Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) FFB has previously delivered or made available to FBMS copies of FFB’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2018, 2017 and 2016, accompanied by the unqualified audit reports of Saltmarsh, Cxxxxxxxxx & Gund, P.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 three months ended March 31, 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, income, comprehensive income, changes in stockholders’ equity, and cash flows of 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 FFB) 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 FFB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of FFB. The audits of FFB have been conducted in accordance with GAAP. Since December 31, 2018, neither 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, current liabilities incurred in the Ordinary Course of Business since December 31, 2018, or liabilities incurred in connection with the transactions contemplated by this Agreement. (b) The records, systems, controls, data and information of FFB and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FFB or its Subsidiaries or accountants (including all means of access thereto and therefrom). FFB and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP for a non-public company that does not file reports under the Exchange Act and that has assets less than $500 million. (c) Except as set forth in FFB Disclosure Schedule 3.07(c), since January 1, 2016, neither FFB nor any of its Subsidiaries nor, to FFB’s Knowledge, any director, officer, employee, auditor, accountant or representative of FFB or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of FFB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FFB or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Financial Statements; Internal Controls. (a) FFB has previously delivered or made available to FBMS copies Attached as Section 2.7 of FFB’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, 20182013 and December 31, 2017 2012 and 2016(ii)(1) the unaudited balance sheet of Company (the “Company Balance Sheet”) as of May 31, accompanied by 2014 (the unqualified audit reports “Company Balance Sheet Date”) and (2) the unaudited consolidated statements of Saltmarshincome, Cxxxxxxxxx & Gundstockholders’ equity and cash flows for the five-month period ended May 31, P.A.2014, independent registered accountants in the case of (i) above, 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 three months ended March 31, 2019 (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 conditionposition, results of income, comprehensive income, changes in stockholders’ equity, equity and cash flows of FFB 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 FFB) 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 FFB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of FFB. The audits of FFB liabilities and accruals that properly should have been conducted reflected therein in accordance with GAAP. Since December 31, 2018, neither 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 consistently applied throughout the periods covered thereby except as disclosed in the notes thereto except for liabilities reflected or reserved against in the Company Financial Statements. The Company has provided or made available to Parent copies of all material correspondence with its independent certified accountants since January 1, current liabilities incurred in the Ordinary Course of Business since December 31, 2018, or liabilities incurred in connection with the transactions contemplated by this Agreement2011. (b) The records, systems, controls, data Company and information of FFB and its the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FFB or its Subsidiaries or accountants (including all means of access thereto and therefrom). FFB and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of over financial reporting that provides reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect, in all material respects, the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for a non-public company that does not file reports under the Exchange Act assets and that has assets less than $500 million. liabilities of the Company and the Company Subsidiaries; and (civ) Except as set forth in FFB Disclosure Schedule 3.07(c)there is prevention or timely detection of the unauthorized acquisition, since January 1, 2016, neither FFB nor any of its Subsidiaries nor, to FFB’s Knowledge, any director, officer, employee, auditor, accountant or representative of FFB or any of its Subsidiaries has receiveduse, or otherwise had disposition of assets of the Company and the Company Subsidiaries that would have a material effect on the Company’s financial statements. No significant deficiency or obtained Knowledge ofmaterial weakness was identified in management’s assessment of internal controls as of May 31, 2014, nor has any material complaint, allegation, assertion such deficiency or claim regarding the accounting or auditing practices, procedures, methodologies or methods of FFB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FFB or any of its Subsidiaries has engaged in questionable accounting or auditing practicesweakness since been identified.

Financial Statements; Internal Controls. (a) FFB LBC has previously delivered or made available to FBMS CBAN copies of FFBLBC’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20182017, 2017 2016 and 20162015, accompanied by the unqualified audit reports of Saltmarsh, Cxxxxxxxxx & Gund, P.A.Xxxxxx Xxxxxx Xxxxx 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 three nine months ended March 31September 30, 2019 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, income, comprehensive incomecondition and the results of operations, changes in stockholdersshareholders’ equity, and cash flows of FFB 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 FFBLBC) 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 FFBLBC’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of FFBLBC. The audits of FFB LBC have been conducted in accordance with GAAP. Since December 31, 20182017, neither FFB 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, Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20182017. True, or liabilities incurred correct and complete copies of the Financial Statements are set forth in connection with the transactions contemplated by this AgreementLBC Disclosure Schedule 3.07(a). (b) The records, systems, controls, data and information of FFB LBC and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FFB LBC or its Subsidiaries or accountants (including all means of access thereto and therefrom). FFB LBC and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP for GAAP. LBC has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of LBC (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect LBC’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a non-public company that does not file reports under the Exchange Act and that has assets less than $500 millionsignificant role in LBC’s internal control over financial reporting. (c) Except as set forth in FFB LBC Disclosure Schedule 3.07(c), since January 1, 20162015, neither FFB LBC nor any of its Subsidiaries nor, to FFBLBC’s Knowledge, any director, officer, employee, auditor, accountant or representative of FFB LBC or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of FFB LBC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FFB LBC or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Financial Statements; Internal Controls. (a) FFB SWBS has previously delivered or made available to FBMS copies of FFBSWBS’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20182016, 2017 2015 and 20162014, accompanied by the unqualified audit reports of SaltmarshXxxxxxx and Xxxxxxx, Cxxxxxxxxx & Gund, P.A.LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the three six months ended March 31June 30, 2019 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, income, comprehensive incomecondition and the results of operations, changes in stockholdersshareholders’ equity, and cash flows of FFB 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 FFBSWBS) 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 FFBthe SWBS’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of FFBSWBS. The audits of FFB SWBS have been conducted in accordance with GAAP. Since December 31, 20182016, neither FFB 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, Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20182016. True, or liabilities incurred correct and complete copies of the Financial Statements are set forth in connection with the transactions contemplated by this AgreementSWBS Disclosure Schedule 3.07(a). (b) The records, systems, controls, data and information of FFB SWBS and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FFB SWBS or its Subsidiaries or accountants (including all means of access thereto and therefrom). FFB SWBS and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP for GAAP. SWBS has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SWBS (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SWBS’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a non-public company that does not file reports under the Exchange Act and that has assets less than $500 millionsignificant role in SWBS’s internal control over financial reporting. (c) Except as set forth in FFB SWBS Disclosure Schedule 3.07(c)3.07, since January 1, 20162014, neither FFB SWBS nor any of its Subsidiaries nor, to FFBSWBS’s Knowledge, any director, officer, employee, auditor, accountant or representative of FFB SWBS or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of FFB SWBS or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FFB SWBS or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Financial Statements; Internal Controls. (a) FFB DBI has previously delivered or made available to FBMS BFC copies of FFBDBI’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2020, 2019 and 2018, 2017 and 2016, accompanied by the unqualified audit reports of SaltmarshXxxxxx & Xxxxx, Cxxxxxxxxx & Gund, P.A.PLLC, 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 three nine months ended March 31September 30, 2019 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, income, comprehensive incomecondition and the results of operations, changes in stockholdersshareholders’ equity, and cash flows of FFB 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 FFBDBI) 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 FFBDBI’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of FFBDBI. The audits of FFB DBI have been conducted in accordance with GAAP. Since December 31, 20182020, neither FFB 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, Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20182020. True, or liabilities incurred correct and complete copies of the Financial Statements are set forth in connection with the transactions contemplated by this AgreementDBI Disclosure Schedule 3.07(a). (b) The records, systems, controls, data and information of FFB DBI and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FFB DBI or its Subsidiaries or accountants (including all means of access thereto and therefrom). FFB DBI and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP for GAAP. DBI has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of DBI (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect DBI’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a non-public company that does not file reports under significant role in DBI’s internal control over financial reporting. DBI has made available to BFC a summary of any such disclosure made by management to the Exchange Act and that has assets less than $500 millionauditor and/or audit committee of BFC or any Subsidiary. (c) Except as set forth in FFB DBI Disclosure Schedule 3.07(c), since January 1, 20162018, neither FFB DBI nor any of its Subsidiaries nor, to FFBDBI’s Knowledge, any director, officer, employee, auditor, accountant or representative of FFB DBI or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of FFB DBI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FFB DBI or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (d) The most recent Financial Statements as of the date hereof reflect an adequate reserve, in accordance with GAAP, for all Taxes payable by DBI and its Subsidiaries for all taxable periods through the date of such Financial Statements. Since December 31, 2020, neither DBI nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary Course of Business.

Financial Statements; Internal Controls. (a) FFB BBI has previously delivered or made available to FBMS copies of FFBBBI’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 20182021, 2017 2020 and 20162019, accompanied by the unqualified audit reports of SaltmarshXxxxxxx & Xxxxxxx, Cxxxxxxxxx & Gund, P.A.LLC, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the three months ended March 31, 2019 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, income, comprehensive incomecondition and the results of operations, changes in stockholdersshareholders’ equity, and cash flows of FFB 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 FFB) 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 FFBthe BBI’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of FFBBBI. The audits of FFB BBI have been conducted in accordance with GAAP. Since December 31, 20182019, neither FFB 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, Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 20182019. True, or liabilities incurred correct and complete copies of the Financial Statements are set forth in connection with the transactions contemplated by this AgreementBBI Disclosure Schedule 3.07(a). (b) The records, systems, controls, data and information of FFB BBI and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FFB BBI or its Subsidiaries or accountants (including all means of access thereto and therefrom), except to the extent such records are stored and maintained by third-party data processors. FFB BBI and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP for GAAP. BBI has disclosed, based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of BBI (i) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect BBI’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a non-public company that does not file reports under the Exchange Act and that has assets less than $500 millionsignificant role in BBI’s internal control over financial reporting. (c) Except as set forth in FFB Disclosure Schedule 3.07(c), since Since January 1, 20162019, neither FFB BBI nor any of its Subsidiaries nor, to FFBBBI’s Knowledge, any director, officer, employee, auditor, accountant or representative of FFB BBI or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of FFB BBI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FFB BBI or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Financial Statements; Internal Controls. (a) FFB has previously delivered or made available to FBMS copies Attached as Section 2.7 of FFB’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, 20182015 and December 31, 2017 2014 and 2016(ii)(1) the unaudited consolidated balance sheet of Company (the “Company Balance Sheet”) as of May 31, accompanied by 2016 (the unqualified audit reports “Company Balance Sheet Date”) and (2) the unaudited consolidated statements of Saltmarshincome, Cxxxxxxxxx & Gundshareholders’ equity and cash flows for the five-month period ended on the Company Balance Sheet Date, P.A., 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 three months ended March 31, 2019 (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 conditionposition, results of income, comprehensive income, changes in stockholdersshareholders’ equity, equity and cash flows of FFB 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 FFB) 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 FFB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of FFB. The audits of FFB expense and all assets and liabilities and accruals that properly should have been conducted reflected therein in accordance with GAAP. Since December 31, 2018, neither 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 consistently applied throughout the periods covered thereby except as disclosed in the notes thereto except for liabilities reflected or reserved against in the Company Financial Statements. The Company and the Company Subsidiaries have provided or made available to Parent copies of all material written correspondence with their independent certified accountants since January 1, current liabilities incurred in the Ordinary Course of Business since December 31, 2018, or liabilities incurred in connection with the transactions contemplated by this Agreement2014. (b) The records, systems, controls, data Each of the Company and information of FFB and its the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FFB or its Subsidiaries or accountants (including all means of access thereto and therefrom). FFB and its Subsidiaries have devised and maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of over financial reporting that provides reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries, respectively; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP and to maintain accountability for a non-public company that does not file reports under the Exchange Act assets and that has assets less than $500 million. liabilities of the Company and the Company Subsidiaries, respectively; and (civ) Except as set forth in FFB Disclosure Schedule 3.07(c)there is prevention or timely detection of the unauthorized acquisition, since January 1, 2016, neither FFB nor any of its Subsidiaries nor, to FFB’s Knowledge, any director, officer, employee, auditor, accountant or representative of FFB or any of its Subsidiaries has receiveduse, or otherwise had disposition of assets of the Company or obtained Knowledge ofthe Company Subsidiaries that would affect the Company’s consolidated financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of December 31, 2015, nor has any material complaint, allegation, assertion such deficiency or claim regarding the accounting or auditing practices, procedures, methodologies or methods of FFB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FFB or any of its Subsidiaries has engaged in questionable accounting or auditing practicesweakness since been identified.

Financial Statements; Internal Controls. (a) FFB has previously delivered or made available to FBMS copies of FFB’s (i) The audited consolidated balance sheets and related statements of financial position, audited statements (including of comprehensive income, statements of changes in shareholders’ equity and statements of cash flows of the related notes and schedules thereto) Company for the years period ended December March 31, 2018, 2017 and 2016, accompanied by the unqualified audit reports of Saltmarsh, Cxxxxxxxxx & Gund, P.A., independent registered accountants 2023 (collectively, the “Audited Financial Statements”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the Public Company Accounting Oversight Board and applicable Law. Prior to the date hereof, true, complete and correct copies of the Audited Financial Statements, and the accompanying independent auditors’ report, as applicable, have been made available to Acquiror. (b) Prior to the date hereof the Company has made available to Acquiror true, complete and (ii) correct copies of the unaudited interim consolidated financial balance sheets and related unaudited consolidated statements (including of income, shareholders’ equity and cash flows of the related notes and schedules thereto) for Company as of the three months ended March 31, 2019 Balance Sheet Date (the “Unaudited Financial Statements” and collectively and, together with the Audited Financial Statements, the “Financial Statements”). Subject to notes and normal year-end audit adjustments that are not material in amount or effect, the Unaudited Financial Statements were prepared in accordance with the standards, principles and practices specified in the Audited Financial Statements and, subject thereto, in accordance with applicable Law and show a true and fair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of the Company as of the Balance Sheet Date and (ii) the profits and losses and cash flow of the Company for the nine (9)-month period ended as of the Balance Sheet Date. (c) The Financial Statements (including any related were derived from the books and records of the Company and prepared in accordance with GAAP, except as may be indicated in the notes thereto and schedules thereto) are accurate and complete using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements of the Company since the Company’s inception. The Financial Statements fairly present in all material respects the assets, liabilities, cash flow and financial condition, income, comprehensive income, changes in stockholders’ equity, condition and cash flows results of FFB and its consolidated Subsidiaries operations of the Company as of the respective dates of times and for the periods referred to in such financial statementstherein. Since the Balance Sheet Date, all in accordance with GAAP, consistently applied, subject, the Company has not made any material change 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 accounting practices or policies applied in the aggregate, a Material Adverse Effect with respect to FFB) and the absence preparation 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 FFB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of FFB. The audits of FFB have been conducted in accordance with GAAP. Since December 31, 2018, neither 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, current liabilities incurred in the Ordinary Course of Business since December 31, 2018, except as required by applicable Law or liabilities incurred in connection with the transactions contemplated by this AgreementGAAP. (bd) The records, systems, controls, data and information of FFB and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FFB or its Subsidiaries or accountants (including all means of access thereto and therefrom). FFB and its Subsidiaries have devised and maintain Company maintains a system of accounting and internal accounting controls sufficient designed to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of the financial statements of the Company in accordance in all material respects with GAAP. Since the Company’s inception, the Company (including the Company’s personnel and independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) has not identified nor been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves management of the Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoing. The Financial Statements, when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with GAAP for a non-public company that does not file reports under Section 7.02, will comply in all material respects with the Exchange applicable accounting requirements and with the rules and regulations of the SEC and the Securities Act and that has assets less than $500 millionin effect as of such date. (c) Except as set forth in FFB Disclosure Schedule 3.07(c), since January 1, 2016, neither FFB nor any of its Subsidiaries nor, to FFB’s Knowledge, any director, officer, employee, auditor, accountant or representative of FFB or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of FFB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FFB or any of its Subsidiaries has engaged in questionable accounting or auditing practices.