed in the Company SEC Reports, none of Company or any of its Subsidiaries maintains any “off-balance-sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act. (c) Except as set forth therein on Section 3.6(c) of the Company Disclosure Schedule, the records, systems, controls, data and information of 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 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 expected to have, either individually or in the aggregate, a Company Material Adverse Effect. Company (i) maintains a system of disclosure controls and procedures (as such term is defined in paragraph (e) of Rule 13a-15 promulgated under the Exchange Act) as required by Rule 13a-15 promulgated under the Exchange Act, and (ii) has disclosed, based on its most recent evaluation of its chief executive officer and chief financial officer prior to the date hereof, to Company’s outside auditors and the results audit committee of operations, stockholders’ equity Company Board (x) any significant deficiencies and cash flows of WSFS for the respective periods set forth therein, subject material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect in any material respect Company’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Company, any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls over financial reporting. Copies of any such disclosures were made in writing by management to Company’s auditors and audit committee and a copy has been previously made available to Parent. (d) Since January 1, 2014, (i) neither Company nor any of its Subsidiaries, nor, to the knowledge of Company, any director, officer, auditor, accountant or representative of Company 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 Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-end adjustmentsdowns, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Company or any of its Subsidiaries, whether or not employed by Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Company or any of its officers, directors or employees to the Company Board or any committee thereof or to the knowledge of Company, to any director or officer of Company. (e) Each of the principal executive officer and the principal financial officer of Company (or each former principal executive officer and each former principal financial officer of Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company SEC Reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, 2014, neither Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) (excluding reimbursable ordinary business expenses) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of Company or any of its Subsidiaries. Company is otherwise in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules of NYSE, except for any non-compliance that would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (ia) are trueGPC shall use its reasonable best efforts to, accurate and complete in all material respectsas promptly as practicable, and have been prepared from, no later than 50 calendar days after the end of any fiscal quarter and are in accordance with 60 calendar days after the Books and Records end of the WSFS Entities2018 fiscal year, (ii) have been prepared in accordance with GAAP, regulatory accounting principles prepare and the applicable accounting requirements and with the published rules and regulations furnish to RMT Parent copies of financial statements of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS SPR Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared ending on any fiscal quarterly and annual periods ending after the date of this Agreement and prior to the Closing (A) will be trueDate, accurate in each case together with the notes thereto, and complete in all material respects, (B) will have been prepared from the books and records of the SPR Entities and in accordance with GAAP with no exception or qualification thereto (it being understood, however, that the SPR Entities have not been operating historically as separate “standalone” entities or a separate reporting segment and, therefore, the financial statements of the SPR Entities will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and SEC requirements) applied on a consistent basis through the periods involved (except as may otherwise be required under GAAP, regulatory accounting principles ) and the applicable accounting requirements and with the published rules and regulations of the SEC, in each caseincluding the requirements of Regulation S-X, consistently applied except as may be otherwise indicated and, in the notes thereto and except with respect to unaudited case of the combined financial statements of the SPR Entities for any fiscal year, GPC shall use its reasonable best efforts to cause such financial statements to be audited and accompanied by a report of the independent accountants for the omission SPR Entities and, in the case of footnotesany quarterly period, and (C) will GPC shall use reasonable best efforts to cause such financial statements to be reviewed by the independent accountants for the SPR Entities. When delivered, such financial statements shall present fairly present in all material respects the consolidated combined financial condition position and combined results of WSFS operations of the SPR Entities as 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 shown therein. GPC acknowledges that RMT Parent’s obligations under Section 7.01 depend, subject in part, on GPC’s compliance with this Section 7.15, and therefore RMT Parent shall be afforded a reasonable period to comply with such obligations based upon the case timing of unaudited GPC providing the financial statements contemplated in this Section 7.15. (b) In connection with the filing of the RMT Parent Registration Statement and other SEC filings, GPC shall use its reasonable efforts during the pre-Closing period and after the Closing to year(i) cooperate with RMT Parent to prepare pro forma financial statements that comply with the rules and regulations of the SEC to the extent required for SEC filings, including the requirements of Regulation S-end adjustmentsX and (ii) provide and make reasonably available upon reasonable notice the senior management employees of GPC to discuss the materials prepared and delivered pursuant to this Section 7.15. RMT Parent shall, promptly upon request by the GPC, reimburse GPC for all documented and reasonable out-of-pocket costs incurred by GPC or its Subsidiaries for actions taken at the request of RMT Parent pursuant to this Section 7.15(b) following the Closing. GPC will use reasonable best efforts to procure, at its expense, the delivery of the consents of its independent accountants required to be filed with the Form S-4 Registration Statement or any future registration statement until such independent accountant consents are no longer required.

Financial Statements. (a) The WSFS Financial Statements financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS Parent SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesParent and its Subsidiaries have been since January 1, 2012, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. 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 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), except for those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Parent included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2015, or in connection with this Agreement and the 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 respective dates set forth therein Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent 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, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Parent’s Board of Directors (x) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Parent’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. These disclosures were made in writing by management to Parent’s auditors and audit committee and a copy has previously been made available to National Penn. 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2012, (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 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 securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, 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 WSFS Financial Statements included or incorporated by reference Except as otherwise set forth on Schedule 3.7: (a) Schedule 3.7 contains an accurate copy of the pro forma balance sheet (the “Pro Forma Balance Sheet”) of RIGS as of December 31, 2008 (the “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 WSFS SEC Reports financial position of RIGS at such date and the results of operations of RIGS for such period, except, in each case, for (i) are true, accurate the absence of footnotes and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been 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, regulatory accounting principles and except for: (i) liabilities set forth, reflected in, reserved against or disclosed in the applicable accounting requirements and Pro Forma Balance Sheet; (ii) liabilities incurred in the ordinary course of business or in connection with the published rules and regulations Haynesville Expansion Project since the Pro Forma Balance Sheet Date (none of the SECwhich results from, in each casearises out of, consistently applied except as may be otherwise indicated relates to, is in the notes thereto 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) such other liabilities that would not, individually or in the aggregate, reasonably be expected to 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 interim financial statements for the omission of footnotes and RIGS Interests; and (iii) fairly present in all material respects from the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to Pro Forma Balance Sheet Date through the Closing Date RIGS has not (A) will be truesold, accurate and complete transferred, conveyed, assigned or otherwise disposed of any of its material assets or properties other than in all material respects, connection with the Haynesville Expansion Project in accordance with the Haynesville Expansion Budget; (B) will have been prepared in accordance with GAAPmade any material loans, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECadvances or capital contributions to, in each caseor investments in, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and any other Person; (C) will fairly present in all material respects the consolidated financial condition of WSFS as terminated, modified, amended or otherwise altered or changed any of the respective dates set forth therein and terms or provisions of any Material Contract; (D) merged or consolidated with any other Person or acquired the results interests in or business of operationsany other Person or entered into any agreement with respect thereto; (E) made any change in its accounting methods, stockholders’ equity and cash flows of WSFS for the respective periods set forth thereinprinciples or practices, subject in the case of unaudited financial statements to year-end adjustmentsexcept 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 WSFS Financial Statements financial statements of Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory U.S. generally accepted accounting principles and (“GAAP”) consistently applied during the applicable accounting requirements and with the published rules and regulations of the SECperiods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, Company and (C) will fairly present 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, Deloitte & Touche LLP has not resigned (or informed Company that it intends to resign) or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Company nor any of its Subsidiaries has incurred any material 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 financial condition balance sheet of WSFS as Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010 (including any notes thereto), (ii) liabilities incurred in the ordinary course of the respective dates set forth therein business consistent with past practice since September 30, 2010 or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. The WSFS Financial Statements (a) Since January 1, 2022, the consolidated financial statements (not including the German statutory accounts) of the Buyer (including any related notes thereto) included or incorporated by reference in the WSFS Buyer SEC Reports Documents: (i) as of their respective filing or furnishing dates with the SEC (or, if such Buyer SEC Documents were amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the consolidated financial statements that are trueamended or restated therein), accurate and complete complied as to form in all material respects, and have been prepared from, and are in accordance respects with the Books and Records of the WSFS Entities, (ii) 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, SEC with respect thereto in each case, consistently effect at the time of such filing; (ii) were prepared in accordance with IFRS applied on a consistent basis (except as may be otherwise indicated in the notes to those financial statements); and (iii) fairly presented (except as may be indicated in the notes thereto and except with respect subject in the case of unaudited statements to normal year-end audit adjustments and the interim financial statements for absence of footnotes, none of which either individually or in the omission of footnotes and (iiiaggregate are material) fairly present in all material respects the consolidated financial condition position of the WSFS Entities Buyer and its consolidated Subsidiaries as of the respective dates set forth therein thereof and the consolidated results statements of operationsoperations and comprehensive income, stockholderscash flows and shareholders’ equity and cash flows of the WSFS Entities for the respective periods set forth thereinindicated. (b) Since January 1, subject 2022, there has been no change in the case of Buyer’s accounting methods or principles that is material and would be required to be disclosed in the interim Buyer’s financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPIFRS, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated described in the notes thereto and except with respect thereto. (c) Since January 1, 2022, neither the Buyer nor, to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as knowledge of the respective dates set forth therein and Buyer, any third-party auditor of the results of operationsBuyer has received any material written complaint, stockholders’ equity and cash flows of WSFS for the respective periods set forth thereinallegation, subject assertion or claim regarding deficiencies in the case accounting or auditing practices, procedures, methodologies or methods of unaudited financial statements the Buyer or any of its Subsidiaries or their respective internal accounting controls relating to year-end adjustmentsperiods after January 1, 2022.

Financial Statements. (a) The WSFS Financial Statements financial statements of Fifth Third and its Subsidiaries included (or incorporated by reference reference) in the WSFS Fifth Third SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS Entities, Fifth Third and its Subsidiaries; (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto; and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesFifth Third and its Subsidiaries have been, and (C) will fairly present 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 Fifth Third for all periods covered in the Fifth Third SEC Reports; 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 financial condition balance sheet of WSFS as 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 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 officers of Fifth Third, any director, officer, employee, 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 of Fifth Third or any of its Subsidiaries or their respective dates set forth therein 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 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 of securities laws, breach of fiduciary duty or similar violation by Fifth Third or any of its officers, directors, employees or agents to the results Board of operations, stockholders’ equity and cash flows Directors of WSFS for the respective periods set forth therein, subject in the case Fifth Third or any committee thereof or to any director or officer of unaudited financial statements to year-end adjustmentsFifth Third.

Financial Statements. (a) The WSFS Financial Statements financial statements of HRB and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC HRB Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesHRB and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesHRB and its Subsidiaries have been, and (C) will fairly present 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 consolidated financial condition balance sheet of WSFS HRB 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 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 respective dates set forth therein Exchange Act) to ensure that material information relating to HRB, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsHRB 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, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to HRB’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject HRB’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect HRB’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in HRB’s internal 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by HRB or any of its officers, directors, 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. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (a) Magellan has delivered to One Stone (i) are truethe unaudited balance sheet of Poplar as of June 30, accurate and complete in all material respects2015, and have been prepared from, and are in accordance with the Books and Records of related income statement for the WSFS Entitiesfiscal year then ended, (ii) have been prepared in accordance with GAAPthe unaudited balance sheet of Poplar as of September 30, regulatory accounting principles 2015, and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements related income statement for the omission of footnotes three-month period then ended, and (iii) the unaudited balance sheet of Poplar as of December 31, 2015, and the related income statement for the six-month period then ended (together, the “Unaudited Poplar Financial Statements”). The Unaudited Poplar Financial Statements (A) have been prepared from the books and records of Poplar in conformity with GAAP applied on a consistent basis during the periods involved, subject to certain normal and recurring adjustments (that 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 condition position of the WSFS Entities Poplar as of the respective dates set forth therein thereof and the consolidated its results of operations, stockholders’ equity and cash flows of the WSFS Entities operations for the respective periods set forth thereinthen ended. (b) Since January 1, subject 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 registration statements, solely on the interim financial statements dates of effectiveness) (except to year-end adjustments. The consolidated WSFS Financial Statements the extent amended by a subsequently filed SEC Filing prior to be prepared the date hereof, in which case as of the date of such amendment): each SEC Filing as of the date filed (i) complied (or to the extent filed after the date of this Agreement hereof and prior to the Closing (ADate, will comply) will be true, accurate and complete in all material 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects with the consolidated financial condition of WSFS as applicable requirements of the respective dates set forth therein Exchange Act and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in 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 unaudited financial 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 to year-end adjustmentsany SEC Filings.

Financial Statements. The WSFS (a) Section 3.10 of the MCBI Disclosure Schedule contains true and complete copies of the audited consolidated financial statements of MCBI and its Subsidiaries for the year ended December 31, 2024 (the “Audited Financial Statements”) and the unaudited consolidated financial statements of MCBI and its Subsidiaries for the ten (10) months ended October 31, 2025 (the “Interim Financial Statements” and, together with the Audited Financial Statements, “MCBI’s Financial Statements”). MCBI’s Financial Statements included or incorporated by reference in (including the WSFS SEC Reports related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with in all material respects, the Books books and Records records of the WSFS EntitiesMCBI and its Subsidiaries, (ii) 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial condition position of MCBI and its Subsidiaries for the WSFS Entities respective fiscal periods or as of the respective dates therein set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the interim financial statements Interim Financial Statements to the lack of footnotes and to recurring year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement audit adjustments normal in nature and prior to the Closing amount, (Aiii) will be truecomplied, accurate and complete in all material respects, with applicable accounting requirements, and (Biv) will have been prepared in all material respects in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, MCBI and (C) will fairly present 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, ▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP has not resigned (or informed MCBI that it intends to resign) or been dismissed as independent public accountants of MCBI as a result of or in connection with any disagreements with ▇▇▇▇ 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 MCBI, neither MCBI 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 or obligations that are reflected or reserved against on the consolidated financial condition of WSFS as balance sheet of the respective dates set forth therein Interim Financial Statements, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since September 30, 2025 and shown on the consolidated balance sheet of the Interim Financial Statements, or (iii) liabilities or obligations incurred in connection with this Agreement and the results transactions contemplated hereby. (c) The records, systems, controls, data and information of operationsMCBI and its Subsidiaries are in all material respects recorded, stockholders’ equity stored, maintained and cash flows operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of WSFS for the respective periods set forth therein, subject in the case MCBI or its Subsidiaries or accountants (including all means of unaudited financial statements to year-end adjustmentsaccess thereto and therefrom).

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of MCC and its Subsidiaries included or incorporated by reference in the WSFS MCC SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesMCC and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes SEC with respect thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will 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) Neither MCC nor any of its Subsidiaries has any liability or obligation of any nature whatsoever required by GAAP to 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 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, regulatory accounting principles (ii) that receipts and expenditures of MCC and its Subsidiaries are being made only in accordance with authorizations of MCC management and the MCC Board, and (iii) regarding prevention or timely detection of the unauthorized 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 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 (x) any significant deficiency and material weakness in the design or operation of MCC’s internal control over financial reporting that is reasonably likely to adversely affect MCC’s ability to record, process, 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. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the auditing standards of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) MCC’s “disclosure controls and procedures” (as defined in Rules 13a- 15(e) 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. MCC’s management has completed an assessment of the effectiveness of MCC’s disclosure controls and procedures and, to the extent required by Applicable Law, presented in any applicable accounting requirements MCC 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, MCC and its principal executive officer and principal financial officer have complied in all material respects with (i) the published applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in NYSE. The principal executive officer and the notes thereto principal financial officer of MCC have made all certifications required by Sections 302 and except 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to unaudited financial statements for the omission of footnoteseach MCC SEC Report, and (C) will fairly present the statements contained in all material respects such certifications were true and correct on the consolidated financial condition of WSFS as date such certifications were made . For purposes of the respective dates set forth therein preceding sentence, “principal executive officer” and “principal financial officer” shall have the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject meanings given to such terms in the case of unaudited financial statements to year▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act.

Financial Statements. (a) Graystone made the Graystone Regulatory Reports through September 30, 2008 available to Tower. The WSFS Financial Statements included Graystone Regulatory Reports have been, or incorporated by reference in the WSFS SEC Reports (i) are truewill be, accurate and complete prepared in all material respects, and have been prepared from, and are respects in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, applicable regulatory accounting principles and practices throughout the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotescovered by such statements, and (C) fairly present, or will fairly present in all material respects respects, the financial position, results of operations and changes in shareholders’ equity of Graystone or Graystone Bank, as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) Graystone has previously delivered to Tower the Graystone Financials as of the date hereof and will deliver all the Graystone Financials after the date hereof. The Graystone Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial condition of WSFS as of the respective dates set forth therein and the position, results of operations, stockholders’ equity operations and cash flows of WSFS Graystone as of and for the respective periods set forth ending on the dates thereof, in accordance with GAAP applied on a consistent basis, except as noted therein. (c) At the date of each balance sheet included in the Graystone Financials or the Graystone Regulatory Reports, neither Graystone nor Graystone Bank (as the case may be) had, or will have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Graystone Financials or Graystone 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 in the aggregate to Graystone and which are incurred in the ordinary course of business, consistent with past practice and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited financial statements statements, to year-end adjustmentsnormal, recurring audit adjustments and the absence of footnotes.

Financial Statements. (a) The WSFS Financial Statements financial statements of MGIC and its Subsidiaries included (or incorporated by reference reference) in the WSFS MGIC SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesMGIC and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of MGIC 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesMGIC and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of MGIC as a result of or in connection with any disagreements with MGIC 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 MGIC, neither MGIC 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 MGIC 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 financial condition statements included in MGIC’s Current Report on Form 8-K filed on January 18, 2007, or incurred in the ordinary course of WSFS 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 MGIC 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 MGIC 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 MGIC. MGIC (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to MGIC, including its consolidated Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsMGIC by others within those entities, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to MGIC’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject MGIC’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect MGIC’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in MGIC’s internal controls over financial reporting. These disclosures were made in writing by management to MGIC’s auditors and audit committee and a copy has previously been made available to Radian. 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, without qualification, when next due. (d) Since December 31, 2005, (i) neither MGIC 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 MGIC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MGIC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing MGIC or any of its Subsidiaries, whether or not employed by MGIC or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by MGIC or any of its officers, directors, employees or agents to the Board of Directors of MGIC or any committee thereof or to any director or officer of MGIC.

Financial Statements. 4.6.1. The WSFS Financial Statements included or incorporated MFI Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by reference in the WSFS SEC Reports (i) are truesuch statements, accurate and complete fairly present in all material respects, the consolidated financial position, results of operations and have been prepared fromchanges in shareholders' equity of MFI as of and for the periods ended on the dates thereof, and are in accordance with applicable regulatory accounting principles applied on a consistent basis. 4.6.2. MFI has previously made available to Brookline Bancorp the Books and Records of MFI Financial Statements covering periods ended prior to the WSFS Entitiesdate hereof. Except as disclosed in MFI DISCLOSURE SCHEDULE 4.6, (ii) the MFI Financial Statements 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiincluding the related notes where applicable) fairly present in each case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments. The ) the consolidated WSFS Financial Statements to be prepared after financial position, results of operations and cash flows of MFI and the date MFI Subsidiaries on a consolidated basis as of this Agreement and prior to for the Closing (A) will be truerespective periods ended on the dates thereof, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesthereto, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 or in the case of unaudited financial statements statements, as permitted by Form 10-Q. 4.6.3. Except as disclosed in MFI DISCLOSURE SCHEDULE 4.6, at the date of each balance sheet included in the MFI Financial Statements or in the MFI Regulatory Reports, MFI did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to year-end adjustmentsbe reflected in such MFI Financial Statements or in the MFI 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 except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements. (a) The WSFS financial statements of SPAC contained in SPAC SEC Filings (the “SPAC Financial Statements included or incorporated by reference in the WSFS SEC Reports Statements”) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAPthe books and records of SPAC, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiii) fairly present in all material respects the consolidated financial condition of the WSFS Entities SPAC on a consolidated basis as of the respective dates set forth therein indicated therein, and the consolidated results of operations, stockholders’ equity operations and cash flows of the WSFS Entities SPAC on a consolidated basis for the respective periods set forth indicated therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (Aiii) will be true, accurate and complete in all material respects, (B) will have been were prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved, regulatory accounting principles and (iv) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to SPAC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS effect as of the respective dates thereof (including, to the extent applicable to SPAC, Regulation S-X). (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 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 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. (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 the SPAC Accounts Date in the Ordinary Course or other Liabilities that individually and in the aggregate are immaterial, (ii) Liabilities reflected, or reserved against, in the SPAC Financial Statements or (iii) as set forth therein and in Section 4.7(c) of the results SPAC Disclosure Letter. (d) Since the SPAC Accounts Date, to the knowledge of operationsSPAC, stockholders’ equity and cash flows (i) none of WSFS for the respective periods set forth therein, subject SPAC’s directors has been made aware in writing of (x) any fraud that involves SPAC’s management who have a role in the case preparation of unaudited financial statements or the internal accounting controls utilized by SPAC or (y) any allegation, assertion or claim that SPAC has engaged in any material questionable accounting or auditing practices which violate applicable Laws, and (ii) no attorney representing SPAC, whether or not employed by SPAC, has reported a material violation of securities Laws, breach of fiduciary duty or similar material violation by SPAC to year-end adjustmentsthe SPAC Board or any committee thereof or to any director or officer of SPAC.

Financial Statements. The WSFS Financial Statements included or incorporated by reference (a) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the WSFS Parent SEC Reports Documents (the “Parent Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC and GAAP for Quarterly Reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated therein, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments and the absence of footnotes as permitted by GAAP and the applicable rules and regulations of the SEC. (b) Parent and each of its Subsidiaries has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient 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 Parent and its Subsidiaries are truebeing made only in accordance with authorizations of management and the board of directors of Parent, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s and its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. (c) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 Parent’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 Parent required under the Exchange Act with respect to such reports. Parent has disclosed, based on its most recent evaluation of its disclosure controls and procedures prior to the date of this Agreement, to Parent’s auditors and the audit committee of the board of directors of Parent (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (d) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate and complete in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither Parent nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of Parent or any of its Subsidiaries. Parent is otherwise in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, except for any non-compliance that has not had and is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. (e) The books and records kept by Parent and its Subsidiaries are in all material respects complete and accurate and have been maintained in accordance with applicable Laws and accounting requirements. The Parent Financial Statements have been prepared from, and are in accordance with with, the Books books and Records records of Parent and its Subsidiaries. (f) 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 or arrangement (including any contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the WSFS Entities, (ii) 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesone hand, and (C) will fairly present any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangement”), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in all material respects the consolidated Parent’s or such Subsidiary’s financial condition of WSFS as 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 case of unaudited financial statements to year-end adjustmentsstatements.

Financial Statements. (a) The WSFS Financial Statements financial statements of Sterling and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Sterling Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesSterling and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesSterling and its Subsidiaries have been, and (C) will fairly present 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, 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 Sterling 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 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 financial condition balance sheet of WSFS 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 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 respective dates set forth therein 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 results chief financial officer of operationsSterling 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, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Sterling’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Sterling’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to yearadversely affect Sterling’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of Sterling, any fraud, whether or not material, that involves management or other employees who have a significant role in Sterling’s internal 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by Sterling or any of its officers, directors, 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. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (a) Attached as Schedule 3.17(a) are (i) are truethe carve-out balance sheet of the Seller as of September 30, accurate 2012, together with the carve-out statements of income, comprehensive income, equity and complete in all material respectscash flows of the Seller for the six month period ended September 30, and 2012, which have been prepared from, reviewed by Deloitte & Touche (the “Auditor”) and are in accordance with the Books and Records of the WSFS Entities, (ii) the audited statements of income, comprehensive income, equity and cash flows of Seller for the fiscal year ended March 31, 2012 and balance sheet of Seller as of March 31, 2012, together with the audit opinion thereon of the Auditor (such statements, the “Financial Statements”). The Financial Statements 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, in each case, consistently applied GAAP (except as may be otherwise indicated in the notes thereto on Schedule 3.17(a)), and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present fairly, in all material respects respects, the consolidated financial condition position of the WSFS Entities Seller and the results of its operations in accordance with GAAP as of and for the respective dates and periods identified in the Financial Statements, each of which is subject to the limitations and qualifications set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of notes, presentation qualifications and assumptions thereto, except that the interim financial statements Interim Financial Statements are subject to normal fiscal year-end adjustmentsadjustments and accruals in connection with the preparation of annual audited financial statements, none of which would be material; provided, however, that Seller makes no representation concerning the audit and review process of Auditor or its audit opinion. The consolidated WSFS Financial Statements to be have been prepared after in a manner meeting the date requirements of this Agreement Regulation S-X promulgated by the Securities and Exchange Commission, and are suitable for inclusion in a Current Report on Form 8-K filing with the Securities and Exchange Commission, provided such Current Report is filed prior to the Closing date on which the Financial Statements are no longer deemed current under the applicable rules and regulations promulgated by the Securities and Exchange Commission, provided, however, that Seller makes no representation concerning the audit or review process of Auditor or its audit opinion. (Ab) will be trueWith respect to the periods covered by the Financial Statements and based on the materiality standards applied by Seller in connection with the Financial Statements, the books and records of Seller (i) are accurate and complete in all material respects, (Bii) will have been prepared are stated in accordance with GAAP, regulatory accounting principles reasonable detail and accurately reflect the applicable accounting requirements transactions and dispositions of the assets of Seller in connection with the published rules and regulations of the SEC, Business in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesall material respects, and (Ciii) will fairly present accurately reflect in all material respects the consolidated basis for the Financial Statements. (c) Parent and its Subsidiaries maintain, within the materiality standards and criteria applied by Parent, systems of internal controls over financial condition of WSFS reporting (as defined in Rule 13a-15(f) of the respective dates set forth therein Exchange Act) that comply with the requirements of the Exchange Act and the results provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements in conformity with GAAP and to year-end adjustmentsmaintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements. (a) The WSFS Financial Statements financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS Parent SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS Entities, Parent and its Subsidiaries; (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows and changes in shareholders’ equity and consolidated financial position of Parent and the 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 amount); (iii) complied as to form, 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto; and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesParent and its Subsidiaries have been since January 1, and (C) will fairly present 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 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 subject to 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 consolidated financial condition of WSFS as balance sheet of the respective dates set forth therein Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2024, or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. (a) The WSFS Financial Statements financial statements of Radian and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Radian Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesRadian and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesRadian and its Subsidiaries have been, and (C) will fairly present 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 not resigned or been dismissed as independent public accountants of Radian as a result of or in connection with any disagreements with Radian 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 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 financial condition statements included in Radian’s Current Report on Form 8-K filed on January 24, 2007, or incurred in the ordinary course of WSFS 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 respective dates set forth therein 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 results chief financial officer of operationsRadian by others within those entities, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Radian’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Radian’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Radian’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Radian’s internal 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ 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 securities laws, breach of fiduciary duty or similar violation by Radian or any of its officers, directors, 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 WSFS Financial Statements financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Parent Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesParent and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2023, no independent public accounting firm of Parent has 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 a Material Adverse Effect on the Parent Parties, 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 financial condition balance sheet of WSFS Parent included in its Annual Report on Form 10-K for the year ended December 31, 2024 (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 transactions contemplated by this Agreement. (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 of Parent 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 the Parent Parties. Parent (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Parent, including Parent Bank and Parent’s other Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent 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, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date of WSFS for this Agreement, to Parent’s outside auditors and the respective periods set forth therein, subject audit committee of Parent’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Parent’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. These disclosures were made in writing by management to Parent’s auditors and audit committee and true, correct and complete copies of such disclosures have been made available by Parent to Company. To the knowledge of Parent, 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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2023, (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 securities laws or banking laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof or the Board of Directors or similar governing body of any Parent Subsidiary or any committee thereof, or to the knowledge of Parent, to any director or officer of Parent or any Parent Subsidiary.

Financial Statements. (a) The WSFS Financial Statements financial statements of Columbia and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Columbia Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesColumbia and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Columbia 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 GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesColumbia and its Subsidiaries have been, since January 1, 2018, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2018, no independent public accounting firm of Columbia has resigned (or informed Columbia that it intends to resign) or been dismissed as independent public accountants of Columbia as a result of, or in connection with, any disagreements with Columbia 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 Columbia, neither Columbia 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 financial condition balance sheet of WSFS Columbia 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 transactions contemplated hereby. (c) The records, systems, controls, data and information of Columbia 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 Columbia 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 Columbia. Columbia (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Columbia, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsColumbia 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, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Columbia’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Columbia’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to yearadversely affect Columbia’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Columbia’s internal controls over financial reporting. To the knowledge of Columbia, there is no reason to believe that Columbia’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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2020, (i) neither Columbia nor any of its Subsidiaries, nor, to the knowledge of Columbia, any director, officer, auditor, accountant or representative of Columbia 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 Columbia or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Columbia or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Columbia or any of its Subsidiaries, whether or not employed by Columbia or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Columbia or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Columbia or any committee thereof, or to the knowledge of Columbia, to any director or officer of Columbia.

Financial Statements. The WSFS Financial Statements included or incorporated by reference (a) Except as set forth in Section 4.4(a) of the SPAC Disclosure Letter, the financial statements of SPAC contained in the WSFS SPAC SEC Reports Filings (ithe “SPAC Financial Statements”) are true, accurate true and complete correct in all material respectsrespects and present fairly the financial condition, operating results, stockholders equity and have been prepared from, and are in accordance with the Books and Records cash flows of SPAC as of the WSFS Entities, (ii) dates and during the periods indicated. The SPAC Financial Statements have been prepared in accordance with GAAPIFRS and Regulation S-X, regulatory accounting principles applied on a consistent basis throughout the periods indicated (except that they are subject to normal and recurring year-end adjustments and as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC, the Exchange Act and the Securities Act in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities effect as of the respective dates thereof. The books of account, ledgers, order books, records and other financial documents of SPAC accurately and completely reflect all material information relating to SPAC’s business, the nature, acquisition, maintenance, location and collection of its assets and the nature of all transactions giving rise to its obligations and accounts receivable. (b) SPAC has in place disclosure controls and procedures that are designed to provide reasonable assurances that (i) material information relating to SPAC (including any fraud that involves management or other employees who have a significant role in the internal controls of SPAC) is made known to the management of SPAC by others within SPAC and (ii) such controls and procedures are effective in recording, processing, summarizing and reporting financial data. SPAC maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Since the formation of SPAC, neither SPAC nor, to the knowledge of SPAC, any Representative of SPAC has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of SPAC with respect to the SPAC Financial Statements or the internal accounting controls of SPAC, including any written complaint, allegation, assertion or claim that SPAC has engaged in questionable accounting or auditing practices. Since the formation of SPAC, no attorney representing SPAC, whether or not employed by SPAC, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by SPAC or any of its Representatives to the SPAC Board or any committee thereof or to any director or officer of SPAC. Since the formation of the SPAC, neither the SPAC nor, to the knowledge of SPAC, any Representative (including its independent auditors) has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by SPAC, or (ii) any fraud, whether or not material, that involves SPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by SPAC. (d) SPAC has no liability or obligation, absolute or contingent, individually or in the aggregate, that would be required to be set forth therein on a consolidated balance sheet of SPAC prepared in accordance with IFRS applied and in accordance with past practice, other than (i) obligations and liabilities that have not had and would not reasonably be expected to have, individually or in the consolidated results aggregate, a SPAC Material Adverse Effect, (ii) obligations and liabilities under Contracts incurred in the Ordinary Course (other than obligations and liabilities arising from or due to a breach under any such Contracts, or any act or omission that with the giving of operationsnotice, stockholders’ equity the lapse of time or otherwise, would constitute a breach thereunder), (iii) SPAC Transaction Expenses, (iv) obligations incurred by SPAC’s execution of this Agreement or the Ancillary Agreements to which it is or will be a party (other than due to a breach hereunder or thereunder, or any act or omission that with the giving of notice, the lapse of time or otherwise, would constitute a breach hereunder), and cash flows (v) obligations and liabilities reflected, or reserved against, in the latest balance sheet included in the SPAC Financial Statements or as set forth in Section 4.4(d) of the WSFS Entities for the respective periods SPAC Disclosure Letter. Except as set forth therein, subject in Section 4.4(d) of the SPAC Disclosure Letter or to the extent de minimis (individually and in the case aggregate), as of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be trueAgreement, accurate and complete SPAC does not have any indebtedness for borrowed money nor has it incurred any guarantees in all respect of indebtedness for borrowed money. SPAC does not have any material 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, in each case, consistently applied except as may be otherwise indicated off-balance sheet arrangements that are not disclosed in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 case of unaudited financial statements to year-end adjustmentsSPAC SEC Filings.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of Rand and its Subsidiary included or incorporated by reference in the WSFS Rand SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesRand and its Subsidiary, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Rand and its Subsidiary 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles except, in each case, as indicated in such statements or in the notes thereto. (b) Neither Rand nor its Subsidiary has any material liability or obligation of any nature whatsoever required by GAAP to be 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 applicable accounting requirements consolidated balance sheet of Rand included in its Annual Report on Form 10-K for the annual period ended December 31, 2017 (including any notes thereto) and with for liabilities and obligations incurred in a commercially reasonable manner since the published date of such balance sheet and such liabilities as would not, individually or in the aggregate, have a Material Adverse Effect on Rand. (c) Rand 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 Rand, including its consolidated Subsidiary, required to be disclosed by Rand in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the SEC, in and that all such material information is accumulated and communicated to the “principal executive officer” and the “principal financial officer” (each case, consistently applied except as may be otherwise indicated defined in the notes thereto ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) of Rand by others within those entities in connection with the reports Rand is required to file under the Exchange Act to allow timely decisions regarding required disclosure and except with respect to unaudited make the certifications required pursuant to Sections 302 and 906 of the Sarbanes Oxley Act. (d) Since December 31, 2016, the principal executive officer and the principal financial statements for the omission officer of footnotes, and (C) will fairly present Rand have complied in all material respects with (i) the consolidated financial condition of WSFS as applicable provisions of the respective dates set forth therein ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and under the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. The principal executive officer and the results principal financial officer of operations, stockholders’ equity Rand have made all certifications required by Sections 302 and cash flows 906 of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to year-end adjustmentseach Rand SEC Document filed by Rand.

Financial Statements. (a) Sovereign has previously delivered, or will deliver, to First Essex, the Sovereign Regulatory Reports available to First Essex for inspection. The WSFS Financial Statements included Sovereign Regulatory Reports have been, or incorporated by reference in the WSFS SEC Reports (i) are truewill be, accurate and complete prepared in all material respects, and have been prepared from, and are respects in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, applicable regulatory accounting principles and practices throughout the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotescovered by such statements, and (C) fairly present, or will fairly present in all material respects respects, the consolidated financial condition of WSFS as of the respective dates set forth therein and the position, results of operations, and changes in stockholders’ ' equity of Sovereign as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) Sovereign has previously delivered, or will deliver, to First Essex the Sovereign Financials. The Sovereign Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by the Sovereign Financials, except as noted therein and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of WSFS Sovereign as of and for the respective periods set forth ending on the dates thereof, in accordance with GAAP applied on a consistent basis throughout the periods covered by the Sovereign Financials, except as noted therein. (c) At the date of each balance sheet included in the Sovereign Financials or Sovereign Regulatory Reports, Sovereign 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 Sovereign Financials or in the footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate and which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations or loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited financial statements statements, to year-end adjustmentsnormal recurring audit adjustments and the absence of footnotes.

Financial Statements. (a) The WSFS Financial Statements financial statements of Pinnacle and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Pinnacle Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesPinnacle and its Subsidiaries in all material respects, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Pinnacle 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 GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesPinnacle and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since December 31, 2022, no independent public accounting firm of Pinnacle has resigned (or informed Pinnacle that it intends to resign) or been dismissed as independent public accountants of Pinnacle as a result of or in connection with any disagreements with ▇▇▇▇▇▇▇▇ 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 Pinnacle, neither Pinnacle 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 financial condition balance sheet of WSFS Pinnacle 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 transactions contemplated hereby. (c) The records, systems, controls, data and information of Pinnacle 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 Pinnacle 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 Pinnacle. Pinnacle (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Exchange Act) to ensure that material information relating to Pinnacle, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsPinnacle 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, stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Pinnacle’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject Pinnacle’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect Pinnacle’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in ▇▇▇▇▇▇▇▇’s internal controls over financial reporting. These disclosures were made in writing by management to Pinnacle’s auditors and audit committee. There is no reason to believe that Pinnacle’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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, without qualification, when due in the future. (d) Since January 1, 2023, (i) neither Pinnacle nor any of its Subsidiaries, nor, to the knowledge of Pinnacle, any director, officer, auditor, accountant or representative of Pinnacle 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 Pinnacle or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Pinnacle or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no employee of or attorney representing Pinnacle or any of its Subsidiaries, whether or not employed by Pinnacle or any of its Subsidiaries, has reported evidence of a material violation of securities laws or banking laws, breach of fiduciary duty or similar violation by Pinnacle or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Pinnacle or any committee thereof or the Board of Directors or similar governing body of any Pinnacle Subsidiary or any committee thereof, or to the knowledge of Pinnacle, to any director or officer of Pinnacle or any Pinnacle Subsidiary.

Financial Statements. (a) The WSFS Financial Statements financial statements of HopFed and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC HopFed Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesHopFed and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of HopFed 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 GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesHopFed and its Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. ▇▇▇▇▇ LLP has not resigned (or informed HopFed that it intends to resign) and neither ▇▇▇▇▇ LLP nor HopFed’s previous independent accountants, ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, LLC and ▇▇▇▇▇▇▇|▇▇▇▇▇▇▇▇▇▇ PC, have been dismissed as independent public accountants of HopFed as a result of or in connection with any disagreements with HopFed 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 HopFed, neither HopFed 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 financial condition balance sheet of WSFS HopFed 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 HopFed 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 HopFed 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 HopFed. HopFed (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the respective dates set forth therein Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to HopFed, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsHopFed 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”), stockholders’ equity and cash flows (y) has disclosed, based on its most recent evaluation prior to the date hereof, to HopFed’s outside auditors and the audit committee of WSFS for the respective periods set forth therein, subject HopFed’s Board of Directors (i) any significant deficiencies and material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect HopFed’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in HopFed’s internal controls over financial reporting. These disclosures were made in writing by management to HopFed’s auditors and audit committee and a copy has previously been made available to First Financial. There is no reason to believe that HopFed’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 ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2015, (i) neither HopFed nor any of its Subsidiaries, nor, to the knowledge of HopFed, any director, officer, auditor, accountant or representative of HopFed 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 HopFed or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that HopFed or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing HopFed or any of its Subsidiaries, whether or not employed by HopFed or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by HopFed or any of its officers, directors, employees or agents to the Board of Directors of HopFed or any committee thereof or to the knowledge of HopFed, to any director or officer of HopFed.

Financial Statements. The WSFS Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) The Pozen Financial Statements have been prepared in accordance with GAAPU.S. GAAP applied on a basis consistent with those of previous periods and in accordance with applicable Laws, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated stated in the notes thereto to such statements or in the auditor’s report thereon and except with respect subject, in the case of the Pozen Interim Financial Statements, to normal year-end audit adjustments, which are not material to Pozen and the interim financial statements for Pozen Subsidiaries, taken as a whole, individually or in the omission of footnotes aggregate, and (iii) fairly may omit notes which are not material and are not required by applicable Laws or U.S. GAAP. The Pozen Financial Statements present fairly, in all material respects respects, the consolidated financial condition balance sheets and consolidated statements of operations, consolidated statements of stockholders’ equity and consolidated statements of cash flows of Pozen and the WSFS Entities Pozen Subsidiaries as of the respective dates set forth therein thereof and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject . There are no outstanding loans made by Pozen or any of the Pozen Subsidiaries to any director or officer of Pozen. All of such documents in the case of the interim Pozen Public Disclosure Record (including any financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after included or incorporated by reference therein), as of their respective dates (and as of the date of this Agreement and prior any amendment to the Closing (A) will be true, accurate and complete in all material 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, in each case, consistently applied except as may be otherwise indicated respective document in the notes thereto and except with respect Pozen Public Disclosure Record), complied as to unaudited financial statements for the omission of footnotes, and (C) will fairly present form in all material respects with the consolidated financial condition of WSFS as applicable requirements of the respective dates 1933 Securities Act and the ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. (ii) Pozen has designed such disclosure controls and procedures, or caused them to be designed under the supervision of its Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance that material information relating to Pozen is made known to its Chief Executive Officer and Chief Financial Officer by others within Pozen and the Pozen Subsidiaries. (iii) Pozen has designed such internal controls over financial reporting, or caused them to be designed under the supervision of the Chief Executive Officer and Chief Financial Officer of Pozen, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. To the knowledge of Pozen, since December 31, 2012: (A) except as set forth therein and on Section 3.1(h)(iii) of the results of operationsPozen Disclosure Letter, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject there have been no significant deficiencies in the case design or operation of, or material weaknesses in, the internal controls over financial reporting of unaudited Pozen that are reasonably likely to adversely affect Pozen’s ability to record, process, summarize and report financial statements to year-end adjustmentsinformation, and (B) there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the internal control over financial reporting of Pozen. To the knowledge of Pozen, since December 31, 2012, Pozen has received no (x) written complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) written reports from employees of Pozen regarding questionable accounting or auditing matters.

Financial Statements. (a) The WSFS Financial Statements financial statements of Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS Entities, Company and its Subsidiaries; (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 recurring year-end audit adjustments normal in nature and amount); (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto; and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotes, Company and (C) will fairly present 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, C▇▇▇▇ LLP has not resigned (or informed Company that indicated it intends to resign) or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company 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 Company Material Adverse Effect, neither Company 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 consolidated financial condition balance sheet of WSFS Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2025, or (iii) in connection with this Agreement and the transactions contemplated hereby. (c) Since January 1, 2023, (i) neither Company nor any of its Subsidiaries, nor, to its Knowledge, any director, officer, employee, auditor, accountant or representative of Company or any of its Subsidiaries, has received or otherwise obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Company or any of its Subsidiaries or its internal accounting controls, including any complaint, allegation, assertion or claim that Company or any of its Subsidiaries, or any of its directors, officers or employees, has engaged in questionable accounting or auditing practices or fraudulent practices, and (ii) to Company’s Knowledge, no attorney representing Company or any of its Subsidiaries, whether or not employed by Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation, by Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of Company or any of its Subsidiaries. (d) Except as Previously Disclosed on Section 4.06(d) of the Company Disclosure Schedule, neither Company 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 or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Company 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 arrangement”). (e) Section 1.01(a) of the Company Disclosure Schedule sets forth the Company’s estimated calculation as of the respective dates set forth therein and date of this Agreement of Transaction Costs, which estimated calculation has been prepared by the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject Company in the case of unaudited financial statements to year-end adjustmentsgood faith.

Financial Statements. (a) The WSFS Financial Statements financial statements of SYBT and the SYBT Subsidiaries included (or incorporated by reference reference) in SYBT Reports (including the WSFS SEC Reports related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of SYBT and the WSFS EntitiesSYBT Subsidiaries, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated results of operations, regulatory accounting principles cash flows, changes in shareholders’ equity and consolidated financial position of SYBT and the 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 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in the statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for records of SYBT and the omission of footnotesSYBT Subsidiaries have been, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. BKD, LLP 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 any disagreements with SYBT on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except as would not, either individually or in the aggregate, 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 financial condition balance sheet of WSFS as SYBT included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (including any notes thereto) and for liabilities incurred in the ordinary course, consistent with past practices, since December 31, 2019, or in connection with this Agreement and the transactions contemplated hereby. (c) Since January 1, 2018, (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 dates set forth therein 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 results SYBT Subsidiaries, whether or not employed by SYBT or any of operationsthe SYBT Subsidiaries, stockholders’ equity and cash flows has reported evidence of WSFS for a material violation of securities laws, breach of fiduciary duty or similar violation by SYBT or any of its officers, directors, employees or agents to the respective periods set forth thereinBoard of Directors of SYBT or any committee thereof or to the knowledge of SYBT, subject in the case to any director or officer of unaudited financial statements to year-end adjustmentsSYBT.

Financial Statements. (a) The WSFS Financial Statements financial statements of Purchaser and its Subsidiaries included (or incorporated by reference reference) in the WSFS Purchaser SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS Entities, Purchaser and its Subsidiaries; (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Purchaser 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto; and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, Purchaser and (C) will fairly present 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. PricewaterhouseCoopers LLP has not resigned (or informed Purchaser that indicated it intends to resign) or been dismissed as independent public accountants of Purchaser as a result of or in connection with any disagreements with Purchaser on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Purchaser nor any of its Subsidiaries has incurred any material 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 financial condition balance sheet of WSFS Purchaser included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2011 which have either been Previously Disclosed or would not have, individually or in the aggregate, be material to the operation of Purchaser and its Subsidiaries, taken as of the respective dates set forth therein a whole or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. (a) The WSFS Financial Statements financial statements of Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) and, upon and following delivery, the Supplemental Financial Statements (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present in accordance with GAAPall material respects the consolidated statements of operations, regulatory accounting principles cash flows, changes in stockholders’ deficit and consolidated financial position of 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 the absence of footnotes and to normal year-end audit adjustments normal in nature and amount and as permitted by GAAP and the applicable rules and regulations of the SEC), (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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operationsthereto or, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of unaudited statements, as permitted by Form 10-Q under the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement Exchange Act, and prior to the Closing (Aiv) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. The books and except with respect to unaudited financial statements for the omission records of footnotesCompany and its Subsidiaries have been, since January 1, 2015, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Deloitte & Touche LLP has not resigned (or informed Company that it intends to resign) or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company 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 Company Material Adverse Effect, neither Company 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) that is of a nature required to be reflected on its consolidated balance sheets prepared in accordance with GAAP, except for (i) those liabilities that are reflected or reserved against on the consolidated financial condition balance sheet of WSFS Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2017 or in connection with this Agreement and the transactions contemplated hereby, or (iii) as set forth on Section 3.6(b) of the respective dates Company Disclosure Schedule. Except as disclosed in the Company SEC Reports, none of Company or any of its Subsidiaries maintains any “off-balance-sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act. (c) Except as set forth therein on Section 3.6(c) of the Company Disclosure Schedule, the records, systems, controls, data and information of 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 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 expected to have, either individually or in the aggregate, a Company Material Adverse Effect. Company (i) maintains a system of disclosure controls and procedures (as such term is defined in paragraph (e) of Rule 13a-15 promulgated under the Exchange Act) as required by Rule 13a-15 promulgated under the Exchange Act, and (ii) has disclosed, based on its most recent evaluation of its chief executive officer and chief financial officer prior to the date hereof, to Company’s outside auditors and the results audit committee of operations, stockholders’ equity Company Board (x) any significant deficiencies and cash flows of WSFS for the respective periods set forth therein, subject material weaknesses in the case design or operation of unaudited internal control over financial statements reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to yearadversely affect in any material respect Company’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Company, any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls over financial reporting. Copies of any such disclosures were made in writing by management to Company’s auditors and audit committee and a copy has been previously made available to Parent. (d) Since January 1, 2014, (i) neither Company nor any of its Subsidiaries, nor, to the knowledge of Company, any director, officer, auditor, accountant or representative of Company 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 Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-end adjustmentsdowns, charge-offs and accruals) of Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Company or any of its Subsidiaries, whether or not employed by Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Company or any of its officers, directors or employees to the Company Board or any committee thereof or to the knowledge of Company, to any director or officer of Company. (e) Each of the principal executive officer and the principal financial officer of Company (or each former principal executive officer and each former principal financial officer of Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company SEC Documents. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, 2014, neither Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) (excluding reimbursable ordinary business expenses) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of Company or any of its Subsidiaries. Company is otherwise in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules of NYSE, except for any non-compliance that would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.

Financial Statements. The WSFS Financial Statements financial statements included or incorporated by reference in the WSFS SEC Reports (i) are trueFilings and, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records case of the WSFS Entitiesannual audited financial statements, reported on by and accompanied by an unqualified report from the Company’s accountants, (iia) 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) present fairly present in all material respects the consolidated financial condition of the WSFS Entities Company as of the respective dates set forth therein at such date, and the consolidated results of operations, stockholders’ equity its operations and its consolidated cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respectsshown, (Bb) will have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as otherwise noted therein and except in the case of unaudited interim financial statements), regulatory accounting principles and the (c) complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to unaudited financial statements for the omission of footnotesthereto, and (Cd) will fairly present complied in all material respects as to form required by published rules and regulations of the SEC related thereto as of its date of filing with the SEC. The Company has not 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 in the consolidated financial condition balance sheet of WSFS the Company and the Company Subsidiaries as of September 30, 2024 included in the respective dates set forth therein Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (“Company Balance Sheet”) or the notes thereto; (ii) Liabilities that have been incurred by the Company or the Company Subsidiaries since September 30, 2024 in the ordinary course of business; (iii) Liabilities for performance of obligations of the Company or any Company Subsidiary not yet due under contract or agreement to which the Company or any Company Subsidiary is a party; (iv) Liabilities incurred pursuant to this Agreement and the results of operationsTransactions; and (v) other Liabilities that would not reasonably be expected to be material to the Company and its Subsidiaries, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstaken as a whole.

Financial Statements. (a) The WSFS Financial Statements financial statements of Brookline and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Brookline Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesBrookline and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory except, in each case, as indicated in such statements or in 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 FDIC, in all material respects with applicable accounting requirements and with the published instructions of the Federal Financial Institutions Examination Council with respect thereto. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, 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 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 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 evaluation prior to the date hereof, to Brookline’s outside auditors and the audit committee of Brookline’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 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 material, that involves management or other employees who have a significant role in Brookline’s internal 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 SECS▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due and for so long as this Agreement continues in each caseexistence. (d) Since January 1, consistently applied except as may be 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 indicated in had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the notes thereto and except accounting or auditing practices, procedures, methodologies or methods (including with respect to unaudited financial statements for the omission loan loss reserves, write-downs, charge-offs and accruals) of footnotesBrookline 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 (Cii) will fairly present in all 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 respects violation of securities laws, breach of fiduciary duty or similar violation by Brookline or any of its officers, directors, employees or agents to the consolidated financial condition Board of WSFS as Directors of Brookline or any committee thereof or, to the respective dates set forth therein and the results knowledge of operationsBrookline, stockholders’ equity and cash flows to any director or officer of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentsBrookline.

Financial Statements. (a) PFC has previously delivered to Sound Federal Bancorp the PFC Regulatory Reports. The WSFS Financial Statements included PFC Regulatory Reports have been, or incorporated will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by reference in the WSFS SEC Reports (i) are truesuch statements, accurate and complete fairly present, or will fairly present in all material respects, the consolidated financial position, results of operations and have been prepared fromchanges in shareholders' equity of PFC as of and for the periods ended on the dates thereof, and are in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) PFC has previously delivered to Sound Federal Bancorp the Books and Records of the WSFS EntitiesPFC Financials. The PFC Financials have been, (ii) have been or will be, prepared in accordance with GAAP, regulatory accounting principles and (including the applicable accounting requirements and with the published rules and regulations of the SECrelated notes where applicable) fairly present, or will fairly present, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments. The ), the consolidated WSFS Financial Statements to be prepared after financial position, results of operations and cash flows of PFC and the date PFC Subsidiaries as of this Agreement and prior to for the Closing (A) will be truerespective periods ending on the dates thereof, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP applied on a consistent basis during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesthereto, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 or in the case of unaudited financial statements statements, as permitted by Form 10-Q. (c) At the date of each balance sheet included in the PFC Financials or the PFC Regulatory Reports, PFC did not have, or will not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to year-end adjustmentsbe reflected in such PFC Financials or PFC 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 with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements. (a) The WSFS Financial Statements financial statements of Company and its Subsidiaries included (or incorporated by reference reference) in the WSFS Company SEC Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesCompany and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory U.S. generally accepted accounting principles and (“GAAP”) consistently applied during the applicable accounting requirements and with the published rules and regulations of the SECperiods involved, except, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. As of the date hereof, the books and except with respect to unaudited financial statements for the omission records of footnotes, Company and (C) will fairly present 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, BKD, LLP has not resigned (or informed Company that it intends to resign) or been dismissed as independent public accountants of Company as a result of or in connection with any disagreements with Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Company 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 consolidated financial condition balance sheet of WSFS as Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (including any notes thereto), (ii) liabilities incurred in the ordinary course of the respective dates set forth therein business consistent in nature and amount with past practice since June 30, 2013 or (iii) in connection with this Agreement and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustmentstransactions contemplated hereby.

Financial Statements. (a) SWB has previously delivered to Alliance Bancorp the SWB Regulatory Reports. The WSFS Financial Statements included SWB Regulatory Reports have been, or incorporated will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by reference in the WSFS SEC Reports (i) are truesuch statements, accurate and complete fairly present, or will fairly present in all material respects, the consolidated financial position, results of operations and have been prepared fromchanges in shareholders' equity of SWB as of and for the periods ended on the dates thereof, and are in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) SWB has previously delivered to Alliance Bancorp the Books and Records of the WSFS EntitiesSWB Financials. The SWB Financials have been, (ii) have been or will be, prepared in accordance with GAAP, regulatory accounting principles and (including the applicable accounting requirements and with the published rules and regulations of the SECrelated notes where applicable) fairly present, or will fairly present, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments. The ), the consolidated WSFS Financial Statements to be prepared after financial position, results of operations and cash flows of SWB and the date SWB Subsidiaries as of this Agreement and prior to for the Closing (A) will be truerespective periods ending on the dates thereof, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP applied on a consistent basis during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotesthereto, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as 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 or in the case of unaudited financial statements statements, as permitted by Form 10-Q. (c) At the date of each balance sheet included in the SWB Financials or the SWB Regulatory Reports, SWB did not have, or will not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to year-end adjustmentsbe reflected in such SWB Financials or SWB 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 with past practice and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements. (a) The WSFS Financial Statements consolidated financial statements of Parent and its Subsidiaries included (or incorporated by reference reference) in the WSFS SEC Parent Reports (including the related notes, where applicable) (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with with, the Books books and Records records of the WSFS EntitiesParent and its Subsidiaries, (ii) have been prepared fairly present in accordance all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of 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 dates of filing with GAAPthe SEC, regulatory accounting principles and the in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except SEC with respect to the interim financial statements for the omission of footnotes thereto, and (iiiiv) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end 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 complete in all material respects, (B) will have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SECexcept, in each case, consistently applied except as may be otherwise indicated in such statements or in the notes thereto thereto. To the extent any of the books and except records of Parent and its Subsidiaries are required to be maintained in accordance with respect to unaudited financial statements for the omission of footnotesGAAP, such books and records have been, since January 1, 2017, and (C) will fairly present are being, maintained in all material respects in accordance with GAAP. Prior to the 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 financial condition balance sheet of WSFS Parent, 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, 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 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 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 respective dates set forth therein Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the results chief financial officer of operationsParent 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, stockholders’ equity and cash flows (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditor and the audit committee of WSFS for the respective periods set forth therein, subject Parent Board (A) 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) 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) to the knowledge of Parent, any fraud, whether or not material, relating to the period covered by such evaluation that involves management or other employees who have a significant role in Parent’s internal 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 director, 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 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 that is material to Parent, including any complaint, allegation, or claim, whether written or oral, that Parent or any of 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 unaudited financial statements the foregoing clauses (i) and (ii), except as would not reasonably be likely to year-end adjustmentsbe, either individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole.

Financial Statements. 4.6.1. VSB Bancorp has previously made available to Northfield Bancorp the VSB Bancorp Financial Statements. The WSFS VSB Bancorp Financial Statements included or incorporated by reference in the WSFS SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) 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, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iiiincluding the related notes where applicable) fairly present in each case in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, (subject in the case of the unaudited interim financial statements to normal year-end adjustments) the consolidated financial position, results of operations and cash flows of VSB Bancorp and the VSB Bancorp Subsidiaries on a consolidated basis as of and for the respective periods ended on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto. 4.6.2. The consolidated WSFS Financial Statements to be prepared after At the date of this Agreement 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 prior 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 any unaudited statements, to normal, recurring audit adjustments and the Closing (A) will absence of footnotes. 4.6.3. VSB Bancorp has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be truemade with respect thereto, accurate that it was required to file since December 31, 2017 with any Governmental Entity and complete has paid all fees and assessments due and payable in connection therewith. As of their respective dates, each of such filings complied in all material respectsrespects with all laws or regulations under which it was filed. The VSB Bancorp Regulatory Reports, (B) will to the extent they contain financial information, have been prepared in all material respects in accordance with GAAP, applicable regulatory accounting principles and practices throughout the applicable periods covered by such statements. 4.6.4. The records, systems, controls, data and information of VSB Bancorp and the 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 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 requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated controls described in the notes thereto following sentence. VSB Bancorp and except with respect the VSB Bancorp Subsidiaries have devised and maintained a system of internal accounting controls sufficient to unaudited 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 omission AICPA Professional Standards) have been discovered in connection with the audits of footnotesthe VSB Bancorp Financial Statements by VSB Bancorp’s certified public accountants. 4.6.5. VSB Bancorp has disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its Board of Directors and in VSB Bancorp DISCLOSURE SCHEDULE 4.6.5: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial information, and (Cii) will fairly present any fraud, whether or not material, that involves management or other employees who have a significant role in all 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 respects complaint, allegation, assertion or claim, whether written or oral, regarding the consolidated financial condition accounting or auditing practices, procedures, methodologies or methods of WSFS as 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 the respective dates set forth therein and the results a material violation of operationssecurities laws, stockholders’ equity and cash flows breach of WSFS for the respective periods set forth thereinfiduciary duty or similar violation by it or any of its officers, subject in the case directors, employees or agents to its board of unaudited financial statements directors or any committee thereof or to year-end adjustmentsany of its directors or officers.