Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies of HCBF’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a).

Financial Statements; Internal Controls. Set forth on Section 4.5(a) of the Company Disclosure Letter are the following financial statements (a) HCBF has previously delivered or made available to CenterState copies of HCBF’s collectively, the “Financial Statements”): (i) the audited balance sheets of the Company and its consolidated Subsidiaries as of December 31, 2020 and December 31, 2019, and the related audited consolidated financial statements of operation, consolidated statements of stockholders’ equity and consolidated statements of cash flows for the 12 month periods then ended; (ii) the consolidated unaudited balance sheet of the Company as of September 30, 2021 (“Most Recent Balance Sheet”); and (iii) the related unaudited consolidated statements of operations, stockholders’ equity and cash flows for the quarterly period then ended (the “Interim Financial Statements”). Each of the Financial Statements (including the related notes and schedules thereto) for fairly presents the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated balance sheets, consolidated statements (including of operation, consolidated statements of stockholders’ equity and consolidated statements of cash flows included in the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) fairly presents the financial condition, results of operations, changes in stockholders’ equity and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of the Interim Financial Statements, to notes and normal year-end audit adjustments, in each case in accordance with GAAP or IFRS, as applicable, consistently applied during the periods involved, except as may be noted therein. The Company maintains a system of internal accounting controls sufficient, in all material respects, to provide reasonable assurances (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP or IFRS, as applicable, (ii) that receipts and expenditures of the Company and its Subsidiaries are being made in accordance with appropriate authorizations of management and the Company Board and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company and its Subsidiaries. The Company is in compliance in all material respects with the AIM Rules and the OTC Rules. The books of account of the Company and its Subsidiaries are accurately maintained in all material respects in the ordinary course of business, the transactions entered therein represent bona fide transactions and the revenues, expenses, assets and liabilities of the Company and its Subsidiaries have been properly recorded therein in all material respects. Except as set forth on Section 4.5(e) of the Company Disclosure Letter, the corporate records and minute books of the Company and each of its Subsidiaries are, and for the last four years have been, maintained in accordance with all applicable Laws in all material respects and such corporate records and minute books are accurate and complete in all material respects respects, including the fact that the minute books contain the minutes of all meetings of the boards of directors, committees of the board and fairly present in stockholders and all material respects resolutions passed by the financial condition boards of directors, committees of the boards and the results stockholders, except that minutes of operations, changes in shareholders’ equity, and cash flows certain recent meetings of HCBF and its consolidated Subsidiaries the Company Board or committees thereof have not been finalized as of the respective dates date of this Agreement. All such corporate records and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case minute books of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, Company and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor any each of its Subsidiaries has any liabilities or obligations (with the exception of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in such corporate records and minute books from the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies past four years of the Financial Statements Company which are set forth in HCBF Disclosure Schedule 3.07(a)(i) subject to attorney client privilege, or (ii) relate to this Agreement and the transactions contemplated hereby) have been provided or otherwise made available to Parent prior to the date of this Agreement.

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies The following financial statements are attached as Section 2.3 of HCBF’s the Company Disclosure Schedule: (i) the audited consolidated financial statements (including of the related notes Company and schedules thereto) for the years ended its Subsidiaries as of December 31, 20162010 and 2009, 2015 including the balance sheet and 2014the related statements of operations, accompanied by statements of changes in stockholders’ equity and statements of cash flows of the unqualified audit reports Company and its Subsidiaries as of Xxxxx Xxxxxxx LLP (and for the fiscal years ended December 31then ended, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), including in each casecase the notes thereto, together with the report of the independent registered accountants certified public accounting firm set forth therein (collectively, the “Audited Financial Statements”) ); and (ii) the unaudited interim consolidated financial statements (of the Company and the Subsidiaries as of June 30, 2011, including the balance sheet and the related notes statement of operations, statement of changes in stockholders’ equity and schedules thereto) statement of cash flows of the Company and its Subsidiaries as of and for the six months (6) month period then ended June 30(such financial statements, 2017 (the “Unaudited Financial Statements” ”; the balance sheet of the Company and collectively with its Subsidiaries as of June 30, 2011, the “Reference Balance Sheet”; the date of the Reference Balance Sheet, the “Reference Balance Sheet Date”); (the Audited Financial Statements and the Unaudited Financial Statements, collectively, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all have been prepared in accordance with GAAP, consistently applied, subjectapplied (except, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and for the absence of notes and schedules footnotes (that, if presented, would not differ materially from those included in the Audited Financial Statements) and normal recurring year end adjustments). No The Financial Statements fairly present, in all material respects, the financial statements position of any entity or enterprise other than the HCBF’s Company and its Subsidiaries are required by GAAP to be included and the results of operations and changes in cash flows as of the consolidated financial statements of HCBFdates and for the periods specified. The audits of HCBF Financial Statements have been conducted prepared in accordance with GAAPthe books and records of the Company and its Subsidiaries. Since December 31, 2016, neither HCBF nor any of The Company and its Subsidiaries has any liabilities or obligations have made and kept (and given Parent access to their) books and records and accounts, in accordance with applicable Legal Requirements, which accurately and fairly reflect, in all material respects, the activities of a nature that would be required by GAAP to be set forth on Company and its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)Subsidiaries.

Financial Statements; Internal Controls. (a) HCBF PCB has previously delivered or made available to CenterState BFC copies of HCBFPCB’s (i) audited compiled consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 312017, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each case, independent registered accountants 2015 (collectively, the “Audited Compiled Annual Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six nine months ended June September 30, 2017 2018 (the “Unaudited Interim Financial Statements” and collectively with the Audited Compiled Annual Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF PCB and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Interim Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBFPCB) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Compiled Annual Financial Statements). No financial statements of any entity or enterprise other than the HCBFPCB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAPPCB. Since December 31, 20162017, neither HCBF PCB nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162017. True, correct and complete copies of the Financial Statements are set forth in HCBF PCB Disclosure Schedule 3.07(a).

Financial Statements; Internal Controls. (a) HCBF Seller has previously delivered or made available to CenterState Buyer true, correct and complete copies of HCBF’s (i) audited consolidated statements of financial statements (including the related notes and schedules thereto) for the years ended condition of N.I.S. as of December 31, 20162016 and December 31, 2015 2017 (together with all material supporting documents of N.I.S. in connection therewith); (ii) audited statements of income, changes in stockholder's equity and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (cash flows for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014)2017; (iii) an unaudited balance sheet of N.I.S. as of June 30, in each case, independent registered accountants 2018 (collectively, the “Audited Financial StatementsN.I.S. Reference Balance Sheet”) ); and (iiiv) the unaudited interim consolidated financial statements (including the related notes of income, changes in stockholder's equity and schedules thereto) cash flows of N.I.S. for the six three months ended June 30, 2017 2018 (collectively, the “Unaudited Financial Statements” foregoing financial statements, and collectively together with the Audited Subsequent GAAP Financial Statements, the “GAAP Financial Statements”). The Subject to the notes thereto, the GAAP Financial Statements (including any related notes and schedules theretoA) are accurate and complete were or, in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF and its consolidated Subsidiaries as case of the respective dates Subsequent GAAP Financial Statements, will be derived from the Books and Records of and for N.I.S., (B) were or, in the periods referred to in such financial statementscase of the Subsequent GAAP Financial Statements, all will be prepared in accordance with GAAP, consistently appliedapplied throughout all such periods, subjectand (C) fairly present or, in the case of the Unaudited Subsequent GAAP Financial Statements, will fairly present, in all material respects, the financial position, results of operations, cash flows and changes in stockholder's equity of N.I.S. as of the respective dates and for the respective periods referred to normalin the GAAP Financial Statements subject to, recurring with respect to the unaudited GAAP Financial Statements, normal year-end adjustments (the effect adjustments, none of which has not had, and would not reasonably be expected to havewhich, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) are or, in the case of the Subsequent GAAP Financial Statements, will be material, and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)footnotes.

Financial Statements; Internal Controls. (a) HCBF BBI has previously delivered or made available to CenterState FBMS copies of HCBFBBI’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162021, 2015 2020 and 20142019, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31Xxxxxxx, 2014), in each caseLLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six three months ended June 30March 31, 2017 2022 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF BBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied. The Unaudited Financial Statements are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations of BBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, subject to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) BBI), the absence of statements of changes in shareholders’ equity and statements of cash flow, and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBFBBI’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFBBI. The audits of HCBF BBI have been conducted in accordance with GAAP. Since December 31, 20162019, neither HCBF BBI nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162019. True, correct and complete copies of the Financial Statements are set forth in HCBF BBI Disclosure Schedule 3.07(a).

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies Section 3.5(a) of HCBF’s the Company Disclosure Letter sets forth (i) the audited consolidated financial balance sheets of the Company and its Subsidiaries as of September 26, 2020 and September 28, 2019 and the audited consolidated statement of operations, statements of comprehensive income (including loss), statements of changes in redeemable preferred and common units and members’ deficit and statements of cash flows of the related notes Company and schedules thereto) its Subsidiaries for the fiscal years ended December 31then ended, 2016, 2015 and 2014, accompanied by together with the unqualified audit auditor’s reports of Xxxxx Xxxxxxx LLP thereon (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) the unaudited interim consolidated financial statements (including balance sheet of the related notes Company and schedules thereto) its Subsidiaries as of September 25, 2021 and the unaudited consolidated statement of operations and statement of cash flows of the Company and its Subsidiaries for the six months fiscal year then ended June 30, 2017 (the “Unaudited Financial Statements” and collectively and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including including, for the avoidance of doubt, any related notes and schedules thereto) are accurate and complete (A) present fairly, in all material respects and fairly present in all material respects respects, the consolidated financial condition and the position, results of operations, income (loss), changes in shareholdersredeemable preferred and common units and members’ equity, deficit and cash flows of HCBF the Company and its consolidated Subsidiaries as of the respective dates of and for the periods referred to indicated in such financial statements, all in accordance with GAAP, consistently applied, subjectFinancial Statements (except, in the case of the Unaudited Financial Statements, to normal, recurring for the absence of footnotes and other presentation items and normal year-end adjustments (the effect of which has that will not hadbe material in amount and effect), and would not reasonably be expected to have, individually or (B) in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted each case were prepared in accordance with GAAP. Since December 31, 2016consistently applied during the periods involved, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or and were derived from, and accurately reflect in all material respects, the notes thereto except for liabilities reflected or reserved against in the Financial Statements books and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies records of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)Company and its Subsidiaries.

Financial Statements; Internal Controls. (a) HCBF The Company has previously delivered or made available to CenterState Purchaser true, correct and complete copies of HCBF’s (i) its audited consolidated financial balance sheets of PCS Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned direct Subsidiary of the Company (“PCS Intermediate Holdings”), and its subsidiaries (all of which are wholly-owned indirect Subsidiaries of the Company) and related income statements, statements of cash flow and statements of stockholders’ equity (including the related notes or equivalent thereof) as of and schedules thereto) for the years ended December 31, 20162021, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 2022 and 2015its unaudited consolidated balance sheets and related income statements, statements of cash flow and statements of stockholders’ equity (or equivalent thereof) and Hacker, Xxxxxxx & Xxxxx PA (for as of the year eight month period ended December August 31, 2014)2023 (the unaudited balance sheet as of August 31, in each case, independent registered accountants (collectively2023, the “Audited Financial StatementsLatest Balance Sheet”) , and (ii) unaudited interim consolidated such financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statementscollectively, the “Financial Statements”). The Financial Statements (including any related notes and schedules theretoschedules) are accurate and complete as presented in all material respects respects, are based upon the books and fairly present in all material respects the financial condition and the results records of operations, changes in shareholders’ equityPCS Intermediate Holdings, and cash flows of HCBF have been prepared from and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAPthe books of account and financial records of PCS Intermediate Holdings and the Subsidiaries and in accordance with GAAP applied on a consistent basis throughout the periods indicated, consistently applied, subject, in the case except as set forth on Schedule 3.11(a) of the Unaudited Disclosure Schedules and that the August 31, 2023 Financial Statements, Statements are subject to normal, normal and recurring year-end audit adjustments (the effect none of which has not had, and would not reasonably be expected to havebe material, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in The Financial Statements fairly present the consolidated financial condition, cash flows and operating results of PCS Intermediate Holdings and its Subsidiaries (taken as whole) as of the dates, and for the periods, indicated therein. Except (a) as set forth on the face of the Latest Balance Sheet or (b) as set forth on Schedule 3.11(a) of the Disclosure Schedules, PCS Intermediate Holdings and the Subsidiaries have no liabilities or obligations, contingent or otherwise, liquidated or unliquidated, known or unknown other than liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which relates to or arises from any violation of Law, breach of Contract, tort, infringement, or misappropriation), which, in all such cases, individually and in the aggregate are not material to the consolidated financial condition and operating results of PCS Intermediate Holdings and the Subsidiaries. Except as set forth on Schedule 3.11(a) of the Disclosure Schedules, the Company, PCS Intermediate Holdings and the Subsidiaries (taken as whole) maintain and will continue to maintain a standard system of accounting established and administered to permit preparation of the financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31The Company, 2016PCS Intermediate Holdings and the Subsidiaries have established and maintain a system of internal accounting controls that are in all material respects sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP consistently applied. Neither the Company nor, neither HCBF to the Knowledge of the Company, any of its or its Subsidiaries’ directors, officers, auditors or independent accountants has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated; or (B) any fraud that involves the Company’s or its Subsidiaries’ management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to, or has any liabilities or obligations of commitment to become a nature that would be required by GAAP to be set forth on its consolidated party to, any joint venture, off-balance sheet partnership or any similar contract relating to any transaction or relationship between or among the Company and/or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(aSEC).

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies Copies of HCBFthe Company’s (i) audited consolidated financial statements (including consisting of the consolidated balance sheet of the Acquired Companies as at December 31 in each of the years 2012, 2013 and 2014, and the related notes statements of income and schedules thereto) retained earnings, shareholders’ equity and cash flow for the years then ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “Audited Financial Statements”) ), and (ii) unaudited interim consolidated financial statements (including consisting of the related notes and schedules thereto) for consolidated balance sheet of the six months ended June 30Acquired Companies as at March 31, 2017 2015 (the “Unaudited Balance Sheet” and the date of such Balance Sheet, the “Balance Sheet Date”) and the related statements of income and retained earnings, shareholders’ equity and cash flow for the three-month period then ended (together with the Balance Sheet, the “Interim Financial Statements” and collectively together with the Audited Financial Statements, the “Financial Statements”)) have been delivered or made available to Buyer in the Data Room. The Financial Statements (including any related notes have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal and schedules thereto) recurring year-end adjustments and the absence of notes. The Financial Statements are true, accurate and complete in all material respects and fairly present in all material respects the consolidated financial condition and of the results of operations, changes in shareholders’ equity, and cash flows of HCBF and its consolidated Subsidiaries Acquired Companies as of the respective dates they were prepared and the consolidated results of and the operations of the Acquired Companies for the periods referred indicated. The Acquired Companies maintain a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions engaged in such financial statementsby the Acquired Companies are executed in compliance with the general policies of the Acquired Companies and/or the general or specific authorizations of management of the Acquired Companies, all (b) access to assets of the Acquired Companies is permitted only in accordance with GAAP, consistently applied, subject, in the case general policies of the Unaudited Financial StatementsAcquired Companies, to normaland (c) all intercompany transactions, recurring year-end adjustments charges and expenses among or between the Acquired Companies and/or their respective Affiliates are accurately reflected at fair arms’ length value on the books and records of the Acquired Companies. The Leases listed in Section 3.10 of the Disclosure Schedules have been amended as set forth therein (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements“Lease Amendments”). No financial statements of Such Lease Amendments did not require any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP amendments to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in Buyer, the Ordinary Course of Business since December 31, 2016. True, correct Company and complete copies the Sellers agree no restatement of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)is required solely as a result of either the Company’s historical accounting treatment of its Leases or the Lease Amendments.

Financial Statements; Internal Controls. (a) HCBF PFG has previously delivered or made available to CenterState SMBK copies of HCBFPFG’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2018, 2017 and 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each caseXxxxxxx LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six nine months ended June September 30, 2017 2019 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF PFG and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBFPFG) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBFPFG’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFPFG. The audits of HCBF PFG have been conducted in accordance with GAAP. Since December 31, 20162018, neither HCBF PFG nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162018. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)have been provided to SMBK prior to the date hereof.

Financial Statements; Internal Controls. (a) HCBF DBI has previously delivered or made available to CenterState BFC copies of HCBFDBI’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162020, 2015 2019 and 20142018, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31Xxxxxx & Xxxxx, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each casePLLC, independent registered accountants (collectively, the “Audited Annual Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six nine months ended June September 30, 2017 2021 (the “Unaudited Interim Financial Statements” and collectively with the Audited Annual Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF DBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Interim Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBFDBI) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Annual Financial Statements). No financial statements of any entity or enterprise other than the HCBFDBI’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFDBI. The audits of HCBF DBI have been conducted in accordance with GAAP. Since December 31, 20162020, neither HCBF DBI nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162020. True, correct and complete copies of the Financial Statements are set forth in HCBF DBI Disclosure Schedule 3.07(a).

Financial Statements; Internal Controls. (a) HCBF Company has previously delivered or made available to CenterState Buyer copies of HCBFCompany’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162014, 2015 2013 and 20142012, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each casePricewaterhouseCoopers LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six nine months ended June September 30, 2017 2014 and 2015 (the “Unaudited Financial Statements;” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholdersstockholders’ equity, and cash flows of HCBF Company and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBFEffect) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBFCompany’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFCompany. The audits of HCBF Company have been conducted in accordance with GAAP. Since December 31September 30, 20162015, neither HCBF Company nor any of its Subsidiaries has any liabilities or obligations of a any nature that would be (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Company’s Ordinary Course of Business since December 31September 30, 20162015. True, correct and complete copies of the Financial Statements are set forth in HCBF Company Disclosure Schedule 3.07(a3.08(a).

Financial Statements; Internal Controls. (a) HCBF HSBI has previously delivered or made available to CenterState FBMS copies of HCBFHSBI’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162021, 2015 2020 and 20142019, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each caseWxxxxx LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six three months ended June 30March 31, 2017 2022 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF HSBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied. The Unaudited Financial Statements are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations of HSBI and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, subject to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) HSBI), the absence of statements of changes in shareholders’ equity and statements of cash flow, and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBFHSBI’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFHSBI. The audits of HCBF HSBI have been conducted in accordance with GAAP. Since December 31, 20162019, neither HCBF HSBI nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162019. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)have been made available to FBMS prior to the date of this Agreement.

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies The following financial statements are attached as Section 2.3 of HCBF’s the Company Disclosure Schedule: (i) the audited consolidated financial statements (including of the related notes Company and schedules thereto) for the years ended its Subsidiaries as of December 31, 20162010 and 2009, 2015 including the balance sheet and 2014the related statements of operations, accompanied by statements of changes in stockholders’ equity and statements of cash flows of the unqualified audit reports Company and its Subsidiaries as of Xxxxx Xxxxxxx LLP (and for the fiscal years ended December 31then ended, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), including in each casecase the notes thereto, together with the report of the independent registered accountants certified public accounting firm set forth therein (collectively, the “Audited Financial Statements”) ); and (ii) the unaudited interim consolidated financial statements (of the Company and its Subsidiaries as of February 28, 2011, including the balance sheet and the related notes statement of operations, statement of changes in stockholders’ equity and schedules thereto) statement of cash flows of the Company and its Subsidiaries as of and for the six months two (2) month period then ended June 30(such financial statements, 2017 (the “Unaudited Financial Statements” ”; the balance sheet of the Company and collectively with its Subsidiaries as of February 28, 2011, the “Reference Balance Sheet”; the date of the Reference Balance Sheet, the “Reference Balance Sheet Date”); (the Audited Financial Statements and the Unaudited Financial Statements, collectively, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all have been prepared in accordance with GAAP, consistently applied, subjectapplied (except, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and for the absence of notes and schedules footnotes (that, if presented, would not differ materially from those included in the Audited Financial Statements) and normal recurring year end adjustments). No The Financial Statements fairly present, in all material respects, the financial statements position of any entity or enterprise other than the HCBF’s Company and its Subsidiaries are required by GAAP to be included and the results of operations and changes in cash flows as of the consolidated financial statements of HCBFdates and for the periods specified. The audits of HCBF Financial Statements have been conducted prepared in accordance with GAAPthe books and records of the Company and its Subsidiaries. Since December 31, 2016, neither HCBF nor any of The Company and its Subsidiaries has any liabilities or obligations have made and kept (and given Parent access to their) books and records and accounts, in accordance with applicable Legal Requirements, which accurately and fairly reflect, in all material respects, the activities of a nature that would be required by GAAP to be set forth on Company and its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)Subsidiaries.

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies Attached as Section 2.7 of HCBF’s the Company Disclosure Schedule are (i) the audited consolidated financial balance sheets, statements (including of income and shareholders’ equity and statements of cash flows of the related notes Company as of and schedules thereto) for the fiscal years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2014 and (ii)(1) the unaudited consolidated balance sheet of Company (the “Company Balance Sheet”) as of May 31, 2016 and 2015(the “Company Balance Sheet Date”) and Hacker(2) the unaudited consolidated statements of income, Xxxxxxx & Xxxxx PA (shareholders’ equity and cash flows for the year five-month period ended December 31on the Company Balance Sheet Date, 2014), in each case, independent registered accountants together with the notes to such financial statements (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements (including any related notes and schedules theretoi) are accurate and complete consistent in all material respects with the books and records of the Company; (ii) have been prepared in accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present in all material respects the in accordance with GAAP financial condition and the position, results of operationsincome, changes in shareholders’ equity, equity and cash flows of HCBF the Company and its consolidated the Company Subsidiaries as of the respective dates indicated therein, subject to normal year-end adjustments and the absence of and for footnotes in the periods referred case of the unaudited Company Financial Statements. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to in such financial statements, all be disclosed separately in accordance with GAAP, consistently applied, subject, except as expressly specified in the case applicable statement of operations or notes thereto. The books of account of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) Company and the absence Company Subsidiaries accurately reflect the Company’s and the Company Subsidiaries’ items of notes income and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF expense and all assets and liabilities and accruals that properly should have been conducted reflected therein in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or consistently applied throughout the periods covered thereby except as disclosed in the notes thereto except for liabilities reflected Company Financial Statements. The Company and the Company Subsidiaries have provided or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete made available to Parent copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)all material written correspondence with their independent certified accountants since January 1, 2014.

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies of HCBF’s Attached as Schedule 4.4 are (i) audited consolidated financial balance sheets for each Manager at December 31, 2005 and 2006 (provided such entities were in existence as of such date) and audited statements (including the related notes of income, changes in owners’ equity and schedules thereto) cash flow for the fiscal years ended December 31, 20162005 and 2006 (or such shorter periods as such entities have been in existence) (such financial statements, 2015 including the footnotes contained therein, the “Manager Audited Financial Statements”), (ii) unaudited balance sheets for each Manager at June 30, 2007 and 2014, accompanied by the unqualified audit reports unaudited statements of Xxxxx Xxxxxxx LLP (income for the six months ending on June 30, 2007 (the “Manager Unaudited Financial Statements”), (iii) an audited balance sheet for the Advisor at December 31, 2005 and 2006 and audited statements of income, changes in owners’ equity and cash flow for the fiscal years ended December 31, 2016 2005 and 2015) and Hacker2006 (such financial statements, Xxxxxxx & Xxxxx PA (for including the year ended December 31footnotes contained therein, 2014)the “Advisor Audited Financial Statements”; and, in each case, independent registered accountants (collectivelytogether with the Manager Audited Financial Statements, the “Audited Financial Statements”) ), and (iiiv) an unaudited interim consolidated financial balance sheet for the Advisor at June 30, 2007 and unaudited statements (including the related notes of income and schedules thereto) changes in owners’ equity and cash flow for the six months ended June 30, 2017 2007 (the “Advisor Unaudited Financial Statements” ”; and collectively together with the Audited Manager Unaudited Financial Statements, the “Unaudited Financial Statements”). The Audited Financial Statements and Unaudited Financial Statements are collectively referred to herein as the “Service Provider Financial Statements.” The Service Provider Financial Statements of each Service Provider (including including, in each case, any related notes thereto if required by GAAP) have been prepared in accordance with GAAP and schedules thereto) are accurate and complete fairly present, in all material respects and fairly present in all material respects respects, the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF and its consolidated Subsidiaries such Service Provider as of the respective dates and the results of operations and cash flows of such Service Provider for the respective periods referred to in such financial statementsthen ended, all in accordance with GAAP, consistently appliedas applicable, subject, in the case of the Unaudited Financial Statementsunaudited statements, to normal, normal or recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)immaterial adjustments.

Financial Statements; Internal Controls. (a) HCBF Seller has previously delivered or made available to CenterState each Purchaser copies of HCBF’s (i) of: the audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited consolidated interim consolidated financial statements (including of Seller included in the related notes Seller SEC Documents and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” such statements are complete and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete correct in all material respects respects, have been prepared in accordance with GAAP consistently applied, and fairly present (except as may be indicated in all material respects the notes thereto) the consolidated financial condition and the results position of operations, changes in shareholders’ equity, and cash flows of HCBF Seller and its consolidated Subsidiaries as of the respective dates thereof and their consolidated results of operations and cash flows for the periods referred then ended (except with respect to in such the unaudited interim financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, statements for normal recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to havethat, individually or in the aggregate, a Material Adverse Effect would not be material); the Seller Financial Statements and the Indian Subsidiary Financial Statements and such statements are complete and correct in all material respects, have been prepared in accordance with GAAP consistently applied (or with respect to HCBF) the Indian Subsidiary for the audited balance sheet and statement of income of the Indian Subsidiary and the absence footnotes thereto for the fiscal year ended March 31, 2008, in accordance with India statutory audit requirements and generally accepted accounting principles in India), and fairly present (except as may be indicated in the notes thereto) the consolidated financial position of notes the Sale Business as of the dates thereof and schedules the consolidated results of operations for the periods then ended (except with respect to the unaudited interim financial statements for normal recurring year-end adjustments that, if presentedindividually or in the aggregate, would not differ materially from those included be material); the Seller Balance Sheet, which is complete and correct in all material respects, has been prepared in good faith and fairly presents (except as may be indicated in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in notes thereto) the consolidated financial statements position of HCBFthe Sale Business as of the date thereof; and the Seller Income Statement, which is complete and correct in all material respects, has been prepared in good faith and fairly presents (except as may be indicated in the notes thereto) the consolidated results of operation of the Sale Business for the period then ended (with a good faith estimate and allocation of the costs and expenses of Seller related to the Sale Business during such period). Seller and its Subsidiaries make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of their respective assets. The audits Seller's system of HCBF have been conducted internal controls over financial reporting is sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (ii) that receipts and expenditures are executed in accordance with GAAPthe authorization of management, (iii) that access to assets is permitted only in accordance with management's general or specific authorization and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Seller or any Subsidiary that would materially affect Seller's financial statements. Since December No significant deficiency or material weakness was identified in management's assessment of internal controls as of March 31, 20162008 or in any such assessment conducted since March 31, neither HCBF nor 2008. The financial projections and business plan provided by Seller to each Purchaser prior to the date hereof was reasonably prepared on a basis reflecting the management's best estimates, assumptions and judgments, at the time provided to such Purchaser, as to the future financial performance of the Sale Business. Seller's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the 0000 Xxx) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by Seller in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to Seller's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Seller required under the 1934 Act with respect to such reports. The audit committee of the Seller Board includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. The Seller has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Seller has promptly disclosed any change in or waiver of its Subsidiaries has Seller's code of ethics with respect to any liabilities or obligations of a nature that would be such persons, as required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies Section 406(b) of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)Xxxxxxxx-Xxxxx Act. To the Knowledge of Seller, there have been no violations of provisions of Seller's code of ethics by any such persons.

Financial Statements; Internal Controls. (a) HCBF SWBS has previously delivered or made available to CenterState FBMS copies of HCBFSWBS’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31and Xxxxxxx, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each caseLLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF SWBS and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBFSWBS) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBFSWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFSWBS. The audits of HCBF SWBS have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF SWBS nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in HCBF SWBS Disclosure Schedule 3.07(a).

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies Section 2.5 of HCBF’s the Disclosure Schedule contains (i) the audited consolidated financial balance sheets of Seller and the Companies as of December 31, 2006 and 2005, and the audited consolidated statements (including of income and cash flows of Seller and the related notes and schedules thereto) Companies for the years ended December 31, 20162006 and 2005, 2015 and 2014, accompanied by together with the unqualified audit reports notes to such financial statements (such balance sheet as of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 2006, is referred to herein as the “Balance Sheet”, and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, 2006 is referred to herein as the “Audited Balance Sheet Date”, and the financial statements described in this clause (i) are collectively referred to herein as the “Historical Financial Statements”) ), and (ii) the unaudited interim consolidated balance sheet of Seller and the Companies as of September 30, 2007, and the unaudited consolidated statements of income and cash flows of Seller and each Company for the three (3) quarters ended September 30, 2007 (such balance sheet as of September 30, 2007 is referred to herein as the “Interim Balance Sheet”, September 30, 2007 is referred to herein as the “Interim Balance Sheet Date”, the financial statements described in this clause (including the related notes and schedules theretoii) for the six months ended June 30, 2017 (are collectively referred to herein as the “Unaudited Interim Financial Statements” ”, and all of the financial statements described in this sentence are collectively with the Audited Financial Statements, referred to herein as the “Financial Statements”). The Financial Statements Each balance sheet (including any related notes and schedules theretonotes) are accurate and complete included in all material respects and the Financial Statements presents fairly present in all material respects the financial condition position of the Companies as of the date thereof, and each income statement (including any related notes) and cash flow statement included in the Financial Statements presents fairly in all material respects the results of operations, changes in shareholders’ equity, operations and cash flows flow, respectively, of HCBF and its consolidated Subsidiaries as of the respective dates of and Companies for the periods referred to in such financial statements, all in accordance with GAAP, consistently appliedperiod set forth therein, subject, in the case of the Unaudited Interim Financial Statements, to normal, recurring normal year-end adjustments (the effect of which has adjustments will not had, and would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effect with respect to HCBFmaterial) and the absence lack of notes footnotes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements)other presentation items. No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies Each of the Financial Statements has been prepared in accordance with the Historical Policies. Each of the Historical Financial Statements has been audited by the Companies’ independent public accountants. The books, records and accounts of each Company are set forth correct and complete in HCBF Disclosure Schedule 3.07(a)all material respects, represent actual, bona fide transactions and have been maintained in accordance with sound business and accounting practices.

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies Set forth on Section 3.10(a) of HCBF’s the Seller Disclosure Schedule is a copy of (i) the audited consolidated financial statements (including balance sheets, statements of income, statements of cash flows and statements of stockholders’ equity) of ISP, its Subsidiaries and the related notes and schedules thereto) Excluded Subsidiaries for the fiscal years ended December 31, 20162009 and 2010 (the “ISP Financial Statements”), 2015 (ii) the audited consolidated financial statements (balance sheets, statements of income, statements of cash flows and 2014statements of member’s equity) of ISP Chemco LLC and its subsidiaries (collectively, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (“ISP Chemco”) for the fiscal years ended December 31, 2016 2008, 2009 and 2015) and Hacker, Xxxxxxx & Xxxxx PA 2010 (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “ISP Chemco Audited Financial Statements”) and (iiiii) the unaudited interim consolidated financial statements (including the related notes balance sheet, statement of income and schedules theretostatement of cash flow of ISP Chemco) for the six three months ended June 30April 3, 2017 2011 (the “ISP Chemco Unaudited Financial Statements” ”, and collectively together with the ISP Chemco Audited Financial Statements, the “ISP Chemco Financial Statements”). The ISP Financial Statements (including any related notes have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and schedules thereto) are accurate and complete fairly present, in all material respects and fairly present in all material respects respects, the consolidated financial condition and the results of operations, changes in shareholdersstockholders’ equity, and comprehensive income (loss) and/or changes in cash flows of HCBF ISP, its Subsidiaries and its consolidated the Excluded Subsidiaries as of the respective dates of and for thereof or the periods referred to in such financial statementsthen ended, all as applicable. The ISP Chemco Financial Statements have been prepared in accordance with GAAPGAAP consistently applied throughout the periods covered thereby and fairly present, consistently appliedin all material respects, subjectthe consolidated financial condition and results of operations, changes in member’s equity, comprehensive income (loss) and changes in cash flows of ISP Chemco as of the dates thereof or the periods then ended, as applicable, subject in the case of the ISP Chemco Unaudited Financial Statements, to normal, normal recurring year-end adjustments (the effect of which has adjustments. ISP Chemco does not had, and would not reasonably be expected to have, individually directly or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor indirectly own any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies capital stock of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)Excluded Subsidiaries.

Financial Statements; Internal Controls. (a) HCBF FPB has previously delivered or made available to CenterState FBMS copies of HCBFFPB’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162017, 2015 2016 and 20142015, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx Postlethwaite & Xxxxx PA (for the year ended December 31, 2014), in each caseNxxxxxxxxxx, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 2018 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF FPB and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBFFPB) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBFFPB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFFPB. The audits of HCBF FPB have been conducted in accordance with GAAP. Since December 31, 20162017, neither HCBF FPB nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162017. True, correct and complete copies of the Financial Statements are set forth in HCBF FPB Disclosure Schedule 3.07(a).

Financial Statements; Internal Controls. (a) HCBF SCB has previously delivered or made available to CenterState SMBK copies of HCBFSCB’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162020, 2015 2019 and 20142018, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31PYA, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each caseP.C., independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six three months ended June 30March 31, 2017 2021 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF SCB and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBFSCB) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBFSCB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFSCB. The audits of HCBF SCB have been conducted in accordance with GAAP. Since December 31, 20162020, neither HCBF SCB nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162020. True, correct correct, and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)have been provided to SMBK prior to the date hereof.

Financial Statements; Internal Controls. (ae) HCBF has previously delivered or made available to CenterState Complete copies of HCBFthe Company’s (i) audited consolidated financial statements (including consisting of the statement of financial condition of the Company as at December 31 in each of the years 2011, 2012 and 2013 and the related notes statements of income, cash flows, partners equity and schedules thereto) changes in liabilities subordinated to claims of general creditors for the years then ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “Audited Financial Statements”) ), and (ii) unaudited interim consolidated financial statements (including consisting of the statement of financial condition of the Company as at August 31, 2014 and the related notes and schedules thereto) statements of income for the six months eight-month period then ended June 30, 2017 (the “Unaudited Interim Financial Statements” and collectively together with the Audited Financial Statements, the “Financial Statements”)) have been made available to the LP Buyer. The Financial Statements (including any related notes and schedules theretoi) are accurate and complete in all material respects and present fairly present in all material respects the financial condition position of the Company as of the dates designated therein and the results of operations, changes in shareholders’ equity, operations and cash flows of HCBF and its consolidated Subsidiaries as of the respective dates of and for the periods referred designated therein and, in the case of the Audited Financial Statements only, the cash flows, partners equity and changes in liabilities subordinated to in such financial statementsclaims of general creditors, all and (ii) were prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods indicated, consistently appliedexcept as disclosed in the notes thereto, subject, in the case of the Unaudited Interim Financial Statements, to normal, recurring normal year-end adjustments (the effect adjustments, none of which has not hadare expected by the Company to be material, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFnotes. The audits audited balance sheet of HCBF have been conducted in accordance with GAAP. Since the Company as of December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP 2013 is referred to be set forth on its consolidated herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet or in of the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course Company as of Business since December August 31, 2016. True, correct 2014 is referred to herein as the “Interim Balance Sheet” and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)date thereof as the “Interim Balance Sheet Date”.

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies of HCBF’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx Cxxxx Hxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx Jxxxxxx & Xxxxx Sxxxx PA (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a).

Financial Statements; Internal Controls. (a) HCBF LBC has previously delivered or made available to CenterState CBAN copies of HCBFLBC’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162017, 2015 2016 and 20142015, accompanied by the unqualified audit reports of Xxxxxx Xxxxxx Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each caseLLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six nine months ended June September 30, 2017 2018 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF LBC and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBFLBC) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBFLBC’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFLBC. The audits of HCBF LBC have been conducted in accordance with GAAP. Since December 31, 20162017, neither HCBF LBC nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162017. True, correct and complete copies of the Financial Statements are set forth in HCBF LBC Disclosure Schedule 3.07(a).

Financial Statements; Internal Controls. (a) HCBF has previously delivered Section 3.5(a) of the Company Disclosure Letter sets forth or made available to CenterState copies of HCBF’s will, upon delivery in accordance with Section 5.5(a), set forth (i) the audited consolidated financial statements (including balance sheets of the related notes Company and schedules thereto) for the years ended its Subsidiaries as of December 31, 20162019 and the audited consolidated statement of operations, 2015 statements of comprehensive income (loss), statements of stockholders’ equity and 2014, accompanied by statements of cash flows of the unqualified audit reports of Xxxxx Xxxxxxx LLP (Company and its Subsidiaries for the years ended December 31same period, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA together with the auditor’s reports thereon (for the year ended December 31, 2014), in each case, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) the unaudited interim consolidated financial statements (including balance sheets of the related notes Company and schedules thereto) for the six months ended June its Subsidiaries as of September 30, 2017 2020 and the unaudited consolidated statement of operations and statement of cash flows of the Company and its Subsidiaries as of September 30, 2020 (the “Unaudited Financial Statements” and collectively and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete present fairly, in all material respects and fairly present in all material respects respects, the consolidated financial condition and the position, results of operations, income (loss), changes in shareholders’ equity, equity and cash flows of HCBF the Company and its consolidated Subsidiaries as of the respective dates of and for the periods referred to indicated in such financial statements, all in accordance with GAAP, consistently applied, subjectFinancial Statements (except, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and for the absence of notes and schedules footnotes (that, which if presented, presented would not differ materially from those included presented in the Audited Financial Statementsmost recent year-end financial statements) and other presentation items and normal year-end adjustments). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included , in the consolidated financial statements of HCBF. The audits of HCBF have been conducted each case, in accordance conformity with GAAP. Since December 31, 2016consistently applied during the periods involved, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or and were derived from, and accurately reflect in all material respects, the notes thereto except for liabilities reflected or reserved against in the Financial Statements books and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies records of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)Company and its Subsidiaries.

Financial Statements; Internal Controls. (a) HCBF FFB has previously delivered or made available to CenterState FBMS copies of HCBFFFB’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2018, 2017 and 2016, 2015 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31Saltmarsh, 2016 and 2015) and HackerCxxxxxxxxx & Gund, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each caseP.A., independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six three months ended June 30March 31, 2017 2019 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operationscondition, income, comprehensive income, changes in shareholdersstockholders’ equity, and cash flows of HCBF FFB and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBFFFB) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBFFFB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBFFFB. The audits of HCBF FFB have been conducted in accordance with GAAP. Since December 31, 20162018, neither HCBF FFB nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and Statements, current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True2018, correct and complete copies of or liabilities incurred in connection with the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)transactions contemplated by this Agreement.

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies Attached as Section 2.7 of HCBF’s the Company Disclosure Schedule are (i) the audited consolidated financial balance sheets, statements (including of income and stockholders’ equity and statements of cash flows of the related notes Company as of and schedules thereto) for the fiscal years ended December 31, 2016, 2015 2013 and 2014, accompanied by the unqualified audit reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 2012 and 2015(ii)(1) the unaudited balance sheet of Company (the “Company Balance Sheet”) as of May 31, 2014 (the “Company Balance Sheet Date”) and Hacker(2) the unaudited consolidated statements of income, Xxxxxxx & Xxxxx PA (stockholders’ equity and cash flows for the year five-month period ended December May 31, 2014), in each casethe case of (i) above, independent registered accountants together with the notes to such financial statements (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2017 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements (including any related notes and schedules theretoi) are accurate consistent with the books and complete records of the Company; (ii) have been prepared in all material respects accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present in all material respects the financial condition and the position, results of operationsincome, changes in shareholdersstockholders’ equity, equity and cash flows of HCBF the Company and its the Company Subsidiaries on a consolidated Subsidiaries basis as of the respective dates of and indicated therein or for the periods referred indicated therein, subject to normal year-end adjustments and the absence of footnotes in such financial statements, all the case of the unaudited Company Financial Statements. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, consistently applied, subject, except as expressly specified in the case applicable statement of operations or notes thereto. The books of account of the Unaudited Financial Statements, to normal, recurring year-end adjustments (Company accurately reflect the effect Company’s items of which has not had, income and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) expense and the absence of notes all assets and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF liabilities and accruals that properly should have been conducted reflected therein in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or consistently applied throughout the periods covered thereby except as disclosed in the notes thereto except for liabilities reflected Company Financial Statements. The Company has provided or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete made available to Parent copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)all material correspondence with its independent certified accountants since January 1, 2011.

Financial Statements; Internal Controls. (a) HCBF has previously delivered or made available to CenterState copies of HCBF’s Attached as Schedule 4.4 are (i) audited consolidated financial balance sheets for each Manager at December 31, 2001, 2002 and 2003 (provided such entities were in existence as of such date) and audited statements (including the related notes of income, changes in owners' equity and schedules thereto) cash flow for the fiscal years ended December 31, 20162001, 2015 2002 and 20142003 (or such shorter periods as such entities have been in existence) (such financial statements, accompanied by including the unqualified audit reports footnotes contained therein, the "Manager Audited Financial Statements"), (ii) unaudited balance sheets for each Manager at June 30, 2004 and unaudited statements of Xxxxx Xxxxxxx LLP (income for the years ended six months ending on June 30, 2004 (the "Manager Unaudited Financial Statements"), (iii) an audited balance sheet for the Advisor at December 31, 2016 2003 and 2015) audited statements of income, changes in owners' equity and Hacker, Xxxxxxx & Xxxxx PA (cash flow for the fiscal year ended December 31, 2014)2003 (such financial statements, in each case, independent registered accountants (collectivelyincluding the footnotes contained therein, the “"Advisor Audited Financial Statements”) "; and, together with the Manager Audited Financial Statements, the "Audited Financial Statements"), and (iiiv) an unaudited interim consolidated financial balance sheet for the Advisor at June 30, 2004 and unaudited statements (including the related notes of income and schedules thereto) changes in owners' equity for the six months ended June 30, 2017 2004 (the “"Advisor Unaudited Financial Statements” "; and collectively together with the Audited Manager Unaudited Financial Statements, the “"Unaudited Financial Statements”"). The Audited Financial Statements and Unaudited Financial Statements are collectively referred to herein as the "Service Provider Financial Statements." The Service Provider Financial Statements and the Supplemental Financial Statements (including including, in each case, any related notes thereto if required by GAAP) have been prepared or (when delivered) will be prepared in accordance with GAAP and schedules thereto) are accurate and complete fairly present, in all material respects and fairly present in all material respects respects, the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF and its consolidated Subsidiaries such Service Provider as of the respective dates and the results of operations and cash flows of such Service Provider for the respective periods referred to in such financial statementsthen ended, all in accordance with GAAP, consistently appliedas applicable, subject, in the case of the Unaudited Financial Statementsunaudited statements, to normal, normal or recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBF) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Financial Statements). No financial statements of any entity or enterprise other than the HCBF’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAP. Since December 31, 2016, neither HCBF nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2016. True, correct and complete copies of the Financial Statements are set forth in HCBF Disclosure Schedule 3.07(a)adjustments.

Financial Statements; Internal Controls. (a) HCBF HTB has previously delivered or made available to CenterState BFC copies of HCBFHTB’s (i) audited annual consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20162021, 2015 2020 and 20142019, accompanied by the unqualified audit compilation reports of Xxxxx Xxxxxxx LLP (for the years ended December 31, 2016 and 2015) and Hacker, Xxxxxxx & Xxxxx PA (for the year ended December 31, 2014), in each caseWxxxxx LLP, independent registered accountants (collectively, the “Audited Annual Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six three months ended June 30March 31, 2017 2022 (the “Unaudited Interim Financial Statements” and collectively with the Audited Annual Financial Statements, the “Financial Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of HCBF HTB and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Interim Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to HCBFHTB) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Audited Annual Financial Statements). No financial statements of any entity or enterprise other than the HCBFHTB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of HCBF. The audits of HCBF have been conducted in accordance with GAAPHTB. Since December 31, 20162021, neither HCBF HTB nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20162021. True, correct and complete copies of the Financial Statements are set forth in HCBF HTB Disclosure Schedule 3.07(a).