Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

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

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

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

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

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

Financial Statements; Undisclosed Liabilities. (a) Copies The books of account and related records of the audited Company fairly reflect in all material respects the Company’s assets, liabilities and transactions in accordance with GAAP. The (x) unaudited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) sheet of the Target Companies as of and Company for the years ended December 31, 2020 2013, 2012 and 2021 2011 and the related unaudited consolidated statements of income, changes in stockholders’ equity, and cash flows for the years then ended, and (y) the unaudited balance sheet of the Company as of August 31, 2014 (the “Annual Company Recent Balance Sheet”), and the related unaudited statements of income operations, stockholders’ equity and retained earnings and cash flows for the eight (8) month period ended August 31, 2014 (the “Recent Financial Statements”), have been provided previously delivered to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five Buyer and: (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”i) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete true and correct in all material respects and have been regularly kept and maintained respects; (ii) were prepared in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairlyGAAP (except as specifically otherwise noted therein or, in all material respects, the consolidated financial position case of the Target Companies as Recent Financial Statements, except for the absence of footnotes); and (iii) present fairly the dates thereof and the consolidated financial position, results of operations and cash flows of the Target Companies Company on a consolidated basis as of such dates and for the periods covered by such statements, then ended in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case GAAP. The unaudited balance sheet of the Interim Company on a consolidated basis as at December 31, 2013 is attached as Schedule 5.6.1 of the Disclosure Schedules (the “Balance Sheet”). The Recent Financial Statements, except for year-end adjustments, tax accruals, and Statements are attached as Schedule 5.6.2 of the omission of footnote disclosures required by GAAPDisclosure Schedules. (b) The Company maintains has no material liability or obligation of any nature required to be reflected on a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements balance sheet prepared in accordance with GAAP. The Company has not identified , whether due or been made aware of to become due, absolute, contingent or otherwise, except: (i) any significant deficiency or material weakness in to the system of internal accounting controls utilized by extent reflected as a liability on the Company, Balance Sheet; (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role current liabilities incurred in the preparation ordinary course of the Company Financial Statements or the internal accounting controls utilized by the Companybusiness after December 31, or 2013 consistent with past practice; and (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(c) liabilities disclosed on Schedule 5.6.3 of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofSchedules.

Financial Statements; Undisclosed Liabilities. (a) Copies Attached hereto as Exhibit C are true and complete copies of the audited consolidated balance sheetsstatement of assets, consolidated liabilities and stockholders’ equity- income tax basis, and related statements of income, consolidated statements of members’ equityrevenues and expenses and retained earnings, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of – all on the Target Companies as of and income tax basis, for each Company for the fiscal years ended December 31, 2020 2003, 2004 and 2021 2005 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies and the balance sheets and related statements of the unaudited balance sheetassets, statement of operationsliabilities and stockholders’ equity - income tax basis, and statement related statements of revenues and expenses and retained earnings, and cash flows of – all on the income tax basis for each Target Company as of and for the five (5)-month period 5) months ended on May 31, 2022 2006 (such date, the “Reference Balance Sheet Date”) (such financial statementscollectively, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser). The Company December 31, 2005 Annual Statements are referred to herein as the “2005 Statements” and the December 31, 2005 statement of assets, liabilities and stockholders’ equity – income tax basis is referred to herein as the “2005 Balance Sheet.” (b) Each of the Financial Statements are (i) has been prepared based on the books and records of the Target Companies, which books each Company and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the each such Company’s normal accounting practices, consistent with past practice and customary practices. The Company Financial Statements with each other, and present fairlyfairly the financial condition, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows flow of each such Company as of the Target Companies for dates indicated or the periods covered by such statements, indicated; and (ii) has been prepared in accordance with GAAP the income tax basis of accounting, applied consistently applied through throughout and among the periods period covered thereby; provided, except as disclosed thereinhowever, and, in the case of that the Interim Company Financial Statements, except for Statements are subject to normal year-end adjustments, tax accruals, and the omission of footnote disclosures do not contain all footnotes required by GAAP. (b) The Company maintains a system the income tax basis of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingaccounting. (c) Section 3.6(cExcept as set forth on Schedule 4.07(c), neither Company has any Liability of a type that would be required under GAAP to be disclosed on a balance sheet or in the footnotes thereto, except for (i) Liabilities reflected or reserved against in the applicable 2005 Balance Sheet and (ii) Liabilities incurred in the ordinary course of business of each such Company since the date of the Disclosure 2005 Balance Sheet. (d) Schedule contains a true, correct and complete list 4.07(d) reflects all of the Contracts for all Indebtedness for borrowed money Closing Date Debt of the Target Companies each Company that will be outstanding as of the date hereofClosing Date.

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

Financial Statements; Undisclosed Liabilities. (a) Copies Parent’s Annual Report on Form 10-K filed with the SEC on February 26, 2016 (the “Parent 10-K”) sets forth a true and complete copy of the consolidated audited consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of members’ equity, changes in owner’s equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) for each of the Target Companies as of and for three years in the years period ended December 31, 2020 2015 and 2021 balance sheets as of December 31, 2015 and 2014 for Parent, including the notes thereto, and Parent’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 (the “Annual Company Parent 10-Q”) sets forth a true and complete copy of the unaudited condensed consolidated statements of operations and comprehensive income (loss) and cash flows for each of the three month periods ending March 31, 2016 and March 31, 2015 and unaudited condensed consolidated balance sheet as of March 31, 2016 for Parent, including the notes thereto (the referenced financial statements set forth in the Parent 10-K and in the Parent 10-Q are collectively referred to as the “Parent Financial Statements”), . The Parent Financial Statements have been provided to Purchaser. Copies of prepared in accordance with GAAP applied on a consistent basis throughout the unaudited balance sheet, statement of operations, periods covered thereby (except as may be indicated in the notes thereto) and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct present fairly in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies Parent as of the such dates thereof and the consolidated results of operations and comprehensive income and cash flows of the Target Companies Parent for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered therebyperiods, except as disclosed otherwise noted therein, and, . Except as set forth in the case of the Interim Company Parent Financial Statements, except for yearthere are no off-end adjustmentsbalance sheet arrangements that would, tax accrualsindividually or in the aggregate, and have a Parent Material Adverse Effect. Parent has not had any disagreement with its independent public accounting firm that required disclosure in the omission of footnote disclosures required by GAAPParent SEC Reports. (b) The Company maintains a system There are no liabilities or obligations of internal accounting controls Parent or the Parent Subsidiaries (whether known or unknown and procedures appropriate for its size whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability context of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified federal, state or been made aware of local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) any significant deficiency liabilities or material weakness obligations disclosed, reflected or reserved against in the system of internal accounting controls utilized by the CompanyParent Financial Statements, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role current liabilities incurred in the preparation ordinary course of the Company Financial Statements or the internal accounting controls utilized by the Companybusiness since December 31, or 2015, (iii) any claim liabilities and obligations incurred under or allegation regarding any of in accordance with this Agreement or in connection with the foregoingtransactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

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

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

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

Financial Statements; Undisclosed Liabilities. (a) Copies Parent’s Annual Report on Form 10-K filed with the SEC on February 28, 2017 sets forth a true and complete copy of the consolidated audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equitycomprehensive income, changes in equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) for each of the Target Companies as of and for three years in the years period ended December 31, 2020 2016 and 2021 balance sheets as of December 31, 2016 and 2015 for Parent, including the notes thereto, and Parent’s Quarterly Report on Form 10-Q filed on August 7, 2017 sets forth a true and complete copy of the consolidated unaudited statements of income, comprehensive income, changes in equity and cash flows for the six month period ended June 30, 2017 and balance sheet as of June 30, 2017 for Parent (the referenced financial statements set forth in such Form 10-K and Form 10-Q of Parent are collectively referred to as the “Annual Company Parent Financial Statements”), . The Parent Financial Statements have been provided to Purchaser. Copies of prepared in accordance with GAAP applied on a consistent basis throughout the unaudited balance sheet, statement of operations, periods covered thereby (except as may be indicated in the notes thereto) and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct present fairly in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies Parent as of the such dates thereof and the consolidated results of operations income and cash flows of the Target Companies Parent for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered therebyperiods, except as disclosed therein, andotherwise noted therein and subject, in the case of the Interim Company unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in audited financial statements. Except as set forth in the Parent Financial Statements, except for yearthere are no off-end adjustmentsbalance sheet arrangements that would, tax accrualsindividually or in the aggregate, and have a Parent Material Adverse Effect. Parent has not had any disagreement with its independent public accounting firm that required disclosure in the omission of footnote disclosures required by GAAPParent SEC Reports. (b) The Company maintains There are no liabilities or obligations of Parent or the Parent Subsidiaries required to be included on a system balance sheet prepared under GAAP (whether or not known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified federal, state or been made aware of local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) any significant deficiency liabilities or material weakness obligations reflected or reserved against in the system of internal accounting controls utilized by the CompanyParent Financial Statements, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role current liabilities incurred in the preparation ordinary course of the Company Financial Statements or the internal accounting controls utilized by the Companybusiness since December 31, or 2016, (iii) any claim liabilities and obligations incurred under or allegation regarding any of in accordance with this Agreement or in connection with the foregoingtransactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

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

Financial Statements; Undisclosed Liabilities. (a) Copies ILG has delivered to Faraday the following financial statements, copies of which are attached hereto as Section 5.05(a) of the Disclosure Schedule (collectively, the “ILG Financial Statements”): (i) an audited consolidated balance sheetssheet of Interior Logic Group, Inc. as of December 31, 2016, and consolidated statements of income, income and retained earnings and consolidated statements of members’ equitycash flows for the year then-ended (the “ILG Audited Financial Statements”); (ii) an unaudited consolidated balance sheet of Interior Logic Group, Inc. as of December 31, 2017, and consolidated statements of income and retained earnings and consolidated statements of cash flows for the year then-ended, and (iii) an unaudited consolidated balance sheet of Interior Logic Group, Inc. as of February 28, 2018 (the “ILG Base Balance Sheet”), and an unaudited consolidated statement of income and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) statement of the Target Companies as shareholders’ equity of and Interior Logic Group, Inc. for the years two (2)-month period ended December 31February 28, 2020 and 2021 2018. (b) Subject to the “Annual Company absence of footnotes (that, if presented, would not differ materially from those presented with the applicable ILG Audited Financial Statements”)) and customary and normal year-end audit adjustments (none of which will, have been provided individually or in the aggregate, be material) with respect to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company ILG Financial Statements, the “Company ILG Financial Statements”) Statements have been provided to Purchaserprepared in accordance with past practice and in compliance with GAAP applied on a consistent basis in accordance with the past practice of ILG throughout the periods covered thereby and fairly present in all material respects the consolidated financial conditions and positions, results of operations, stockholders’ equity (where applicable) and cash flows of Interior Logic Group, Inc. at the dates and for the relevant periods indicated therein. The Company ILG Financial Statements are based on were derived from the books and records of the Target Companies, which books ILG and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practicesits Subsidiaries. The Company Financial Statements present fairly, in all material respects, the consolidated financial position Except as set forth on Section 5.05(b) of the Target Companies as of the dates thereof Disclosure Schedule, ILG and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system its Subsidiaries maintain systems of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are over financial reporting sufficient to provide reasonable assurance regarding assurances that transactions are recorded in conformity with the reliability Accounting Principles. Except as set forth on Section 5.05(b) of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified Disclosure Schedule, to ILG’s Knowledge, there are no significant deficiencies or been made aware of (i) any significant deficiency or material weakness weaknesses in the system design or operation of the systems of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management over financial reporting of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingILG and its Subsidiaries. (c) Except as set forth on Section 3.6(c5.05(c) of the Disclosure Schedule, ILG and its Subsidiaries have no liabilities of any kind, whether absolute or contingent, asserted or unasserted, known or unknown, liquidated or unliquidated, or due or to become due, other than (i) liabilities that are reflected, reserved for, or disclosed in the ILG Base Balance Sheet, (ii) liabilities incurred in the ordinary course of business since the date of the ILG Base Balance Sheet (none of which relates to breach of contract, breach of warranty, tort, infringement, violation of applicable Law or any Litigation), including liabilities under contracts not yet fully performed for which ILG or any of its Subsidiaries is not in breach, (iii) liabilities for transaction costs and expenses described in Section 9.07, or (iv) liabilities that are not in excess of $250,000 in the aggregate. (d) Section 5.05(d) of the Disclosure Schedule contains a truesets forth ILG’s Cash and Cash Equivalents, correct Indebtedness and complete list Net Working Capital, in each case as of the Contracts for all Indebtedness for borrowed money close of the Target Companies business on December 31, 2017, and (ii) ILG’s good faith estimate as of the date hereofof this Agreement of the Expenses of ISH, ILG and its Subsidiaries as of the Closing.

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

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

Financial Statements; Undisclosed Liabilities. (a) Copies MLP’s Annual Report on Form 10-K filed with the SEC on February 27, 2017 sets forth a true and complete copy of the consolidated audited consolidated balance sheets, consolidated statements of incomeoperations, consolidated statements of memberspartners’ equity, equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) for each of the Target Companies as of and for three years in the years period ended December 31, 2020 2016 and 2021 balance sheets as of December 31, 2016 and 2015 for MLP, including the notes thereto, and MLP’s Quarterly Report on Form 10-Q filed by MLP with the SEC on August 2, 2017 sets forth a true and complete copy of the consolidated unaudited statements of operations, partners’ equity and cash flows for the six month period ended June 30, 2017 and balance sheet as of June 30, 2017 for MLP (the referenced financial statements set forth in such Form 10-K and Form 10-Q of MLP are collectively referred to as the “Annual Company MLP Financial Statements”), . The MLP Financial Statements have been provided to Purchaser. Copies of prepared in accordance with GAAP applied on a consistent basis throughout the unaudited balance sheet, statement of operations, periods covered thereby (except as may be indicated in the notes thereto) and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct present fairly in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies MLP as of the such dates thereof and the consolidated results of operations and cash flows of the Target Companies MLP for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered therebyperiods, except as disclosed therein, andotherwise noted therein and subject, in the case of the Interim Company unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in audited financial statements. Except as set forth in the MLP Financial Statements, except for yearthere are no off-end adjustmentsbalance sheet arrangements that would, tax accrualsindividually or in the aggregate, and have an MLP Material Adverse Effect. MLP has not had any disagreement with its independent public accounting firm that required disclosure in the omission of footnote disclosures required by GAAPMLP SEC Reports. (b) The Company maintains There are no liabilities or obligations of MLP, MLP General Partner or the MLP Subsidiaries required to be included on a system balance sheet prepared under GAAP (whether or not known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified federal, state or been made aware of local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) any significant deficiency liabilities or material weakness obligations reflected or reserved against in the system of internal accounting controls utilized by the CompanyMLP Financial Statements, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role current liabilities incurred in the preparation ordinary course of the Company Financial Statements or the internal accounting controls utilized by the Companybusiness since December 31, or 2016, (iii) any claim liabilities and obligations incurred under or allegation regarding any of in accordance with this Agreement or in connection with the foregoingtransactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have an MLP Material Adverse Effect. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

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

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

Financial Statements; Undisclosed Liabilities. (a) Copies The Contributing Parties have made available to the Partnership Parties true, complete and correct copies of the audited consolidated annual balance sheets, consolidated statements sheet of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies White Cliffs Pipeline as of and for the years ended December 31, 2020 2011, and 2021 the related statements of income and cash flows for the year then ended, and the unaudited and unadjusted balance sheet of White Cliffs Pipeline for the nine-month period ended September 30, 2012 and the related statements of income and cash flows for the period then ended (collectively, the “Annual Company White Cliffs Pipeline Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the White Cliffs Pipeline Financial Statements (including any notes thereto) have been provided prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of White Cliffs Pipeline as of such dates and the results of operations of White Cliffs Pipeline for such periods (other than for changes in accounting principles disclosed therein and, with respect to Purchaser. Copies the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes). (b) The Contributing Parties have made available to the Partnership Parties true, complete and correct copies of the unaudited and unadjusted balance sheetsheet of SemCrude Pipeline for the nine-month period ended September 30, statement 2012 and the related statements of operations, income and statement of cash flows of each Target Company as of and for the five period then ended (5)-month period ended on May 31, 2022 (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company SemCrude Pipeline Financial Statements,” and, together with the Annual Company White Cliffs Pipeline Financial Statements, the “Company Financial Statements”) ). Except as set forth in Disclosure Schedule 3.5(b), the SemCrude Pipeline Financial Statements have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, prepared in accordance with GAAP consistently applied through on a consistent basis throughout the periods period covered thereby, except thereby and present fairly the financial condition of SemCrude Pipeline as of such date and the results of operations of SemCrude Pipeline for such period (other than for changes in accounting principles disclosed therein, and, in the case of the Interim Company Financial Statements, except therein and for normal and recurring year-end adjustments, tax accruals, adjustments and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability absence of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingfootnotes). (c) Section 3.6(cThere are no liabilities or obligations of SemCrude Pipeline or White Cliffs Pipeline (whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since September 30, 2012, (iii) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule contains 3.5(c) and (vii) other liabilities or obligations which, in the aggregate, would not have a trueMaterial Adverse Effect. Notwithstanding the foregoing, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofContributing Parties make no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.10.

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

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

Financial Statements; Undisclosed Liabilities. (a) Copies Complete copies of Target’s consolidated audited financial statements consisting of the audited consolidated balance sheetssheet of Target and the Target Subsidiaries as at December 31 in each of the years 2016, consolidated 2017 and 2018, and the related statements of incomeincome and retained earnings, consolidated statements of membersstockholders’ equity, equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and flow for the years then ended December 31, 2020 and 2021 (the “Annual Company Audited Financial Statements”), have been provided to Purchaser. Copies and unaudited financial statements consisting of the unaudited consolidated balance sheetsheet of Target and the Target Subsidiaries as at June 30, statement 2019 and the related statements of operationsincome and retained earnings, stockholders’ equity and statement of cash flows of each Target Company as of and flow for the five six-month period then ended (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, and together with the Annual Company Audited Financial Statements, the “Company Financial Statements”) have been provided delivered to PurchaserParent. The Company Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of Target and the Target CompaniesSubsidiaries, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position condition of Target and the Target Companies Subsidiaries as of the respective dates they were prepared and the results of the operations of Target and the Target Subsidiaries for the periods indicated. The consolidated balance sheet of Target and the Target Subsidiaries as of December 31, 2018 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date,” and the consolidated results balance sheet of operations Target and cash flows of the Target Companies for Subsidiaries as of June 30, 2019 is referred to herein as the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the “Interim Company Financial Statements, except for year-end adjustments, tax accruals, Balance Sheet” and the omission of footnote disclosures required by GAAP. (b) The Company date thereof as the “Interim Balance Sheet Date”. Target maintains a standard system of internal accounting controls established and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements administered in accordance with GAAP. The Company Target, and each Target Subsidiary, has not identified no liabilities, obligations or been made aware commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, except (ia) any significant deficiency those which are adequately reflected or material weakness reserved against in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management Balance Sheet as of the Company or any personnel who have a role Balance Sheet Date and in the preparation Interim Balance Sheet as of the Company Financial Statements Interim Balance Sheet Date, and (b) those which have been incurred in the Ordinary Course of Business consistent with past practice since the Balance Sheet Date or the internal accounting controls utilized by Interim Balance Sheet Date, as applicable, and which are not, individually or in the Companyaggregate, or (iii) any claim or allegation regarding any of the foregoing. material in amount and (c) Section 3.6(c) of the Disclosure Schedule contains a truePre-Closing Dividend Financing to be obtained, correct and complete list of the Contracts for all Indebtedness for borrowed money of Pre-Closing Dividend to be paid, prior to the Target Companies as of the date hereofClosing.

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

Financial Statements; Undisclosed Liabilities. (a) Copies Attached to Section 4.06 of the audited consolidated Company Disclosure Letter are copies of (i) the unaudited balance sheetssheet (the “Year-End Balance Sheet”) of the Company as of December 31, 2007 and the related unaudited consolidated statements of incomeoperations, consolidated statements of membersstockholders’ equity, equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years year then ended December 31, 2020 and 2021 (the “Annual Company Year-End Financial Statements”), have been provided to Purchaser. Copies of (ii) the unaudited balance sheetsheet of the Company as of January 31, statement 2008 and the related unaudited statements of operations, stockholders’ equity and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31one month then ended, 2022 (such date, together with the “Reference Balance Sheet Date”) (appropriate notes to such financial statements, statements (the “Interim Company Financial Statements,” and, together with the Annual Company Year-End Financial Statements, the “Company Financial Statements”) ). The Financial Statements have been provided to Purchaser. The Company prepared in conformity with GAAP (except that the unaudited Financial Statements are based on the books and records of the Target Companiesmay not contain all footnotes required by GAAP), which books and records are complete and correct in all material respects respects, and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements fairly present fairly, in all material respects, respects the consolidated financial position of the Target Companies as Company at the dates of the dates thereof balance sheets included therein and the consolidated results of its operations and cash flows of the Target Companies for the respective periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andindicated therein (subject, in the case of the Interim Company Financial Statements, except for to any adjustments described therein and customary year-end adjustments, tax accruals, ). The Financial Statements have been prepared in accordance with the books and records of the omission of footnote disclosures required by GAAPCompany. (b) The Company maintains a system has no Liabilities, except Liabilities (i) incurred in the ordinary and usual course of internal accounting controls business which are not required by GAAP to be disclosed in the Financial Statements, (ii) stated or adequately reserved against in the Financial Statements, (iii) incurred in the ordinary and procedures appropriate for its size usual course of business since January 31, 2008 and reflected on the industry in which it operates that are sufficient to provide reasonable assurance regarding financial books and records of the reliability of financial reporting and the preparation of their financial statements Company in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (iiiv) any fraud, whether or arising out of executory contracts not material, that involves currently in default (including the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the CompanySpecified Contracts), or (iiiv) any claim or allegation regarding any incurred in connection with the execution of the foregoingthis Agreement. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies Attached hereto as Exhibit D and incorporated by reference herein are copies of the audited consolidated certain unaudited balance sheets, consolidated statements Statements of income, consolidated statements Operations and Retained Earnings and Statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) Changes in Financial Position prepared by Escrow Agent as of the Target Companies as of dates and for the years ended December 31, 2020 and 2021 (periods ending on such dates as are stated thereon,(hereinafter collectively referred to as the “Annual Company "Financial Statements”"), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on in accordance with the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a are true, correct and complete list of and accurately present the Contracts for all Indebtedness for borrowed money of the Target Companies Company's financial position as of the date hereofdates set forth therein and the results of the Company's operations and changes in the Company's financial position for the periods then ended, all in conformity with generally accepted accounting principles applied on a consistent basis during each period and on a basis consistent with that of prior periods. Specifically, the Financial Statements are represented to be auditable and nothing contained in the Financial Statements or the information relied on to create said Statements would prevent an audit of the Company based on standards of the United States Securities and Exchange Commission; except (i) as disclosed in the Financial Statements and (ii) as disclosed in this Agreement. There are no claims, liabilities (of any nature or sort, whether absolute, accrued, unaccrued, liquidated, unliquidated, contingent or otherwise) or obligations not fully disclosed in the Company's Financial Statements. All prepaid items set forth in the Company's Financial Statements have been properly accrued.

Financial Statements; Undisclosed Liabilities. (a) Copies Absence of the audited consolidated balance sheets, consolidated statements Certain ----------------------------------------------------------------- Changes or Events. Insight has delivered to AT&T complete and correct copies of income, consolidated statements ----------------- an unaudited statement of members’ equity, assets and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies liabilities for each Insight System as of March 31, 2000 and an unaudited income and expense summary statement for each Insight System for the years year ended December 31, 2020 1999 and 2021 the three-month period ended March 31, 2000 (with the following exceptions: (i) for the Scottsburg, Indiana Insight System, the 1999 income and expense summary statement is for the period commencing on March 22, 1999 (the “Annual Company date of acquisition) and ending December 31, 1999, (ii) for the Portland, Indiana Insight System, the 1999 income and expense summary statement is for the period commencing on March 31, 1999 (the date of acquisition) and ending December 31,1999, and (iii) there are no financial statements for the Campbellsburg and Medora, Indiana Insight Systems (approximately 700 subscribers)), including all notes and schedules thereto, if any (all of such financial statements and notes being hereinafter referred to as "Insight's Financial Statements”"), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Insight's Financial Statements are based on in accordance with the books and records of the Target CompaniesInsight or Insight Central Ohio, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairlyas applicable, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, were prepared in accordance with GAAP consistently applied through on a consistent basis throughout the periods covered thereby, and, except as disclosed may be described therein, and, in present fairly the case financial condition of the Interim Company Financial StatementsInsight Systems at the dates and for the periods indicated, except for subject only to standard year-end adjustments, tax accruals, adjustments and the omission of footnote disclosures footnotes. The unaudited statements of assets and liabilities of the Insight Systems as of March 31, 2000 are herein called the "Insight Balance Sheets." At the date of the Insight Balance Sheets, neither Insight with respect to the Insight Systems, nor Insight Central Ohio had any material liabilities required by GAAP. GAAP to be reflected or reserved against therein that were not fully reflected or reserved against on the Insight Balance Sheets, other than liabilities as set forth on Schedule 5.10. Except as set forth on Schedule 5.10, since the date of the Insight Balance Sheets through the date of this Agreement: (bx) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company neither Insight nor Insight Central Ohio has not identified incurred any obligation or been made aware of liability (i) any significant deficiency contingent or material weakness otherwise), except normal trade or business obligations incurred in the system ordinary course of internal accounting controls utilized by business, the Companyperformance of which will not, to Insight's Knowledge, individually or in the aggregate, have a material adverse effect on the financial condition of Insight or Insight Central Ohio or the results of operations of Insight's Cable Business; (iiy) there has been no material adverse change in the Insight Assets comprising any fraudInsight System, whether the Central Ohio Common Interests or not materialin the business, that involves the management condition, financial or otherwise, or liabilities of the Company Insight's Cable Business or any personnel who have Insight System and, to Insight's Knowledge, no fact or condition exists or is contemplated or threatened which would result in such a role change in the preparation future; and (z) Insight's Cable Business has been conducted only in the ordinary course of business consistent with past practice. For the Company Financial Statements purpose of this Agreement, the impact of general economic conditions (including changes in capital and financial markets), governmental legislation and regulations and other events which affect the cable industry as a whole in the States of Georgia, Illinois, Indiana or Ohio or the internal accounting controls utilized by United States, shall not be considered in determining whether there has been a material adverse change in the Companybusiness, condition, financial or otherwise or liabilities of Insight's Cable Business or any Insight System or the Insight Assets. Except as disclosed on Schedule 5.10, Holdings (iiiCentral Ohio) does not have any claim or allegation regarding any of the foregoingliabilities. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

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

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

Financial Statements; Undisclosed Liabilities. (a) Copies Set forth on Schedule 4.6(a) is a Financial Due Diligence Report (the “Financial Report”), part I of which contains a consolidated quality of revenue and earnings analysis, consolidated adjusted working capital analysis and presentations of unaudited consolidated balance sheets of the audited consolidated balance sheetsCompanies as of the fiscal years ended December 31, 2016, 2017 and 2018 and the related pro forma consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the fiscal years ended December 31, 2020 2016, 2017 and 2021 2018, and part II of which contains updates for each of the foregoing items for the twelve month period ended June 30, 2019 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such collectively, the “Financial Statements”). The Companies do not maintain consolidated audited financial statements, and the “Interim Company Financial Statements,” andReport is not an audit, together with review, or compilation prepared by an independent accountant. (b) Subject to the Annual Company disclosures and limitations included in the Financial StatementsReport, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on upon the books and records of the Target Companies, which books Companies and records are complete their respective Subsidiaries and correct present fairly in all material respects the financial position and have been regularly kept results of operations of each Company and maintained Subsidiary thereof at the respective dates and for the respective periods indicated in accordance with the Company’s normal and customary practicesAccounting Principles. The Company STRG Financial Statements present fairly, in all material respects, the consolidated financial position (i) give a true and fair view of the Target Companies as state of affairs of STRG and its Subsidiaries and of the dates thereof profit or loss of STRG and the consolidated results of operations and cash flows of the Target Companies its Subsidiaries for the periods covered by such statementsperiod ended December 31, 2018, (ii) have been prepared in accordance with GAAP consistently applied through United Kingdom Generally Accepted Accounting Practice and (iii) have been prepared in accordance with the periods covered thereby, except as disclosed therein, and, in the case requirements of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPCompanies ▇▇▇ ▇▇▇▇. (bc) The Company maintains Companies and their respective Subsidiaries do not have any liability or obligation (whether accrued, absolute, contingent, unliquidated or otherwise) other than: (i) liabilities reflected, reserved against or otherwise disclosed in the Financial Statements (including any notes thereto), (ii) accrued liabilities and obligations that have arisen after the Balance Sheet Date in the Ordinary Course of Business and which are not material to the Companies and their respective Subsidiaries, taken as a system whole, and (iii) other liabilities that would not, individually or in the aggregate, reasonably be expected to be material to the Companies and their respective Subsidiaries, taken as a whole. (a) The Companies have in place appropriate systems and processes (including the maintenance of internal accounting controls proper books and procedures appropriate for its size and the industry in which it operates that are sufficient records) designed to (i) provide reasonable assurance assurances regarding the reliability of the Financial Statements and (ii) in a timely manner accumulate and communicate to each of the Company's principal executive officer and principal financial reporting officer the type of information that would be required to be disclosed in the Financial Statements (such systems and processes being herein referred to as the preparation “Financial Controls”). None of the Companies, their respective officers nor, to the Sellers’ Knowledge, Sellers’ and Companies’ financial statements in accordance with GAAP. The Company has not advisors, have identified or been made aware of (i) any significant deficiency complaint, allegation, deficiency, assertion or material weakness claim, whether written or oral, regarding the Financial Controls or the Financial Statements that has not been resolved or identified in the system Financial Report. To the Sellers’ Knowledge, there have been no instances of internal accounting controls utilized fraud or intentional misrepresentation by the Company, (ii) any fraudemployee, whether or not material, that involves the management of the Company or occurred during any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized period covered by the Company, or (iii) any claim or allegation regarding any of the foregoingFinancial Statements. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. Seller has delivered to Buyer (ai) Copies of the audited unaudited consolidated balance sheets, consolidated statements sheet of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies Property Owner or Predecessor Property Owners as of and for the years ended December 31, 2020 2015 and 2021 the related unaudited consolidated income statement of Property Owner or Predecessor Property Owners as of December 31, 2015, (ii) the unaudited consolidated balance sheet of Property Owner or Predecessor Property Owners as of December 31, 2014 and the related unaudited consolidated income statement of Property Owner or Predecessor Property Owners as of December 31, 2014 and (iii) the unaudited interim consolidated balance sheet of Property Owner or Predecessor Property Owners as of the six (6) months ended June 30, 2016 and the related unaudited interim consolidated income statement of Property Owner or Predecessor Property Owners as of the six (6) months ended June 30, 2016 (collectively, the “Annual Company Financial Statements”). The Financial Statements are true and complete in all material respects for the periods therein indicated. The Financial Statements present fairly the financial condition of Holding Company, have been provided to Purchaser. Copies Predecessor Holding Companies, Property Owner and Predecessor Property Owners as of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of times and for the five (5)-month period ended on May 31periods referred to therein in all material respects, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) and have been provided to Purchaser. The Company Financial Statements are based on prepared in accordance with the books and records of the Target Holding Company, Predecessor Holding Companies, which books Property Owner and records Predecessor Property Owners (which, in turn, are true and complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, ). The Financial Statements fairly present the consolidated financial position condition and results of the Target Companies operation and cash flow of Property Owner or Predecessor Property Owners as of the respective dates thereof of and the consolidated results of operations and cash flows of the Target Companies for the periods covered by referred to in such statementsFinancial Statements in all material respects. Except for the unaudited interim consolidated balance sheet of Holding Company, Predecessor Holding Companies, Property Owner and Predecessor Property Owners as of the six (6) months ended June 30, 2016 and the related unaudited interim consolidated income statement of Holding Company, Predecessor Holding Companies, Property Owner and Predecessor Property Owners as of the six (6) months ended June 30, 2016, the Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles in the United States, consistently applied through throughout the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPindicated thereon. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

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

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

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

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

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

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

Financial Statements; Undisclosed Liabilities. (a) Copies of the The audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) and unaudited consolidated interim financial statements of the Target Companies as of and for Company included in the years ended December 31Company SEC Documents fairly present, 2020 and 2021 in conformity with generally accepted accounting principles (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet DateGAAP”) applied on a consistent basis (such financial statements, except as may be indicated in the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respectsnotes thereto), the consolidated financial position of the Target Companies Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andthen ended (subject, in the case of interim financial statements, to the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the condensation or omission of certain information and footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and as permitted under the industry in which it operates that Exchange Act). There are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified no liabilities or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management obligations of the Company or any personnel who have a role of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations disclosed and provided for in the preparation of financial statements included in the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of SEC Documents filed prior to the date hereofhereof or as otherwise fairly disclosed in the Company SEC Documents filed prior to the date hereof (excluding, in each case, any disclosures set forth in any risk factor section, in any section relating to forward-looking statements and any other disclosures included therein, in each case to the extent that they are cautionary, predictive or forward- looking in nature (such disclosures, collectively, the “Cautionary Disclosures”)), liabilities incurred in the ordinary course of business since January 31, 2008 and liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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

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

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes Attached to consolidated financial statements (together with any supplementary information theretoSection 3.6(a) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies Disclosure Schedule is a correct copy of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to PurchaserAcquired Business Financials. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained Acquired Business Financials were prepared in accordance with the Company’s normal Parent Accounting Principles and customary practices. The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position condition and results of operations of the Target Companies Acquired Business, as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for or the periods covered by such statementsthen ended, in accordance with GAAP consistently applied through each case on the periods covered thereby, except as disclosed basis described therein, and, in the case of the Interim Company Financial Statements, except for subject to normal year-end adjustments, tax accruals, adjustments and the omission of footnote disclosures footnotes. A copy of the Parent Accounting Principles has been made available to Purchaser. Set forth in Section 3.6(a) of the Company Disclosure Schedule are the exceptions (exclusive of monetary reconciliations) which represent the exceptions from GAAP used by the Company in the preparation of the Acquired Business Financials as derived from the audited financial statements of the Company Group. (b) Since December 31, 2010, there have been no changes in any accounting controls, policies, principles, methods or practices, including any changes with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of any Acquired Company or, to the extent related to the Acquired Business, any other member of the Company Group, except as required by GAAP. (bc) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The No Acquired Company has not identified any material liability or been made aware obligation of any kind (fixed or otherwise, due or to become due), other than (i) any significant deficiency liabilities or material weakness in obligations to the system extent related to or arising out of internal accounting controls utilized by the CompanyDiscontinued Business or Deferred Items pursuant to the Asset and Liability Allocation Agreement, (ii) any fraudliabilities or obligations reflected, whether reserved against or not material, that involves the management of the Company or any personnel who have a role otherwise disclosed in the preparation of the Company Financial Statements or the internal accounting controls utilized by the CompanyBalance Sheet, or (iii) any claim liabilities or allegation regarding any obligations incurred in the ordinary course of business substantially consistent with past practice since June 30, 2011, (iv) liabilities and obligations under Contracts disclosed in the foregoing. (c) Section 3.6(c) of the Company Disclosure Schedule contains a true, correct and complete list (v) liabilities and obligations under this Agreement or the Ancillary Agreements or with respect to Transaction Expenses taken into account in the calculation of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofClosing Net Working Capital.

Financial Statements; Undisclosed Liabilities. (a) Copies Attached as Schedule 5.6(a) are true, correct and complete copies of the following financial statements of the Company (the “Financial Statements”): (i) the audited consolidated balance sheetssheets of the Company and the Subsidiary as of December 31, 2012 and 2013 and the related audited consolidated statements of income, stockholder’s equity and cash flows for the years then ended, together with all related footnotes and schedules thereto, and (ii) the unaudited consolidated balance sheet of the Company and the Subsidiary as of December 31, 2014 and the related unaudited consolidated statements of members’ equityincome, stockholder’s equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years twelve months then ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided Reference Balance Sheet,” and the date of such balance sheet being referred to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company herein as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) ). The Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial StatementsGAAP”) have been provided to Purchaser. The Company Financial Statements are based applied on a consistent basis throughout the books and records of the Target Companiesperiods covered thereby, which books and records are complete and correct fairly present in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairlyfinancial condition, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Company and the Subsidiary as of the respective dates thereof and for the periods covered referred to therein and, as applicable, are consistent with the books and records of the Company and the Subsidiary; provided, however, that the Financial Statements referred to in clause (ii) above (A) do not include the footnotes required by such statementsGAAP, and (B) are subject to normal recurring year-end adjustments which, to the Company’s knowledge and without giving effect to the transactions contemplated hereby, are not expected to be, individually or in the aggregate, material. (b) Attached as Schedule 5.6(b) are true, correct and complete copies of the following financial statements of Utah Holding (the “Utah Financial Statements”): the unaudited balance sheets of Utah Holding as of December 31, 2012, 2013, and 2014 and the related unaudited statements of income. The Utah Financial Statements have been prepared in accordance with GAAP consistently applied through on a consistent basis throughout the periods covered thereby, except fairly present in all material respects the financial condition and results of operations of Utah Holding as disclosed therein, of the respective dates thereof and for the periods referred to therein and, in as applicable, are consistent with the case books and records of Utah Holding; provided, however, that the Interim Company Utah Financial StatementsStatements (A) do not include the footnotes required by GAAP, except for and (B) are subject to normal recurring year-end adjustmentsadjustments which, tax accrualsto the Company’s knowledge and without giving effect to the transactions contemplated hereby, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient not expected to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified be, individually or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Companyaggregate, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c) Section 3.6(cAttached as Schedule 5.6(c) of the Disclosure Schedule contains a are true, correct and complete list copies of the Contracts for following financial statements of Utah Intermediate (the “Utah Intermediate Financial Statements”): the unaudited balance sheets of Utah Intermediate as of December 31, 2012, 2013, and 2014 and the related unaudited consolidated statements of income. The Utah Intermediate Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, fairly present in all Indebtedness for borrowed money material respects the financial condition and results of operations of Utah Intermediate as of the Target Companies respective dates thereof and for the periods referred to therein and, as applicable, are consistent with the books and records of Utah Intermediate and Utah France; provided, however, that the Utah Intermediate Financial Statements (A) do not include the footnotes required by GAAP, and (B) are subject to normal recurring year-end adjustments which, to the Company’s knowledge and without giving effect to the transactions contemplated hereby, are not expected to be, individually or in the aggregate, material. (d) No Company Group Member has any liabilities or obligations of any nature (whether known or unknown, whether absolute or contingent, whether determined or determinable, whether liquidated or unliquidated and whether due or to become due or otherwise), except for (i) liabilities and obligations reflected or reserved against on the Reference Balance Sheet, (ii) contractual liabilities or obligations incurred in the Ordinary Course of Business which are not required by GAAP (applied in accordance with the accounting principles, policies and procedures of the Company applied in preparing the Reference Balance Sheet) to be reflected on a balance sheet and which, as of the date hereof, are not in the aggregate material, (iii) liabilities or obligations as contemplated by this Agreement or otherwise in connection with the transactions contemplated hereby, (iv) liabilities or obligations which have been incurred in the Ordinary Course of Business since the Reference Balance Sheet Date, and which, as of the date hereof, are not, in the aggregate, material or (v) liabilities which, individually, do not exceed $25,000 and in the aggregate do not exceed $75,000. (e) No Company Group Member 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 the Company or the Subsidiary, on the one hand, and any Affiliate of the Company or the Subsidiary, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, and any “off balance sheet arrangements” (as that term is defined in Item 303(a) of Regulation S‑K under the Exchange Act)). (f) Utah Holding’s only assets are direct or indirect ownership of shares of capital stock of Utah Intermediate, the Company, Utah France and the Subsidiary and the assets set forth on the Utah Balance Sheet dated December 31, 2014. Utah Holdings has no liabilities other than the liabilities as set forth on the Utah Balance Sheet dated December 31, 2014. (g) Except for its ownership of the capital stock of Utah Intermediate and activity related thereto, Utah Holding (i) has not, since the date of its incorporation, carried on any business or conducted any operations and (ii) is not party to or otherwise bound by any contract, other than agreements and other documents governing each Seller’s interests in Utah Holding. (h) Utah Intermediate’s only assets are direct or indirect ownership of shares of capital stock of the Company, Utah France and the Subsidiary and the assets set forth on the Utah Intermediate Balance Sheet dated December 31, 2014. Utah Intermediate has no liabilities other than the liabilities set forth on the Utah Intermediate Balance Sheet dated December 31, 2014. (i) Except for its ownership of the capital stock of the Company and Utah France and activity related thereto, Utah Intermediate (i) has not, since the date of its incorporation, carried on any business or conducted any operations and (ii) is not party to or otherwise bound by any contract, other than agreements and other documents governing Utah Holding’s ownership of the capital stock in Utah Intermediate. (j) For purposes of this Section 5.6, the term “Company” shall include Utah France.

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

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has previously provided Parent with, or Parent has otherwise obtained, true and complete copies of the audited consolidated balance sheets, consolidated sheets and related statements of income, consolidated statements of members’ equity, operations and consolidated statements of cash flows for the Company and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies Subsidiaries as of and for the fiscal years ended December 31, 2020 1996 and 2021 1997 (collectively, the “Annual Company "1996 and 1997 Financial Statements”"). At least five (5) days prior to the Closing Date, have been provided the Company shall deliver to Purchaser. Copies Parent (i) the audited balance sheets and related statements of the unaudited balance sheet, statement of operations, operations and statement of cash flows of each Target for the Company and the Subsidiaries as of and for the five for fiscal year ended December 31, 1998 and the six (5)-month 6) month period ended on May 31June 30, 2022 1999 (such datecollectively, the “Reference Balance Sheet Date”"1998 and 1999 Financial Statements") and (such ii) unaudited balance sheets and related statements of operations and cash flows for the Company and the Subsidiaries as of and for the quarter ended September 30, 1999 (the "Interim Financial Statements"). All of the foregoing audited financial statementsstatements are collectively referred to as the "Financial Statements" and, the “Interim Company Financial Statements,” andJune 30, together with 1999 audited balance sheet is referred to herein as the Annual Company Financial Statements, "Latest Audited Balance Sheet." (b) Each of the “Company Financial Statements”) have been provided to Purchaser. The Company 1996 and 1997 Financial Statements are (i) has been prepared based on the books and records of the Target Companies, which books Company and records are complete and correct in all material respects and have been regularly kept and maintained the Subsidiaries in accordance with GAAP and the Company’s 's normal accounting practices, consistent with past practice and customary practices. The Company Financial Statements with each other, and present fairlyfairly the financial condition, in all material respects, the consolidated financial position results of operations of the Target Companies Company as of the dates thereof indicated or for the periods indicated; (ii) contains and reflects all necessary adjustments, accruals, provisions and allowances for a fair presentation of its financial condition and the consolidated results of its operations and cash flows of the Target Companies for the periods covered by such statements1996 and 1997 Financial Statements; (iii) to the extent applicable, contains and reflects, if and to the extent required by GAAP, adequate provisions for all reasonably anticipated liabilities for all Taxes with respect to the periods then ended and all prior periods; and (iv) with respect to contracts and commitments for the sale of goods or the provision of services by the Company, contains and reflects, if and to the extent required by GAAP, adequate reserves for all reasonably anticipated losses and costs and expenses in excess of expected receipts. (c) The 1998 and 1999 Financial Statements and the Interim Financial Statements (i) will be prepared based on the books and records of the Company and the Subsidiaries in accordance with GAAP consistently applied through and the Company's normal accounting practices, consistent with past practice and with each other, and will present fairly the financial condition, results of operations of the Company as of the dates indicated or for the periods indicated; (ii) will contain and reflect all necessary adjustments, accruals, provisions and allowances for a fair presentation of its financial condition and the results of its operations for the periods covered thereby, except as disclosed therein, and, in by the case of 1998 and 1999 Financial Statements and the Interim Company Financial Statements; (iii) to the extent applicable, except for year-end adjustmentswill contain and reflect, tax accruals, if and to the omission of footnote disclosures extent required by GAAP. , adequate provisions for all reasonably anticipated liabilities for all Taxes with respect to the periods then ended and all prior periods; and (biv) The Company maintains a system with respect to contracts and commitments for the sale of internal accounting controls and procedures appropriate for its size and goods or the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability provision of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized services by the Company, will contain and reflect, if and to the extent required by GAAP, adequate reserves for all reasonably anticipated losses and costs and expenses in excess of expected receipts. (iid) any fraud, whether or not material, that involves the management There are no Liabilities of the Company or any personnel who have a role in Subsidiary including Liabilities which may become known or which arise only after the preparation Closing and which result from acts, omissions or occurrences of the Company Financial Statements or any Subsidiary prior to the internal accounting controls utilized Closing other than: (i) Liabilities and obligations which are fully reflected or reserved for in the Latest Audited Balance Sheet; (ii) Liabilities for express executory obligations to be performed after the Closing (other than any express executory obligations that might arise due to any default or other failure of performance by the Company, Company or any Subsidiary prior to the Closing Date) under the Scheduled Contracts (as defined below); (iii) Liabilities incurred by the Company or any claim Subsidiary in the ordinary course of business since the Latest Audited Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or allegation regarding was caused by any breach of the foregoing. contract, breach of warranty, tort, infringement, or violation of Applicable Law); and (civ) Section 3.6(c) of Liabilities disclosed on the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofSchedule.

Financial Statements; Undisclosed Liabilities. Exhibit 2.1 (a) Copies of the The audited consolidated balance sheetssheets of Blackwater Midstream and its subsidiaries as of March 31, 2012 and Blackwater and its subsidiaries as of March 31, 2013, and the related consolidated statements of income, consolidated statements of members’ equity, shareholder’s equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and flow for the years periods then ended December 31and the notes thereto (collectively, 2020 and 2021 (the “Annual Company Audited Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheetall certified by MaloneBailey LLP (i) are included on Blackwater Disclosure Schedule 4.6(a), statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”ii) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, were prepared in accordance with GAAP consistently applied through throughout the periods covered therebypresented and (iii) present fairly in all material respects the financial position and the results of operations of Blackwater Midstream and its subsidiaries and Blackwater and its subsidiaries, except respectively, as disclosed therein, and, in the case of the Interim Company Financial Statements, except dates and for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPperiods indicated therein. (b) The Company maintains Blackwater Disclosure Schedule 4.6(b) sets forth a system true and complete copy of internal accounting controls and procedures appropriate for its size the unaudited balance sheet as of September 30, 2013 and the industry related statement of income for Blackwater (the “Blackwater Financial Statements”). The Blackwater Financial Statements present fairly in which it operates that are sufficient to provide reasonable assurance regarding all material respects the reliability financial position of financial reporting and Blackwater as of the preparation of their financial statements date thereof. The Blackwater Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented, except that the Blackwater Financial Statements do not include any notes. Except as required by GAAP. The Company has not identified , or been made aware of (i) any significant deficiency or material weakness as disclosed in the system Blackwater Financial Statements, there were no changes in the method of internal application of Blackwater’s accounting controls utilized by policies or changes in the Company, (ii) any fraud, whether or not material, that involves the management method of the Company or any personnel who have a role applying Blackwater’s use of estimates in the preparation of the Company Blackwater Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingas compared with past practice. (c) Section 3.6(cThere are no liabilities or obligations of any Blackwater Entity of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations reflected or reserved against in the Blackwater Financial Statements or the Audited Financial Statements, (ii) current liabilities incurred in the ordinary course of business since September 30, 2013, and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to have a Blackwater Material Adverse Effect. (d) Blackwater Disclosure Schedule contains 4.6(d) sets forth a true, correct true and complete list of the Contracts for individual components (indicating the amount and to whom the Indebtedness is owed) of all Indebtedness for borrowed money outstanding with respect to the Blackwater Entities, other than unsecured trade payables incurred in the ordinary course of the Target Companies as of the date hereofbusiness.

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

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

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has heretofore furnished to Purchaser (i) its consolidated balance sheets and statements of operations and cash flows as of and for the fiscal years ended December 31, 1993, 1994 and 1995 audited by and accompanied by the unqualified opinion of, in the case of the audited 1995 statements, Ernst & Young L.L.P. and, in the case of the 1993 and 1994 statements, ▇▇▇▇▇ ▇▇▇▇▇▇▇, independent public accountants and (ii) the consolidated balance sheets, consolidated sheets and statements of income, consolidated statements of members’ equity, operations and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Acquired Companies as of and for the fiscal years ended December 31, 2020 1994 and 2021 1995, audited by and accompanied by the unqualified opinion of Coopers & ▇▇▇▇▇▇▇, independent public accountants (the “Annual Company financial statements referred to in clauses (i) and (ii) above, collectively, the "Financial Statements”"), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained present fairly in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respectsGAAP, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Company and its Consolidated Subsidiaries or the consolidated financial position and the consolidated results of operations and cash flows of the Acquired Companies, as applicable, as of such dates and for such periods. Except as disclosed on Schedule 4.2(a), the periods covered by such statementsbalance sheets and the notes thereto included in the Financial Statements disclose all material liabilities, actual or contingent, of the Company and its Consolidated Subsidiaries or, to the knowledge of the Company, of the Acquired Companies, as applicable, as of the dates thereof. The Financial Statements were prepared in accordance with GAAP consistently applied through on a consistent basis during the periods covered thereby, involved (except as disclosed therein, and, may be indicated in the case notes thereto). The Financial Statements are consistent in all material respects with the information included in the Confidential Information Memorandum. Attached hereto as Schedule 4.2(b) are earnings projections of the Interim Company Financial Statementsfor the period beginning on January 1, except for year-end adjustments1996 through December 31, tax accruals2001, together with a written statement of the assumptions underlying them. Such earnings projections have been prepared in good faith based on estimates and assumptions believed by the omission Company to be reasonable as of footnote disclosures required by GAAPthe date such projections were prepared. (b) The Company maintains has heretofore delivered to Purchaser its unaudited consolidated balance sheet as of the Closing Date, prepared on a system pro forma basis after giving effect to the Acquisition. Such pro forma balance sheet has been prepared in good faith by the Company, based on the assumptions used to prepare the pro forma financial information contained in the Confidential Information Memorandum (which assumptions are believed by the Company on the date hereof and on the Closing Date to be reasonable), is based on the best information available to the Company as of internal accounting controls the date of delivery thereof, accurately reflects all material adjustments required to be made to give effect to the Acquisition and procedures appropriate for presents fairly on a pro forma basis the estimated consolidated financial position of the Company and its size and Consolidated Subsidiaries as of December 31, 1995, assuring that the industry in which it operates Acquisition had actually occurred on that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAPdate. The Company has not identified or been made aware of (i) no reason to believe that such pro forma balance sheet is misleading in any significant deficiency or material weakness respect in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management light of the Company or any personnel who have a role in circumstances existing at the time of the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingthereof. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

Financial Statements; Undisclosed Liabilities. (a) Copies of Attached as Section 3.7 to the Company Disclosure Schedule are (i) the audited consolidated balance sheetssheet and statements of comprehensive income, consolidated cash flows and changes in equity of DNS Korea as of and for the nine-month period ended December 31, 2015, together with the auditor’s report thereon (the “DNS Korea Financial Statements”) and (ii) the unaudited balance sheets and statements of income, consolidated statements of membersstockholders’ equity, equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies Company as of and for the years ended December 31, 2020 2015 and 2021 2014 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company DNS Korea Financial StatementsStatements and the financial statements to be delivered to Parent pursuant to Section 5.15, the “Company Financial Statements”) ). The DNS Korea Financial Statements have been provided to Purchaserprepared, or will be prepared, in accordance with IFRS applied (except as may be indicated in the notes thereto) on a consistent basis throughout the period indicated (except as may be indicated in the notes thereto), and present fairly the consolidated financial position, results of operations and cash flows of DNS Korea as of the date thereof and for the period indicated therein. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained prepared, or will be prepared, in accordance with GAAP applied on a consistent basis throughout the Company’s normal periods indicated (except for the absence of notes thereto), and customary practices. The Company Financial Statements present fairlyfairly the financial position, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Company as of the respective dates thereof and for the respective periods covered by such statementsindicated therein. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, applicable legal and the omission of footnote disclosures required by GAAPaccounting requirements. (b) The Except as and to the extent set forth on the most recent balance sheet included in the Company maintains Financial Statements, the Company and its Subsidiaries have no Liabilities of a system type required to be reflected or reserved for on a consolidated balance sheet of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements Company prepared in accordance with GAAP. The Company has not identified or been made aware of , except (i) any significant deficiency or material weakness Liabilities that have arisen after the date of the Financial Statements in the system ordinary course of internal accounting controls utilized by the Companybusiness, (ii) any fraud, whether or not material, that involves the management Liabilities disclosed on Section 3.7(b) of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or Disclosure Schedule and (iii) any claim Liabilities arising out of or allegation regarding any of in connection with this Agreement, the foregoingMerger or the transactions contemplated hereby. (c) At the Effective Time, the Company or one of its wholly owned subsidiaries will have Net Cash of ₩13 Billion. Except as set forth in Section 3.6(c3.7(c) of the Company Disclosure Schedule contains a trueSchedule, correct the Company and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofits subsidiaries do not have any Funded Debt.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has made available to Parent true, correct and complete copies of (i) the unaudited consolidated balance sheet, as of October 31, 2014 of the Company and its Subsidiaries (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the ten-month period ended October 31, 2014 (collectively, the “Latest Financial Statements”) and (ii) the audited consolidated balance sheets, as of December 31, 2012 and 2013 of the Company and its Subsidiaries and the related audited consolidated statements of income, consolidated statements of members’ equity, income and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as Company for each of and for the years ended December 31, 2020 2012 and 2021 2013 (collectively, the “Annual Company Financial Statements”), . The Latest Financial Statements and the Annual Financial Statements have been provided to Purchaser. Copies of prepared in accordance with GAAP applied on a consistent basis during the unaudited balance sheet, statement of operations, periods involved (except as may be indicated in the notes thereto) and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct fairly present in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies Company as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies Company for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed referred to therein, and, subject in the case of the Interim Company Financial Statements, except for any unaudited interim financial statements to normal year-end adjustments, tax accruals, adjustments and the omission absence of footnote disclosures required by GAAPnotes. (b) The Company maintains and its Subsidiaries maintain a system of internal accounting controls and procedures appropriate for its size and sufficient, in the industry in which it operates that are sufficient judgment of the Company, to provide reasonable assurance regarding the reliability 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 reporting 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 preparation recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Except as and to the extent reflected in the Latest Balance Sheet, the Company and its Subsidiaries have no Liabilities of their financial statements a type required to be reflected or reserved for on a consolidated balance sheet of the Company prepared in accordance with GAAP. The Company has not identified or been made aware of , except (i) any significant deficiency or material weakness Liabilities incurred in the system ordinary course of internal accounting controls utilized by business and not required to be set forth in the CompanyLatest Balance Sheet, (ii) Liabilities that have arisen after the date of the Latest Balance Sheet in the ordinary course of business, consistent with past practice, (iii) Liabilities disclosed on Section 3.9(c) of the Company Disclosure Schedule, (iv) Liabilities arising out of or in connection with this Agreement, the Merger or the transactions contemplated hereby, (v) Liabilities included in the computation of the Post-Closing Adjustment, or (vi) Liabilities incurred in the ordinary course of business that are not in excess of the materiality level established for the most recent Annual Financial Statements by the Company’s independent accountant. (d) There is no outstanding indebtedness payable by any fraud, whether director or not material, that involves the management officer of the Company or any personnel who have a role in the preparation of its Subsidiaries to the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingits Subsidiaries. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereof.

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

Financial Statements; Undisclosed Liabilities. (a) Copies of Holdings has delivered to Purchaser the following financial statements (the “Financial Statements”): (i) an audited consolidated balance sheetssheet of the Company Entities as of December 28, 2003 and January 2, 2005, and the related statements of income, changes in stockholders’ equity and cash flow for the fiscal year then ended, together with the report thereon of Ernst & Young LLP, Holdings’ independent certified public accountants (including the notes thereto) (the “Audited Financial Statements”), (ii) an unaudited consolidated balance sheet of the Company Entities as of November 27, 2005 and related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows of the Company Entities (the “Interim Reports”) for the eleven-month period then ended (the “Interim Report Date”) and (iii) an unaudited consolidated balance sheet of the Company Entities as of January 1, 2006 and related unaudited consolidated statements of membersincome, changes in stockholders’ equity, equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies Company Entities for the fiscal year then ended. The Financial Statements present fairly in all material respects the financial condition and the results of operations, changes in stockholders’ equity and cash flow of the Company Entities as of at the respective dates of, and for the years ended December 31periods referred to in, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) all of which have been provided prepared in accordance with GAAP (except as set forth on Schedule 4.5(a)(i) with respect to Purchaser. The Company Financial Statements are based on the Interim Reports), applied consistently through the periods involved and have been derived from the books and records of the Target CompaniesCompany Entities. When delivered, which books the Fiscal 2005 Audited Financial Statements and records are complete and correct the Interim 2006 Financials will present fairly in all material respects the financial condition and the results of operations, changes in stockholders’ equity and cash flow of the Company Entities as at the date of, and for the period referred to in, such Fiscal 2005 Audited Financial Statements and the Interim 2006 Financial Statements, all of which will have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, prepared in accordance with GAAP consistently applied through the periods covered thereby, (except as disclosed thereinset forth on Schedule 4.5(a)(i) with respect to the Interim Reports), and, in applied consistently with the case Audited Financial Statements and have been derived from the books and records of the Interim Company Financial StatementsEntities. Schedule 4.5(a)(ii) sets forth a description of certain accounting policies and practices of the Company Entities, except for year-end adjustmentsincluding without limitation, tax accrualstrade promotions, slotting allowances and the omission of footnote disclosures required by GAAPconsumer marketing. (b) The None of the Company maintains Entities has any liabilities or obligations (including contingencies) of a system type which are required to be set forth on the face of internal accounting controls and procedures appropriate for its size and a balance sheet or in the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements notes thereto, in accordance with GAAP. The Company has not identified , except for liabilities or been made aware of obligations (i) any significant deficiency or material weakness incurred in the system ordinary course of internal accounting controls utilized by the Companybusiness since November 27, 2005, (ii) any fraudreflected on, whether accrued or not material, that involves reserved against on the management face of the Company or any personnel who have a role balance sheet contained in the preparation of Interim Reports or the Company Financial Statements or in the internal accounting controls utilized by notes to the Company, Financial Statements or (iii) any claim or allegation regarding any as set forth on Schedule 4.5(b). Except as disclosed on Schedule 4.5(b), none of the foregoingCompany Entities is obligated for any off-balance sheet Indebtedness, letters of credit, synthetic leases, derivative contracts or guarantees. (c) Section 3.6(cSchedule 4.5(c) sets forth, as of January 29, 2006, the amount of all (i) Indebtedness, with the principal amount thereof, of any Company Entity, and (ii) reserves for trade promotions or slotting allowances. Such reserves fully reflect in all material respects all liabilities of the Disclosure Schedule contains a true, correct and complete list Company Entities with respect to such matters as of such date. There are no material prepayment penalties or premiums with respect to any Indebtedness of the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofCompany Entities.

Financial Statements; Undisclosed Liabilities. (a) Copies Section 2.7 of the Company Disclosure Schedule contains true, correct and complete copies of (i) the audited and consolidated balance sheetssheets of the Company and its Subsidiaries as of September 30, consolidated 2009 and 2010 and the related statements of incomeincome and cash flows for the fiscal years then ended, consolidated together with the appropriate notes to such financial statements and the report thereon of members’ equityKreischer, Miller, and (ii) the unaudited and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) balance sheet of the Target Companies Company and its Subsidiaries as of and for the years ended December 31, 2020 and 2021 2010 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies Balance Sheet” and the date of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such dateBalance Sheet, the “Reference Balance Sheet Date”) and the related unaudited and consolidated statements of income and cash flows for the three (such financial statements3) months ended December 31, 2010 and December 31, 2009 (collectively, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) ). Except as set forth therein or in the notes thereto, such balance sheets and statements of income and cash flow have been provided to Purchaser. The prepared in conformity with GAAP consistently applied, except that the Company Financial Statements are based on does not record the books elimination of intercompany revenue and records expenses (all of which intercompany revenue and expenses have been set forth by the Company in a separate schedule included as part of Section 2.7 of the Target Companies, which books Company Disclosure Schedule) and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with fairly present the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows flow of the Target Companies Company and its Subsidiaries as of their respective dates and for the periods covered by such statements, in accordance with GAAP consistently applied through the respective periods covered thereby, except as disclosed therein, andsubject, in the case of the Interim Balance Sheet and the related unaudited statements of income and cash flows, to customary year end and audit adjustments of a normal, recurring type which would not be material in the aggregate and the absence of footnote disclosure. The books and records of the Company fully and fairly reflect all transactions, properties, assets and liabilities of the Company and its Subsidiaries. The Financial Statements have been derived from the accounting records of the Company and its Subsidiaries, represent only bona fide transactions, and reflect the consistent application of such accounting principles throughout the periods covered thereby including the elimination of any inter-company transactions. No financial statements of any Person other than the Company and its Subsidiaries and Choice Realty Holdings, LLC are required by GAAP to be included in any of the Financial Statements. Except for the costs associated with the reverse split of the Company’s Capital Stock and the sale of the Opa Locka, Florida property, there are no extraordinary or material non-recurring items of income or expense during the periods covered by the Financial Statements, except for year-end adjustments, tax accruals, and the omission balance sheets included in the Financial Statements do not reflect any writeup or revaluation increasing the book value of footnote disclosures required by GAAPany assets, except as specifically disclosed in the notes thereto. (b) The Neither the Company maintains a system nor any Subsidiary is subject to any liability, whether absolute, contingent, accrued, known, unknown or otherwise, which is not shown or which is in excess of internal accounting controls and procedures appropriate amounts shown or reserved for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Balance Sheet, other than liabilities reasonably incurred after the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role Balance Sheet Date in the preparation ordinary course of the Company Financial Statements business consistent with past practice (none of which arises from any breach of contract, breach of warranty, tort or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any violation of the foregoinglaw). (c) Except as set forth in Section 3.6(c2.7(c) of the Company Disclosure Schedule contains Schedule, since September 30, 2010, a trueCompany Material Adverse Effect has not occurred and, correct to the Company’s Knowledge, none is threatened or pending. “Company Material Adverse Effect” means any event, circumstance, development, change or effect that individually or in the aggregate with all other events, circumstances, developments, changes and complete list effects, is materially adverse to the business, operations, assets, financial condition, results of operations or prospects of the Contracts for all Indebtedness for borrowed money Company and the Subsidiaries taken as a whole or would reasonably be expected to prevent or materially delay the transactions contemplated by this Agreement or prevent or materially impair or delay the ability of the Target Companies as Company to perform its obligations hereunder. Notwithstanding the foregoing, a Company Material Adverse Effect shall not be deemed to include any event, circumstance, development, change or effect to the extent resulting from any one or more of the date hereoffollowing: (i) the execution and delivery of this Agreement, the pendency or public disclosure of this Agreement or the transactions contemplated by this Agreement (or any action taken by a party in response to such announcement), or the consummation of the transactions contemplated by this Agreement, or (ii) any outbreak or escalation of hostilities or war or any act of terrorism.

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has furnished Buyer with copies of the audited consolidated balance sheetssheets of the Company and its Subsidiaries as of December 31, 2011 and December 31, 2012, and the related consolidated statements of income, consolidated statements of members’ equity, income and consolidated statements of cash flows and notes to consolidated for the years then ended (the “Previous Accounts”). Such financial statements (together have been audited by the Company’s independent auditors and have been prepared in accordance with any supplementary information thereto) GAAP. The Company has furnished Buyer with copies of the Target Companies unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2013 and the related consolidated statement of income for the three-month period then ended. Such unaudited financial statements were properly prepared using accounting principles consistent with those used in the preparation of the Previous Accounts, subject to normal and recurring year-end adjustments and the absence of notes. (b) The financial statements described in Section 4.5(a) are collectively referred to as the “Financial Statements.” The Financial Statements as of and for the years three-month period ended December March 31, 2020 and 2021 (2013 are referred to as the “Annual Company Most Recent Financial Statements.”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”c) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of Company and its Subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, indicated therein in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and(subject to, in the case of the Interim Company Most Recent Financial Statements, except for normal and recurring year-end adjustments, tax accruals, adjustments and the omission absence of footnote disclosures required by GAAPnotes). (bd) All accounts receivable, notes receivable, and other receivables of the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables that have arisen from bona fide transactions and recorded in accordance with the Company’s revenue recognition policies as stated in the Financial Statements, and are subject to no setoffs or counterclaims. The books and records of the Company and its Subsidiaries have been kept in accordance with reasonable business practices, have complied in all material respects with all Applicable Legal Requirements, and reflect only actual transactions. (e) The Company maintains a system of internal accounting controls over financial reporting used by the Company and procedures appropriate for its size and the industry Subsidiary is sufficient in which it operates that are sufficient all material respects to provide reasonable assurance regarding the reliability of financial reporting and the (i) that transactions are recorded as necessary to permit preparation of their financial statements in accordance conformity with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraudthat receipts and expenditures are executed only in accordance with the authorization of management, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or and (iii) any claim regarding prevention or allegation regarding any timely detection of the foregoingunauthorized acquisition, use, or disposition of the Company’s or its Subsidiary’s assets that would materially affect the Financial Statements. (cf) Section 3.6(cOther than to the extent disclosed or accrued for in the Most Recent Financial Statements, the Company and its Subsidiaries have no material liabilities or obligations of any nature except: (1) liabilities and obligations incurred in the ordinary course of business since the date of the Most Recent Financial Statements; (2) liabilities and obligations set forth in, or arising under, leases, agreements, contracts, or commitments set forth in the Disclosure Schedule contains a true, correct Letter; and complete list of (3) liabilities and obligations resulting from pending or threatened Legal Proceedings disclosed in the Contracts for all Indebtedness for borrowed money of the Target Companies as of the date hereofDisclosure Letter.

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

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

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

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

Financial Statements; Undisclosed Liabilities. (a) Copies Section 3.07 of the Company Disclosure Schedule contains true, correct and complete copies of (i) the audited consolidated balance sheetssheets of the Company as of September 30, consolidated 2006, 2007 and 2008 and the related statements of incomeincome and cash flows for the fiscal years then ended, consolidated together with the appropriate notes to such financial statements and the report thereon of members’ equityWilson, Price, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇ P.C., and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information theretoii) the unaudited balance sheet of the Target Companies Company as of and for the years ended December May 31, 2020 and 2021 2009 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies Balance Sheet” and the date of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such dateBalance Sheet, the “Reference Balance Sheet Date”) and the related unaudited statements of income and cash flows for the nine (such financial statements9) months then ended (collectively, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) ). Except as set forth therein or in the notes thereto, such balance sheets and statements of income and cash flow, have been provided to Purchaser. The Company Financial Statements are based on the books prepared in conformity with GAAP consistently applied, and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows flow of the Target Companies Company as of their respective dates and for the periods covered by such statements, in accordance with GAAP consistently applied through the respective periods covered thereby, except as disclosed therein, andsubject, in the case of the Interim Balance Sheet and the related unaudited statements of income and cash flows, to customary year end and audit adjustments of a normal, recurring type which would not be material in the aggregate and the absence of footnote disclosure. The books and records of the Company fully and fairly reflect, in all material respects, all transactions, properties, assets and liabilities of the Company. The Financial Statements have been derived from the accounting records of the Company, represent only bona fide transactions, and reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Company are required by GAAP to be included in any of the Financial Statements of the Company. There are no extraordinary or material non-recurring items of income or expense during the periods covered by the Financial Statements, except for year-end adjustments, tax accruals, and the omission balance sheets included in the Financial Statements do not reflect any writeup or revaluation increasing the book value of footnote disclosures required by GAAPany assets, except as specifically disclosed in the notes thereto. (b) The Company maintains a system is not subject to any liability of internal accounting controls and procedures appropriate for its size and the industry nature required to be reflected or disclosed in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements prepared in accordance with GAAP. The Company has GAAP (including, without limitation, any liability for repayment of incentives, rebates or credits received to any Governmental Authority), whether absolute, contingent, accrued or otherwise, which is not identified shown or been made aware which is in excess of amounts shown or reserved for in the Balance Sheet, other than liabilities (i) any significant deficiency or material weakness reasonably incurred after the Balance Sheet Date in the system ordinary course of internal accounting controls utilized by the Companybusiness consistent with past practice, or (ii) any fraud, whether with respect to or not material, that involves arising from the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingTransactions. (c) Section 3.6(c) Since September 30, 2008, a Company Material Adverse Effect has not occurred and, to the Company’s Knowledge, none is threatened or pending. “Company Material Adverse Effect” means any event, circumstance, development, change or effect that individually or in the aggregate with all other events, circumstances, developments, changes and effects, is materially adverse to the business, operations, assets, financial condition or results of operations of the Disclosure Schedule contains Company and the Subsidiaries taken as a true, correct and complete list whole or would reasonably be expected to prevent or materially delay the Transactions or prevent or materially impair or delay the ability of the Contracts for all Indebtedness for borrowed money Company to perform its obligations hereunder. Notwithstanding the foregoing, a Company Material Adverse Effect shall not be deemed to include any event, circumstance, development, change or effect to the extent resulting from any one or more of the Target Companies as following: (i) changes in general economic conditions, the securities or financial markets, any of the date hereofindustries in which the Company and its Subsidiaries operate generally, or regulatory or political conditions or developments, (ii) the execution and delivery of this Agreement, the pendency or public disclosure of this Agreement or the Transactions (whether factual, correct, formal or otherwise or any action taken by a party in response to such announcement), or the consummation of the Transactions, (iii) changes in Laws or in GAAP (or the interpretation thereof) (so long as the Company and its Subsidiaries are not materially disproportionately adversely affected thereby), (iv) any failure by the Company to meet projections, estimates or expectations of the Company’s revenues, earnings or other performance; provided, however, that the event, circumstance, development, change or effect that resulted in, or contributed to such failure, may still be, in and of itself, a Material Adverse Effect, (v) any outbreak or escalation of hostilities or war or any act of terrorism, or (vi) any weather-related or other force majeure event.

Financial Statements; Undisclosed Liabilities. (a) Copies of The Shareholders have delivered to Buyer the audited consolidated balance sheets, consolidated financial statements of incomethe Company as of February 28, 2010, February 28, 2011 and February 29, 2012, and the unaudited consolidated financial statements of membersthe Company as of February 28, 2013, including in each case the balance sheet and the related statements of operations, statements of changes in shareholders’ equity, equity and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years ended December 31Company (collectively, 2020 and 2021 (the “Annual Company Financial Statements”), copies of which are attached as Schedule 2.4(a). The Financial Statements have been provided to Purchaser. Copies prepared in accordance with Canadian GAAP, consistent with the past practice of the unaudited balance sheet, statement of operationsCompany, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct fairly present in all material respects the assets, liabilities and financial position of the Company on a consolidated basis and the results of operations and changes in financial position and cash flows as of the dates and for the periods specified. The Financial Statements (i) have been prepared in accordance with the books of account and other financial records of the Company and its Subsidiaries, all of which have been made available to Buyer, (ii) are complete and correct, (iii) represent actual, bona fide transactions and have been regularly kept and maintained in accordance with the Company’s normal sound business practices, and customary practices. (iv) establish appropriate reserves. (b) The Company Financial Statements present fairlyStatement of Account Specific Revenue and Margin delivered to Buyer pursuant to Section 1.5(b)(xi) sets forth a true and correct statement, in all material respects, of customer specific revenue and Margin for each specific customer for the fiscal years 2010, 2011, 2012 and 2013 to date, up to and including the last month prior to Closing. (c) Schedule 2.4(c) contains the consolidated financial position unaudited statement of Net Working Capital of the Target Companies Business as of the dates thereof and the consolidated results of operations and cash flows month end for each of the Target Companies for twelve months ending on February 28, 2013, and each of such statements was prepared based on the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, information contained in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (bd) The Company maintains a system of and its Subsidiaries have maintained internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting properly record transaction in their accounting records and have established and maintained internal controls sufficient to permit the preparation of their financial statements in accordance with GAAPthe Financial Statements. The Company has not identified or been made aware of (i) any There are no significant deficiency or material weakness deficiencies in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management financial reporting of the Company or any personnel Subsidiary of the Company which are reasonably likely to impact the ability to record, process, summarize and report financial information. Since February 29, 2012, neither the Company nor any of its Subsidiaries has received written notice, and the Shareholders have no Knowledge, (i) of any fraud that involves management or other employees of the Company or its Subsidiaries who have a significant role in the preparation financial reporting, (ii) of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing, or (iii) from its independent accountants regarding any of the foregoing. (ce) Section 3.6(cAttached hereto as Schedule 2.4(e), is a calculation (“EBITDA Calculation”) of the Disclosure Schedule contains a truepro forma earnings before interest, correct taxes, depreciation and complete list amortization (“EBITDA”) of the Contracts Business for all Indebtedness for borrowed money the twelve months ended February 28, 2013. The EBITDA Calculation is based on the actual results of the Target Companies as Business and is derived from the Financial Statements. (f) Except for Liabilities (a) expressly disclosed, reflected or reserved against in the latest Financial Statements, (b) incurred in the ordinary course of business consistent with past practice after February 28, 2013, none of which result from, arise out of, relate to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement or violation of applicable Laws, or (c) consisting of obligations under any Contracts entered into by the Company or its Subsidiaries in the ordinary course of business consistent with past practice (none of which obligations results from, arises out of, relates to, is in the nature of, or was caused by, any breach or violation by the Company or any of its Subsidiaries of any such Contract), neither the Company nor any of its Subsidiaries has any Liability (including any off-balance sheet Liabilities) that would be required to be reflected or reserved against in a consolidated balance sheet of the date hereofCompany prepared in accordance with Canadian GAAP.

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

Financial Statements; Undisclosed Liabilities. (a) Copies The Company has furnished to the Parent true, correct and complete copies of: (i) balance sheets of the audited consolidated balance sheetsCompany's predecessor limited liability company, consolidated Star Solutions, LLC, as of December 31, 2001, December 31, 2002 and December 31, 2003 compiled by Star Solutions, LLC; (ii) income statements of incomeStar Solutions, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and LLC for the fiscal years ended December 31, 2020 2001, December 31, 2002 and 2021 December 31, 2003 compiled by the Company; (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited iii) a balance sheet, income statement, statement of operationscash flow and statement of members' equity of Star Solutions, LLC for the fiscal year ended December 31, 2004 prepared in accordance with generally accepted accounting principles ("GAAP") and audited by the Company's independent accountants (except as set forth in Section 3.5(a) of the Company Disclosure Schedule); and (iv) an income statement and statement of cash flows for the Company for the period from January 1, 2005 through and including February 17, 2005, a balance sheet, schedule of each Target open orders and a statement of stockholders' equity of the Company as of and for the five February 17, 2005 (5)-month period ended on May 31, 2022 (such datecollectively, the “Reference Balance Sheet Date”) (such financial statements, the “Interim "Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser"). The Company Financial Statements are based have been prepared by the Company on the basis of the books and records maintained by the Company in the ordinary course of business in a manner consistently used and applied throughout the periods involved and the accounting practices and procedures have been applied consistently for interim periods after the periods of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practicesCompany Financial Statements. The Company Financial Statements fairly present fairly, in all material respects, respects the consolidated financial position condition of the Target Companies as of the dates thereof Company and the consolidated results of operations and cash flows of Company's predecessor limited liability company as at the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAPrespective dates thereof. (b) The Company maintains a system of internal accounting controls and procedures appropriate Except for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of liabilities (i) any significant deficiency or material weakness set forth in Section 3.5(b) of the system of internal accounting controls utilized by the CompanyCompany Disclosure Schedule, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role reflected in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Companydescribed in any notes thereto (or for which neither accrual nor footnote disclosure is required pursuant to GAAP), or (iii) incurred in the ordinary course of business, consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, the Company has no material liabilities of any claim nature. The Company is not in default in respect of any terms or allegation regarding conditions of any of the foregoingindebtedness. (c) Other than changes in the usual and ordinary conduct of business since December 31, 2004, there have been no material adverse changes in the financial condition of the Company. Specifically, but, not by way of limitation, since its balance sheet of December 31, 2004, the Company has not: (i) Issued or sold any stock, bond, or other Company securities; (ii) Except for current liabilities and obligations incurred in the ordinary course of business, incurred any material obligation or liability, absolute or contingent; (iii) Except for current liabilities shown on the balance sheet and current liabilities incurred since that date in the ordinary course of business, discharged or satisfied any material lien or encumbrance, or paid any material liability, absolute or contingent; (iv) Mortgaged, pledged or subjected to lien or any other encumbrance, any of its material assets, tangible or intangible, other than pursuant to any Company Permitted Liens; (v) Except in the ordinary course of business, sold or transferred any of its material tangible assets or canceled any material debts or claims; (vi) Sold, assigned, or transferred any patents, formulas, trademarks, trade names, copyrights, licenses, or other material intangible assets; (vii) Suffered any extraordinary losses, been subjected to any strikes or other labor disturbances, or waived any rights of any substantial value; or (viii) Except for transactions contemplated by this Agreement, entered into any material transaction other than in the ordinary course of business. (d) Subject to any changes that may have occurred in the ordinary and usual course of business, the material assets of the Company at the Closing Date will be substantially those owned by it and shown on the Company Financial Statements. (e) Except to the extent that an allowance for uncollectible accounts has been established on its books and is reflected in the Company Financial Statements and except as set forth in Section 3.6(c3.5(e) of the Company Disclosure Schedule, all accounts receivable and notes receivable of the Company are current and, to the Company's knowledge, collectible; provided however, that Parent acknowledges and agrees that approximately $50,000 of the Company's accounts receivable have not been collectible on an annual basis, and a similar portion of the Company's outstanding accounts receivable may become uncollectible over the next twelve (12) months. Such accounts receivable of the Company have arisen in the ordinary course of business in arms-length transactions for goods actually sold and services actually performed or to be performed. (f) All inventory to be transferred to Buyer pursuant to this Agreement is in saleable condition. (g) Prior to the Closing Date, the Company shall assign and transfer to Alfred Curmi and/or any oth▇▇ ▇▇▇▇▇▇ ▇esignated by Alfred Curmi all of the Co▇▇▇▇▇'▇ ▇▇▇ht, title and interest in and to the assets described in Section 3.5(g) of the Company Disclosure Schedule contains a true(collectively, correct the "Excluded Assets"). Parent acknowledges and complete list agrees that none of the Contracts for all Indebtedness for borrowed money Excluded Assets, nor the rights, title or interests of the Target Companies as Company therein, shall be deemed to constitute a part of the date hereofCompany or its assets, and that such assets will not be owned or retained by the Company at the Closing. Parent acknowledges and agrees that the Company may transfer or distribute the Excluded Assets at any time and from time to time prior to the Closing, and no such transfer or distribution shall be deemed to violate or breach any provision under this Agreement or any other Transaction Document. (h) For purposes of this Section 3.5, material in regards to any obligation, debt, asset or the like shall mean having a value in excess of Twenty-Five Thousand Dollars ($25,000.00).

Financial Statements; Undisclosed Liabilities. (a) Copies of Attached hereto as Schedule 4.4 are the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated following financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” ”): (i) the audited consolidated balance sheet of ECMI Holdings, LLC and its Subsidiaries as of August 31, 2022 and as of August 31, 2021, and the related audited statements of operations, comprehensive income, changes in members’ capital and cash flows for the fiscal years of the Company then ended; and (ii) the unaudited consolidated balance sheet of ECMI Holdings, together LLC and its Subsidiaries as of January 31, 2023 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations for the five-month period then ended. (b) Except as set forth on Schedule 4.4, (i) the Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the Annual Company periods covered thereby, except as may be indicated in the notes thereto and subject, in the case of unaudited Financial Statements, to the “Company Financial Statements”absence of notes and normal year-end adjustments and (ii) have been provided to Purchaser. The Company the Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position condition and results of operations of the Target Group Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, andtherein referred to (subject, in the case of the Interim Company unaudited Financial Statements, except for to the absence of notes and normal year-end adjustments). Except as would not reasonably be expected to be material to the Group Companies, tax accrualstaken as a whole, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system Group Companies maintain systems of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of their financial statements for external purposes in accordance with GAAP. The Company There has not identified been no material complaint, allegation, assertion or been made aware of (i) any significant deficiency claim that the Group Companies have engaged in improper or material weakness in the system of illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoingcontrols. (c) Section 3.6(c) of the Disclosure Schedule contains a true, correct and complete list of the Contracts for all Indebtedness for borrowed money of the Target Companies as As of the date hereofof this Agreement, the Group Companies do not have any material liability, indebtedness or obligation of or claim against any Group Company, whether or not required to be reflected or adequately reserved for on a balance sheet prepared in accordance with GAAP, except for liabilities, indebtedness and obligations (i) reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (ii) that have arisen since the date of the Latest Balance Sheet in the ordinary course of the operation of business of the Group Companies (none of which include liabilities arising from breach of contract, tort, infringement or violation of law and none of which would reasonably be expected to be material to the Group Companies as a whole), (iii) incurred in connection with the transactions contemplated by this Agreement, (iv) disclosed in the schedules hereto, or (v) pursuant to any Contract to which any Group Company is a party in the ordinary course of business (not including liabilities arising from breach of contract, tort, infringement or violation of law). (d) All Inventory, whether or not reflected in the Latest Balance Sheet, was acquired and has been maintained by the Group Companies in the ordinary course of business, consistent with past practice. All Inventory consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All Inventory is owned by the Group Companies free and clear of all Liens (other than Permitted Liens), and, except as set forth on Section 4.4(d), no Inventory is held on a consignment basis. (e) The accounts receivable reflected on the Financial Statements and the accounts receivable arising after the date thereof (i) have arisen from bona fide transactions for the sale of goods or performance of services by the Group Companies in the ordinary course of business consistent with past practice; and (ii) constitute only valid, undisputed claims of the Group Companies not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice.

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

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

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