Common use of Financial Statements; Regulatory Reports Clause in Contracts

Financial Statements; Regulatory Reports. 4.6.1. Synergy has previously made available to NYB the Synergy Regulatory Reports. The Synergy Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.2. Synergy has previously made available to NYB the Synergy Financial Statements. The Synergy Financial Statements have been consistently prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At the date of each balance sheet included in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements; Regulatory Reports. 4.6.15.6.1. Synergy NYB has previously made available to Synergy the NYB the Synergy Regulatory Reports. The Synergy NYB Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.25.6.2. Synergy NYB has previously made available to Synergy the NYB the Synergy Financial Statements. The Synergy NYB Financial Statements have been consistently prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments), ) the consolidated financial position, results of operations and cash flows of Synergy NYB and the Synergy NYB Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.35.6.3. At the date of each balance sheet included in the Synergy NYB Financial Statements or the Synergy NYB Regulatory Reports, Reports neither Synergy NYB nor Synergy New York Community Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy NYB Financial Statements or in the footnotes thereto or the Synergy NYB Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice and practice, subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements; Regulatory Reports. 4.6.11. Synergy Franklin has previously furnished to Fifth Third its audited, consolidated balance sheet, statement of operations and statement of shareholders' equity and cash flows as of December 31, 2001, and for the year then ended, together with the opinion of its independent certified public accountants associated therewith. Franklin has made available to NYB Fifth Third the Synergy Regulatory ReportsCall Reports as filed with the Office of the Comptroller of the Currency (the "OCC") of the Bank Subsidiary as of December 31, 1999, 2000 and 2001. The Synergy Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.2. Synergy Franklin has previously also made available to NYB Fifth Third (i) its unaudited, consolidated condensed financial statements as of and for the Synergy Financial Statements. The Synergy Financial Statements have been consistently prepared in accordance with GAAPquarter ended March 31, 2002, and (including ii) the related notes where applicable) Bank Call Report as filed with the OCC for the quarter ended March 31, 2002. Such audited and unaudited consolidated financial statements of Franklin fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments), the consolidated financial positioncondition, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis Franklin as of the date thereof, and for the respective years or periods ending on covered thereby, in conformity with generally accepted accounting principles ("GAAP"), consistently applied (except as stated therein and except for the omission of notes to unaudited statements and except for normal (in nature and amount) year-end adjustments to interim results). There are no material liabilities, obligations or indebtedness of Franklin or any of the Franklin Subsidiaries required to be disclosed in the financial statements (or in the footnotes to the financial statements) so furnished other than the liabilities, obligations or indebtedness disclosed in such financial statements (including footnotes). Since March 31, 2002, Franklin and the Franklin Subsidiaries have not incurred any liabilities outside the ordinary course of business consistent with past practice. 2. The financial statements of Franklin to be provided to Fifth Third pursuant to Section V.D.3. hereof will fairly present, as applicable, the consolidated financial condition, results of operations and cash flows of Franklin as of the dates thereofthereof and for the years or periods covered thereby, in accordance conformity with GAAP during the periods involvedGAAP, consistently applied (for quarterly financial statements only and except as indicated stated therein and except for the omission of notes to unaudited statements and except for normal (in nature and amount) year-end adjustments to interim results). 3. Franklin has made available to Fifth Third an accurate and complete copy (including all exhibits and all documents incorporated by reference) of each of the notes theretofollowing documents as filed by Franklin with the Securities and Exchange Commission ("SEC"): (a) each final registration statement, prospectus, report, schedule and definitive proxy statement filed since January 1, 2000 by Franklin or any Franklin Subsidiary with the SEC, pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934 (the "Exchange Act") (the "Franklin Reports"), and (b) each communication mailed by Franklin to its stockholders since January 1, 2000. Since January 1, 2000, Franklin has timely filed (and will timely file after the date of this Agreement) all reports and other documents required to be filed by it under the Securities Act and the Exchange Act, and, as of their respective dates, all such reports complied (and, in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At all reports and other documents filed after the date of each balance sheet included this Agreement, will comply) in all material respects with the Synergy Financial Statements published rules and regulations of the SEC with respect thereto. As of the date of filing or the Synergy Regulatory Reports, neither Synergy nor Synergy Bankmailing, as applicablethe case may be, had no such registration statement, prospectus, report or proxy statement contained (and no registration statement, prospectus, report or proxy statement filed or mailed after the date of this Agreement will contain) any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) untrue statement of a type material fact or omitted to state any material fact required to be reflected stated therein or necessary in such Synergy Financial Statements order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but filed before the date hereof) shall be deemed to modify information as of an earlier date. No event has occurred subsequent to December 31, 2000 which Franklin is required to describe in a Current Report on Form 8-K other than the Current Reports heretofore furnished by Franklin to Fifth Third. None of the Franklin Subsidiaries has any class of securities registered, or is obligated to register any class of securities, under Section 12 of the Exchange Act. 4. Franklin and the Franklin Subsidiaries have filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 1999 with any applicable industry self-regulatory organization or stock exchange ("SRO") and any other federal, state, local or foreign governmental or regulatory agency or authority (collectively with the SEC and the SROs, "Regulatory Agencies"), and all material other reports, registrations and statements required to be filed by them since January 1, 1999, including, without limitation, any material report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of Franklin and the Franklin Subsidiaries, or as set forth in the Disclosure Schedule, no Regulatory Agency has initiated any proceeding or, to the Knowledge of Franklin, investigation into the business or operations of Franklin or the footnotes thereto Franklin Subsidiaries since January 1, 1999. To the Knowledge of Franklin, there is no unresolved violation, or material criticism or exception, by any bank Regulatory Agency with respect to any report, registration or statement relating to any examinations of Franklin or the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in Franklin Subsidiaries. As used herein, the term "Knowledge" as used with respect to an entity (including references to such entity being aware of a footnote thereto, except for liabilities, obligations particular matter) shall mean the actual personal knowledge of each of the executive officers of such entity and loss contingencies which are not material individually or in the aggregate or which are incurred such knowledge as such individual would reasonably be expected to obtain upon completion of a reasonable investigation of materials pertinent to such subject matter as would be available to such individual in the ordinary course of business, consistent with past practice and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotesperforming his or her duties for such entity.

Financial Statements; Regulatory Reports. 4.6.1(i) Professional has delivered or made available (which shall include access to the following by electronic data room, located at hxxxx://xxxxxxxx.xxxxxxxxxx.xxx/xxx/?clientID=1#workspace/12843675/documents) to Seacoast true and complete copies of (A) all monthly reports and financial statements of Professional and its Subsidiaries that were prepared for Professional’s or the Bank’s Board of Directors since December 31, 2018, including Professional Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the years ended December 31, 2021 and 2020 of Professional and its Subsidiaries required to file such reports; (C) all call reports and consolidated and parent company only financial statements, including all amendments thereto, made to the Federal Reserve Board since December 31, 2017 of Professional and its Subsidiaries required to file such reports; and (D) Professional’s Annual Report to Shareholders for the years ended 2019, 2020 and 2021 and all subsequent Quarterly Reports to Shareholders. Synergy Professional has previously filed or furnished all Professional SEC Reports, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Professional SEC Reports complied as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Professional SEC Reports, and none of the Professional SEC Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no executive officer of Professional has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Professional SEC Reports. (ii) The Professional Financial Statements, true and correct copies of which have been made available to NYB Seacoast, have been (and all financial statements to be delivered to Seacoast as required by this Agreement will be) prepared in accordance with GAAP applied on a consistent basis throughout the Synergy Regulatory Reportsperiods covered, except, in each case, as indicated in such statements or in the notes thereto or, in the case of any interim financial statements, the absence of notes or customary year-end adjustments thereto. The Synergy Regulatory Reports Professional Financial Statements fairly present (and all financial statements to be delivered to Seacoast as required by this Agreement will fairly present) the financial position, results of operations, changes in shareholders’ equity and cash flows of Professional and its Subsidiaries as of the dates thereof and for the periods covered thereby (subject to, in the case of unaudited statements, recurring audit adjustments normal in nature and amount). All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. Except as set forth in Section 3.3(d)(ii) of the Company Disclosure Letter, as of the date of the latest balance sheet forming part of the Professional Financial Statements (the “Professional’s Latest Balance Sheet”), none of Professional or its Subsidiaries has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the SEC, FDIC, the Federal Reserve Board, the Florida Office of Financial Regulation or other banking regulatory agency or other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Professional or the Bank since January 1, 2019, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the SEC, FDIC, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of the Company to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The Professional Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true and complete copies of which have been made available to Seacoast. Professional and the Bank have timely filed all reports and other documents required to be filed by them with the SEC, FDIC and the Federal Reserve Board, as applicable. The call reports of the Bank and the accompanying schedules as filed with the Federal Reserve Board, for each calendar quarter beginning with the quarter ended March 31, 2019, through the Closing Date have been, and will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. (iii) Each of Professional and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Professional in accordance with GAAP and to maintain accountability for Professional’s consolidated assets; (C) access to Professional’s assets is permitted only in accordance with management’s authorization; (D) the reporting of Professional’s assets is compared with existing assets at regular intervals; and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Such records, systems, controls, data and information of Professional and its Subsidiaries is 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 Professional or its Subsidiaries (including all means of access thereto and therefrom). The corporate record books of Professional and its Subsidiaries are complete and accurate in all material respects and reflect all meetings, consents and other actions of the Boards of Directors and shareholders of Professional and its Subsidiaries. (iv) Except as set forth on Section 3.3(d)(iv) of the Company Disclosure Letter, since January 1, 2019 (including with respect to any ongoing audit of any Professional financial statements), neither Professional nor any Subsidiary nor any current director, officer, nor to Professional’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of Professional or any Subsidiary has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of Professional or any Subsidiary or their respective internal accounting controls. No attorney representing Professional or any Subsidiary, whether or not employed by Professional or any Subsidiary, has reported evidence of a material violation (as such term is interpreted under Section 307 of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Sxxxxxxx-Xxxxx Act”)) of securities laws, breach of fiduciary duty or similar violations by Professional or any Subsidiary or any officers, directors, employees or agents of Professional or any of its Subsidiaries or any committee thereof or to any director or officer of Professional. (v) Professional’s independent public accountants, which have expressed their opinion with respect to the Professional Financial Statements (including the related notes), are and have been throughout the periods covered by such statementsFinancial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Professional within the meaning of Regulation S-X and (C) with respect to Professional, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Professional’s independent public accountants have not resigned (or informed Professional that it intends to resign) or been dismissed as independent public accountants of Professional as a result of or in connection with any disagreements with Professional on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Section 3.3(d) of the Company Disclosure Letter lists all non-audit services performed by Professional’s independent public accountants for the Company since January 1, 2019. 4.6.2. Synergy has previously made available to NYB (vi) There is no transaction, arrangement or other relationship between Professional or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in the Synergy Professional Financial Statements. The Synergy Professional has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect Professional’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Professional’s internal controls. Other than as set forth in the Professional SEC Reports, since December 31, 2019, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of Professional. There is no reason to believe that Professional’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act, without qualification, when next due. (vii) Except as set forth in Section 3.3(d)(vii) of the Company Disclosure Letter, none of Professional or its Subsidiaries has any material Liabilities, except Liabilities which are accrued or reserved against in the Professional Latest Balance Sheet included in Professional’s Financial Statements have been consistently prepared in accordance with GAAP, and (including delivered prior to the related notes where applicable) fairly present in each case in all material respects (subject in the case date of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated this Agreement or reflected in the notes thereto. Except as set forth in Section 3.3(d)(vii) of the Company Disclosure Letter, the Company has not incurred or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At paid any Liability since the date of each balance sheet included the Professional Latest Balance Sheet, except for such Liabilities incurred or paid (A) in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies ordinary course of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports business consistent with past business practice and which are not fully reflected or reserved against therein or fully disclosed in a footnote theretoreasonably likely to have, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate aggregate, a Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Professional is not directly or indirectly liable, by guarantee or otherwise, to assume any Liability or to any Person for any amount in excess of $25,000. Except (x) as reflected in Professional’s Latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which are neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of businessbusiness since January 1, 2019 consistent with past practice and subjector in connection with this Agreement or the transactions contemplated hereby, in the case Professional does not have any Liabilities or obligations of any unaudited statementsnature. Professional has delivered to SBC true and complete Professional Financial Statements as of December 31, to normal, recurring audit adjustments 2021 and the absence Company shall deliver promptly, when available, all subsequent Quarterly Reports. (viii) Prior to the Effective Time, Professional shall deliver to Seacoast true and complete copies of footnotes(A) all monthly reports and financial statements of Professional and its Subsidiaries that were prepared for Professional or the Bank since December 31, 2019, including the Professional 2020 Financial Statements and the 2021 Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the years ended December 31, 2019, 2020 and 2021, of Professional and its Subsidiaries required to file such reports; and (C) Professional’s Annual Report to Shareholders for the years ended 2019, 2020 and 2021 and all subsequent Quarterly Reports to Shareholders, if any.

Financial Statements; Regulatory Reports. 4.6.1. Synergy (i) Business Bank has previously delivered or made available (which shall include access to the following by electronic data room)to Seacoast true and complete copies of (A) all monthly reports and financial statements of Business Bank and its Subsidiaries that were prepared for Business Bank’s or the Bank’s Board of Directors since December 31, 2018, including Business Bank Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the years ended December 31, 2020 and 2019, of Business Bank and its Subsidiaries required to file such reports; (C) all call reports and consolidated and parent company only financial statements, including all amendments thereto, made to the Federal Reserve Board and the FDIC since December 31, 2017 of Business Bank and its Subsidiaries required to file such reports; and (D) Business Bank’s Annual Report to Shareholders for the years ended 2018, 2019 and 2020 and all subsequent Quarterly Reports to Shareholders. (ii) The Business Bank Financial Statements, true and correct copies of which have been made available to NYB Seacoast, have been (and all financial statements to be delivered to Seacoast as required by this Agreement will be) prepared in accordance with GAAP applied on a consistent basis throughout the Synergy Regulatory Reportsperiods covered, except, in each case, as indicated in such statements or in the notes thereto or, in the case of any interim financial statements, the absence of notes or customary year-end adjustments thereto. The Synergy Regulatory Reports Business Bank Financial Statements fairly present (and all financial statements to be delivered to Seacoast as required by this Agreement will fairly present) the financial position, results of operations, changes in shareholders’ equity and cash flows of Business Bank and its Subsidiaries as of the dates thereof and for the periods covered thereby (subject to, in the case of unaudited statements, recurring audit adjustments normal in nature and amount). All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of the Business Bank Financial Statements (the “Business Bank’s Latest Balance Sheet”), none of Business Bank or its Subsidiaries has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the FDIC, the Federal Reserve Board, the Florida Office of Financial Regulation or other banking regulatory agency or other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Business Bank or the Bank since January 1, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the FDIC, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Business Bank to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The Business Bank Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true and complete copies of which have been made available to Seacoast. Business Bank and the Bank have timely filed all reports and other documents required to be filed by them with the FDIC and the Federal Reserve Board. The call reports of the Bank and the accompanying schedules as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2018, through the Closing Date have been, and will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. (iii) Each of Business Bank and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Business Bank in accordance with GAAP and to maintain accountability for Business Bank’s consolidated assets; (C) access to Business Bank’s assets is permitted only in accordance with management’s authorization; (D) the reporting of Business Bank’s assets is compared with existing assets at regular intervals; and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Such records, systems, controls, data and information of Business Bank and its Subsidiaries is 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 Business Bank or its Subsidiaries (including all means of access thereto and therefrom). The corporate record books of Business Bank and its Subsidiaries are complete and accurate in all material respects and reflect all meetings, consents and other actions of the Boards of Directors and shareholders of Business Bank and its Subsidiaries. (iv) Since January 1, 2018, neither Business Bank nor any Subsidiary nor any current director, officer, nor to Business Bank’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of Business Bank or any Subsidiary has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of Business Bank or any Subsidiary or their respective internal accounting controls. No attorney representing Business Bank or any Subsidiary, whether or not employed by Business Bank or any Subsidiary, has reported evidence of a material violation (as such term is interpreted under Section 307 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) of securities laws, breach of fiduciary duty or similar violations by Business Bank or any Subsidiary or any officers, directors, employees or agents of Business Bank or any of its Subsidiaries or any committee thereof or to any director or officer of Business Bank. (v) Business Bank’s independent public accountants, which have expressed their opinion with respect to the Business Bank Financial Statements (including the related notes), are and have been throughout the periods covered by such statementsFinancial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Business Bank within the meaning of Regulation S-X and (C) with respect to Business Bank, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Business Bank’s independent public accountants have not resigned (or informed Business Bank that it intends to resign) or been dismissed as independent public accountants of Business Bank as a result of or in connection with any disagreements with Business Bank on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Section 3.3(d) of the Company Disclosure Letter lists all non-audit services performed by Business Bank’s independent public accountants for the Company Group since January 1, 2018. 4.6.2. Synergy has previously made available to NYB (vi) There is no transaction, arrangement or other relationship between Business Bank or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in the Synergy Business Bank Financial Statements. The Synergy Business Bank has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect Business Bank’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Business Bank’s internal controls. Since December 31, 2018, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of Business Bank. (vii) None of Business Bank or its Subsidiaries has any material Liabilities, except Liabilities which are accrued or reserved against in the Business Bank Latest Balance Sheet included in Business Bank’s Financial Statements have been consistently prepared in accordance with GAAP, and (including delivered prior to the related notes where applicable) fairly present in each case in all material respects (subject in the case date of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated this Agreement or reflected in the notes thereto, . The Company has not incurred or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At paid any Liability since the date of each balance sheet included the Business Bank Latest Balance Sheet, except for such Liabilities incurred or paid (A) in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies ordinary course of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports business consistent with past business practice and which are not fully reflected or reserved against therein or fully disclosed in a footnote theretoreasonably likely to have, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate aggregate, a Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Business Bank is not directly or indirectly liable, by guarantee or otherwise, to assume any Liability of any Person for any amount in excess of $10,000. Except (x) as reflected in Business Bank’s Latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which are neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of businessbusiness since January 1, 2017 consistent with past practice and subjector in connection with this Agreement or the transactions contemplated hereby, in the case Business Bank does not have any Liabilities or obligations of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotesnature.

Financial Statements; Regulatory Reports. 4.6.1. Synergy (i) Sabal Palm has previously delivered or made available (which shall include access to the following by electronic data room, located at xxxxx://xxxxxxxxxx.xxxxxx.xxx/projects/130/documents) to Seacoast true and complete copies of (A) all monthly reports and financial statements of Sabal Palm and its Subsidiaries that were prepared for Sabal Palm’s or the Bank’s Board of Directors since December 31, 2018, including Sabal Palm Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the years ended December 31, 2020 and 2019, of Sabal Palm and its Subsidiaries required to file such reports; (C) all call reports and consolidated and parent company only financial statements, including all amendments thereto, made to the Federal Reserve Board and the FDIC since December 31, 2017 of Sabal Palm and its Subsidiaries required to file such reports; and (D) Sabal Palm’s Annual Report to Shareholders for the years ended 2018, 2019 and 2020 and all subsequent Quarterly Reports to Shareholders. (ii) The Sabal Palm Financial Statements, true and correct copies of which have been made available to NYB Seacoast, have been (and all financial statements to be delivered to Seacoast as required by this Agreement will be) prepared in accordance with GAAP applied on a consistent basis throughout the Synergy Regulatory Reportsperiods covered, except, in each case, as indicated in such statements or in the notes thereto or, in the case of any interim financial statements, the absence of notes or customary year-end adjustments thereto. The Synergy Regulatory Reports Sabal Palm Financial Statements fairly present (and all financial statements to be delivered to Seacoast as required by this Agreement will fairly present) the financial position, results of operations, changes in shareholders’ equity and cash flows of Sabal Palm and its Subsidiaries as of the dates thereof and for the periods covered thereby (subject to, in the case of unaudited statements, recurring audit adjustments normal in nature and amount). All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of the Sabal Palm Financial Statements (the “Sabal Palm’s Latest Balance Sheet”), none of Sabal Palm or its Subsidiaries has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the FDIC, the Federal Reserve Board, the Florida Office of Financial Regulation or other banking regulatory agency or other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Sabal Palm or the Bank since January 1, 2017, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the FDIC, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of the Company to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The Sabal Palm Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true and complete copies of which have been made available to Seacoast. Sabal Palm and the Bank have timely filed all reports and other documents required to be filed by them with the FDIC and the Federal Reserve Board. The call reports of the Bank and the accompanying schedules as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2018, through the Closing Date have been, and will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. (iii) Each of Sabal Palm and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Sabal Palm in accordance with GAAP and to maintain accountability for Sabal Palm’s consolidated assets; (C) access to Sabal Palm’s assets is permitted only in accordance with management’s authorization; (D) the reporting of Sabal Palm’s assets is compared with existing assets at regular intervals; and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Such records, systems, controls, data and information of Sabal Palm and its Subsidiaries is 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 Sabal Palm or its Subsidiaries (including all means of access thereto and therefrom). The corporate record books of Sabal Palm and its Subsidiaries are complete and accurate in all material respects and reflect all meetings, consents and other actions of the Boards of Directors and shareholders of Sabal Palm and its Subsidiaries. (iv) Since January 1, 2018, neither Sabal Palm nor any Subsidiary nor any current director, officer, nor to Sabal Palm’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of Sabal Palm or any Subsidiary has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of Sabal Palm or any Subsidiary or their respective internal accounting controls. No attorney representing Sabal Palm or any Subsidiary, whether or not employed by Sabal Palm or any Subsidiary, has reported evidence of a material violation (as such term is interpreted under Section 307 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) of securities laws, breach of fiduciary duty or similar violations by Sabal Palm or any Subsidiary or any officers, directors, employees or agents of Sabal Palm or any of its Subsidiaries or any committee thereof or to any director or officer of Sabal Palm. (v) Sabal Palm’s independent public accountants, which have expressed their opinion with respect to the Sabal Palm Financial Statements (including the related notes), are and have been throughout the periods covered by such statementsFinancial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Sabal Palm within the meaning of Regulation S-X and (C) with respect to Sabal Palm, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Sabal Palm’s independent public accountants have not resigned (or informed Sabal Palm that it intends to resign) or been dismissed as independent public accountants of Sabal Palm as a result of or in connection with any disagreements with Sabal Palm on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Section 3.3(d) of the Company Disclosure Letter lists all non-audit services performed by Sabal Palm’s independent public accountants for the Company since January 1, 2018. 4.6.2. Synergy has previously made available to NYB (vi) There is no transaction, arrangement or other relationship between Sabal Palm or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in the Synergy Sabal Palm Financial Statements. The Synergy Sabal Palm has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect Sabal Palm’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Sabal Palm’s internal controls. Since December 31, 2018, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of Sabal Palm. (vii) None of Sabal Palm or its Subsidiaries has any material Liabilities, except Liabilities which are accrued or reserved against in the Sabal Palm Latest Balance Sheet included in Sabal Palm’s Financial Statements have been consistently prepared in accordance with GAAP, and (including delivered prior to the related notes where applicable) fairly present in each case in all material respects (subject in the case date of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated this Agreement or reflected in the notes thereto, . The Company has not incurred or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At paid any Liability since the date of each balance sheet included the Sabal Palm Latest Balance Sheet, except for such Liabilities incurred or paid (A) in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies ordinary course of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports business consistent with past business practice and which are not fully reflected or reserved against therein or fully disclosed in a footnote theretoreasonably likely to have, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate aggregate, a Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Sabal Palm is not directly or indirectly liable, by guarantee or otherwise, to assume any Liability or to any Person for any amount in excess of $10,000. Except (x) as reflected in Sabal Palm’s Latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which are neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of businessbusiness since January 1, 2017 consistent with past practice and subjector in connection with this Agreement or the transactions contemplated hereby, in the case Sabal Palm does not have any Liabilities or obligations of any unaudited statementsnature. Sabal Palm has delivered to SBC true and complete Sabal Palm Financial Statements as of December 31, to normal, recurring audit adjustments 2020 and the absence Company shall deliver promptly, when available, all subsequent Quarterly Reports. (viii) Prior to the Effective Time, Sabal Palm shall deliver to Seacoast true and complete copies of footnotes(A) all monthly reports and financial statements of Sabal Palm and its Subsidiaries that were prepared for Sabal Palm or the Bank since December 31, 2019, including the Sabal Palm 2020 Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the years ended December 31, 2019 and 2020, of Sabal Palm and its Subsidiaries required to file such reports; and (C) Sabal Palm’s Annual Report to Shareholders for the years ended 2019 and 2020 and all subsequent Quarterly Reports to Shareholders, if any.

Financial Statements; Regulatory Reports. 4.6.1. Synergy (i) NorthStar has previously delivered or made available (which shall include access to the following by electronic data room) to Seacoast true and complete copies of (A) all monthly reports and financial statements of NorthStar and its Subsidiaries that were prepared for NorthStar’s or the Bank’s Board of Directors since December 31, 2015, including the NorthStar Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the year ended December 31, 2016, of NorthStar and its Subsidiaries required to file such reports; (C) all call reports and consolidated and parent company only financial statements, including all amendments thereto, made to the Federal Reserve Board and the FDIC since December 31, 2015 of NorthStar and its Subsidiaries required to file such reports; and (D) NorthStar’s Annual Report to Shareholders for the year ended 2016 and all subsequent Quarterly Reports to Shareholders. (ii) NorthStar’s Financial Statements, true and correct copies of which have been made available to NYB the Synergy Regulatory Reports. The Synergy Regulatory Reports Seacoast, have been (and all financial statements to be delivered to Seacoast as required by this Agreement will be) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except, in each case, as indicated in such statements or in the notes thereto. NorthStar’s Financial Statements fairly present (and all financial statements to be delivered to Seacoast as required by this Agreement will fairly present) in all material respects the financial position, results of operations, changes in shareholders’ equity and cash flows of NorthStar and its Subsidiaries as of the dates thereof and for the periods covered thereby (subject to, in the case of unaudited statements, recurring audit adjustments normal in nature and amount). All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of NorthStar’s Financial Statements (the “NorthStar Latest Balance Sheet”), none of NorthStar or its Subsidiaries has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the FDIC, the Federal Reserve Board, the Florida Office of Financial Regulation or other banking regulatory agency or other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of NorthStar or the Bank since January 1, 2014, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the FDIC, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of NorthStar or the Bank to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. NorthStar’s Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true and complete copies of which have been made available to Seacoast. NorthStar and the Bank have timely filed all reports and other documents required to be filed by them with the FDIC and the Federal Reserve Board. The call reports of the Bank and the accompanying schedules as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2013, through the Closing Date have been, and will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. (iii) Each of NorthStar and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of NorthStar in accordance with GAAP and to maintain accountability for NorthStar’s consolidated assets; (C) access to NorthStar’s assets is permitted only in accordance with management’s authorization; (D) the reporting of NorthStar’s assets is compared with existing assets at regular intervals; and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Such records, systems, controls, data and information of NorthStar and its Subsidiaries is 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 NorthStar or its Subsidiaries. The corporate record books of NorthStar and its Subsidiaries are complete and accurate in all material respects and reflect all meetings, consents and other actions of the boards of directors and shareholders of NorthStar and its Subsidiaries, respectively. (iv) Since January 1, 2014, neither NorthStar nor any Subsidiary nor any current director, officer, nor to NorthStar’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of NorthStar or any Subsidiary has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of NorthStar or any Subsidiary or their respective internal accounting controls. No attorney representing NorthStar or any Subsidiary, whether or not employed by NorthStar or any Subsidiary, has reported evidence of a material violation (as such term is interpreted under Section 307 of the Xxxxxxxx-Xxxxx Act and the SEC’s regulations thereunder) by NorthStar or any Subsidiary or any officers, directors, employees or agents of NorthStar or any of its Subsidiaries to NorthStar’s Board of Directors or any committee thereof or to any director or officer of NorthStar. For purposes of the Agreement, Knowledge of NorthStar shall mean the actual knowledge of the individuals listed in Section 3.3(d)(iv) of the Company Disclosure Letter, after reasonable inquiry. (v) NorthStar’s independent public accountants, which have expressed their opinion with respect to the NorthStar Financial Statements (including the related notes), are and have been throughout the periods covered by such statementsFinancial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to NorthStar within the meaning of Regulation S-X and (C) with respect to NorthStar, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. NorthStar’s independent public accountants have not resigned or been dismissed as independent public accountants of NorthStar as a result of or in connection with any disagreements with NorthStar on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Section 3.3(d)(v) of the Company Disclosure Letter lists all nonaudit services performed by NorthStar’s independent public accountants for the Company since January 1, 2014. 4.6.2. Synergy has previously made available to NYB (vi) There is no transaction, arrangement or other relationship between NorthStar or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in the Synergy NorthStar Financial Statements. The Synergy NorthStar has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect NorthStar’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in NorthStar’s internal controls. Since December 31, 2015, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of NorthStar. (vii) None of NorthStar or its Subsidiaries has any material Liabilities, except Liabilities which are accrued or reserved against in the NorthStar Latest Balance Sheet included in NorthStar’s Financial Statements have been consistently prepared in accordance with GAAP, and (including delivered prior to the related notes where applicable) fairly present in each case in all material respects (subject in the case date of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated this Agreement or reflected in the notes thereto, . The Company has not incurred or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At paid any Liability since the date of each balance sheet included in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote theretoNorthStar Latest Balance Sheet, except for liabilities, obligations and loss contingencies which are not material individually such Liabilities incurred or in the aggregate or which are incurred paid (A) in the ordinary course of business, business consistent with past business practice and subjectwhich are not reasonably likely to have, individually or in the case aggregate, a Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Except as disclosed in Section 3.3(d)(vii) of any unaudited statementsthe Company Disclosure Letter, none of NorthStar or its Subsidiaries is directly or indirectly liable, by guarantee or otherwise, to normalassume any Liability or any Person for any amount in excess of $10,000. NorthStar has delivered to SBC true and complete NorthStar Financial Statements as of December 31, recurring audit adjustments 2016 and the absence Company shall deliver promptly, when available, all subsequent Quarterly Reports. (viii) Prior to the Effective Time, NorthStar shall deliver to Seacoast true and complete copies of footnotes(A) all monthly reports and financial statements of NorthStar and its Subsidiaries that were prepared for NorthStar or the Bank since December 31, 2016, including the NorthStar 2016 Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the year ended December 31, 2016, of NorthStar and its Subsidiaries required to file such reports; and (C) NorthStar’s Annual Report to Shareholders for the year ended 2016 and all subsequent Quarterly Reports to Shareholders, if any.

Financial Statements; Regulatory Reports. 4.6.11. Synergy CNB Bancshares ---------------------------------------- has previously furnished to Fifth Third its audited, consolidated balance sheets, statements of income, changes in shareholders' equity and cash flows as of and at December 31, 1998, and for the year then ended, together with the opinion of its independent certified public accountants associated therewith. CNB Bancshares has made available to NYB Fifth Third the Synergy Regulatory ReportsCall Reports as filed with the applicable federal banking agency of the Bank Subsidiary as of and at December 31, 1996, 1997 and 1998. The Synergy Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles CNB Bancshares also has furnished to Fifth Third (i) its unaudited, consolidated condensed financial statements as at March 31, 1999, and practices throughout for the periods covered by such statements. 4.6.2. Synergy has previously made available to NYB the Synergy Financial Statements. The Synergy Financial Statements have been consistently prepared in accordance with GAAPthree (3) months then ended, and (including ii) the related notes where applicable) Bank Call Report as filed with the Federal Reserve Bank of the Bank Subsidiary for the quarter ended March 31, 1999. Such audited and unaudited consolidated financial statements of CNB Bancshares fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments)or will fairly present, as applicable, the consolidated financial positioncondition, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis CNB Bancshares as of the date thereof, and for the respective years or periods ending on the dates thereofcovered thereby, in accordance conformity with GAAP during the periods involvedgenerally accepted accounting principles ("GAAP"), consistently applied (except as indicated in stated therein and except for the omission of notes thereto, or in the case to unaudited statements and except for year-end adjustments (consisting of unaudited statements, as permitted by Form 10-Q. 4.6.3normal recurring accruals)). At the date of each balance sheet included in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any There are no material liabilities, obligations or loss contingencies indebtedness of CNB Bancshares or any nature (whether absolute, accrued, contingent or otherwise) of a type the CNB Subsidiaries required to be reflected disclosed in such Synergy Financial Statements the financial statements (or in the footnotes thereto or to the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for financial statements) so furnished other than the liabilities, obligations or indebtedness disclosed in such financial statements (including footnotes). Since March 31, 1999, CNB Bancshares and loss contingencies which are the CNB Subsidiaries have not material individually or in the aggregate or which are incurred in any liabilities outside the ordinary course of business, business consistent with past practice practice. 2. CNB Bancshares has made available to Fifth Third an accurate and subjectcomplete copy (including all exhibits and all documents incorporated by reference) of each of the following documents as filed by CNB Bancshares with the SEC: (a) each final registration statement, prospectus, report, schedule and definitive proxy statement filed since January 1, 1997 by CNB Bancshares or the Bank Subsidiary with the Securities and Exchange Commission (the "SEC"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act ("CNB Bancshares Reports"), and (b) each communication mailed by CNB Bancshares to its stockholders since January 1, 1997. Since January 1, 1997, CNB Bancshares has timely filed (and will timely file after the date of this Agreement) all reports and other documents required to be filed by it under the Securities Act and the Exchange Act, and, as of their respective dates, all such reports complied (and, in the case of all reports and other documents filed after the date of this Agreement, will comply) in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of filing or mailing, as the case may be, no such registration statement, prospectus, report or proxy statement contained (and no registration statement, prospectus, report or proxy statement filed or mailed after the date of this Agreement will contain) any unaudited untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but filed before the date hereof) shall be deemed to modify information as of an earlier date. No event has occurred subsequent to December 31, 1998 which CNB Bancshares is required to describe in a Current Report on Form 8-K other than the Current Reports heretofore furnished by CNB Bancshares to Fifth Third. Other than CNB Capital Trust I, none of the CNB Subsidiaries has any class of securities registered, or is obligated to register any class of securities, under Section 12 of the Exchange Act. 3. CNB Bancshares and the CNB Subsidiaries have filed all reports, registrations and statements, together with any amendments required to normalbe made with respect thereto, recurring audit adjustments that they were required to file since January 1, 1997 with any applicable industry self-regulatory organization or stock exchange ("SRO") and any other federal, state, local or foreign governmental or regulatory agency or authority (collectively with the SEC and the absence SROs, "Regulatory Agencies"), and all other reports, registrations and statements required to be filed by them since January 1, 1997, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of footnotesthe United States, any state, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of CNB Bancshares and the CNB Subsidiaries, no Regulatory Agency has initiated any proceeding or, to the best knowledge of CNB Bancshares, investigation into the business or operations of CNB Bancshares or the CNB Subsidiaries since January 1, 1997. To the best knowledge of CNB Bancshares, there is no unresolved violation, or material criticism or exception, by any bank Regulatory Agency with respect to any report, registration or statement relating to any examinations of CNB Bancshares or the CNB Subsidiaries.

Financial Statements; Regulatory Reports. 4.6.1. Synergy PennFed has previously made available to NYB the Synergy PennFed Regulatory Reports. The Synergy PennFed Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.2. Synergy PennFed has previously made available to NYB the Synergy PennFed Financial Statements. The Synergy PennFed Financial Statements have been consistently prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy PennFed and the Synergy PennFed Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At the date of each balance sheet included in the Synergy PennFed Financial Statements or the Synergy PennFed Regulatory Reports, neither Synergy PennFed nor Synergy Penn Federal Savings Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy PennFed Financial Statements or the footnotes thereto or the Synergy PennFed Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.

Financial Statements; Regulatory Reports. 4.6.1(i) Professional has delivered or made available (which shall include access to the following by electronic data room, located at xxxxx://xxxxxxxx.xxxxxxxxxx.xxx/web/?clientID=1#workspace/12843675/documents) to Seacoast true and complete copies of (A) all monthly reports and financial statements of Professional and its Subsidiaries that were prepared for Professional’s or the Bank’s Board of Directors since December 31, 2018, including Professional Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the years ended December 31, 2021 and 2020 of Professional and its Subsidiaries required to file such reports; (C) all call reports and consolidated and parent company only financial statements, including all amendments thereto, made to the Federal Reserve Board since December 31, 2017 of Professional and its Subsidiaries required to file such reports; and (D) Professional’s Annual Report to Shareholders for the years ended 2019, 2020 and 2021 and all subsequent Quarterly Reports to Shareholders. Synergy Professional has previously filed or furnished all Professional SEC Reports, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Professional SEC Reports complied as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Professional SEC Reports, and none of the Professional SEC Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no executive officer of Professional has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Professional SEC Reports. (ii) The Professional Financial Statements, true and correct copies of which have been made available to NYB Seacoast, have been (and all financial statements to be delivered to Seacoast as required by this Agreement will be) prepared in accordance with GAAP applied on a consistent basis throughout the Synergy Regulatory Reportsperiods covered, except, in each case, as indicated in such statements or in the notes thereto or, in the case of any interim financial statements, the absence of notes or customary year-end adjustments thereto. The Synergy Regulatory Reports Professional Financial Statements fairly present (and all financial statements to be delivered to Seacoast as required by this Agreement will fairly present) the financial position, results of operations, changes in shareholders’ equity and cash flows of Professional and its Subsidiaries as of the dates thereof and for the periods covered thereby (subject to, in the case of unaudited statements, recurring audit adjustments normal in nature and amount). All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. Except as set forth in Section 3.3(d)(ii) of the Company Disclosure Letter, as of the date of the latest balance sheet forming part of the Professional Financial Statements (the “Professional’s Latest Balance Sheet”), none of Professional or its Subsidiaries has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the SEC, FDIC, the Federal Reserve Board, the Florida Office of Financial Regulation or other banking regulatory agency or other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Professional or the Bank since January 1, 2019, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report, including any report filed with the SEC, FDIC, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of the Company to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The Professional Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true and complete copies of which have been made available to Seacoast. Professional and the Bank have timely filed all reports and other documents required to be filed by them with the SEC, FDIC and the Federal Reserve Board, as applicable. The call reports of the Bank and the accompanying schedules as filed with the Federal Reserve Board, for each calendar quarter beginning with the quarter ended March 31, 2019, through the Closing Date have been, and will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. (iii) Each of Professional and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Professional in accordance with GAAP and to maintain accountability for Professional’s consolidated assets; (C) access to Professional’s assets is permitted only in accordance with management’s authorization; (D) the reporting of Professional’s assets is compared with existing assets at regular intervals; and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Such records, systems, controls, data and information of Professional and its Subsidiaries is 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 Professional or its Subsidiaries (including all means of access thereto and therefrom). The corporate record books of Professional and its Subsidiaries are complete and accurate in all material respects and reflect all meetings, consents and other actions of the Boards of Directors and shareholders of Professional and its Subsidiaries. (iv) Except as set forth on Section 3.3(d)(iv) of the Company Disclosure Letter, since January 1, 2019 (including with respect to any ongoing audit of any Professional financial statements), neither Professional nor any Subsidiary nor any current director, officer, nor to Professional’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of Professional or any Subsidiary has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of Professional or any Subsidiary or their respective internal accounting controls. No attorney representing Professional or any Subsidiary, whether or not employed by Professional or any Subsidiary, has reported evidence of a material violation (as such term is interpreted under Section 307 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)) of securities laws, breach of fiduciary duty or similar violations by Professional or any Subsidiary or any officers, directors, employees or agents of Professional or any of its Subsidiaries or any committee thereof or to any director or officer of Professional. (v) Professional’s independent public accountants, which have expressed their opinion with respect to the Professional Financial Statements (including the related notes), are and have been throughout the periods covered by such statementsFinancial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Professional within the meaning of Regulation S-X and (C) with respect to Professional, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Professional’s independent public accountants have not resigned (or informed Professional that it intends to resign) or been dismissed as independent public accountants of Professional as a result of or in connection with any disagreements with Professional on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Section 3.3(d) of the Company Disclosure Letter lists all non-audit services performed by Professional’s independent public accountants for the Company since January 1, 2019. 4.6.2. Synergy has previously made available to NYB (vi) There is no transaction, arrangement or other relationship between Professional or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in the Synergy Professional Financial Statements. The Synergy Professional has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect Professional’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Professional’s internal controls. Other than as set forth in the Professional SEC Reports, since December 31, 2019, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of Professional. There is no reason to believe that Professional’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (vii) Except as set forth in Section 3.3(d)(vii) of the Company Disclosure Letter, none of Professional or its Subsidiaries has any material Liabilities, except Liabilities which are accrued or reserved against in the Professional Latest Balance Sheet included in Professional’s Financial Statements have been consistently prepared in accordance with GAAP, and (including delivered prior to the related notes where applicable) fairly present in each case in all material respects (subject in the case date of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated this Agreement or reflected in the notes thereto. Except as set forth in Section 3.3(d)(vii) of the Company Disclosure Letter, the Company has not incurred or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At paid any Liability since the date of each balance sheet included the Professional Latest Balance Sheet, except for such Liabilities incurred or paid (A) in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies ordinary course of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports business consistent with past business practice and which are not fully reflected or reserved against therein or fully disclosed in a footnote theretoreasonably likely to have, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate aggregate, a Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Professional is not directly or indirectly liable, by guarantee or otherwise, to assume any Liability or to any Person for any amount in excess of $25,000. Except (x) as reflected in Professional’s Latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which are neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of businessbusiness since January 1, 2019 consistent with past practice and subjector in connection with this Agreement or the transactions contemplated hereby, in the case Professional does not have any Liabilities or obligations of any unaudited statementsnature. Professional has delivered to SBC true and complete Professional Financial Statements as of December 31, to normal, recurring audit adjustments 2021 and the absence Company shall deliver promptly, when available, all subsequent Quarterly Reports. (viii) Prior to the Effective Time, Professional shall deliver to Seacoast true and complete copies of footnotes(A) all monthly reports and financial statements of Professional and its Subsidiaries that were prepared for Professional or the Bank since December 31, 2019, including the Professional 2020 Financial Statements and the 2021 Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the years ended December 31, 2019, 2020 and 2021, of Professional and its Subsidiaries required to file such reports; and (C) Professional’s Annual Report to Shareholders for the years ended 2019, 2020 and 2021 and all subsequent Quarterly Reports to Shareholders, if any.

Financial Statements; Regulatory Reports. 4.6.1. Synergy (i) PBHC has previously delivered or made available (which shall include access to the following by electronic data room) to CenterState true and complete copies of (A) all financial statements of PBHC and its Subsidiaries that were prepared for PBHC’s or the Bank’s Board of Directors since December 31, 2015, including the PBHC Financial Statements; (B) the annual report of PBHC filed by PBHC with the Federal Reserve Board for the year ended December 31, 2015; and (C) all call reports and consolidated and parent company only financial statements, including all amendments thereto, filed by PBHC or its Subsidiaries with the Federal Reserve Board and the FDIC since December 31, 2014. (ii) PBHC’s Financial Statements, true and correct copies of which have been made available to NYB the Synergy Regulatory Reports. The Synergy Regulatory Reports CenterState, have been (and all financial statements to be delivered to CenterState as required by this Agreement will be) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except, in each case, as indicated in such statements or in the notes thereto, subject, in the case of unaudited statements, to year-end audit adjustments not material in nature and amount, and to the absence of footnote disclosure. PBHC’s Financial Statements fairly present in all material respects (and all financial statements to be delivered to CenterState as required by this Agreement will fairly present in all material respects) the financial position, results of operations, changes in shareholders’ equity and cash flows of PBHC and its Subsidiaries as of the dates thereof and for the periods covered thereby, except, in each case, as indicated in such statements or in the notes thereto, subject, in the case of unaudited statements, to year-end audit adjustments not material in nature and amount, and to the absence of footnote disclosure. All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of PBHC’s Financial Statements (the “PBHC Latest Balance Sheet”), none of PBHC or its Subsidiaries has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected or adequately provided for in accordance with GAAP. No report, including any report filed by PBHC or any of its Subsidiaries with the FDIC, the Federal Reserve Board, the Florida Office of Financial Regulation or other banking regulatory agency or other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given by PBHC to shareholders of PBHC since January 1, 2013, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No report filed by PBHC or any of its Subsidiaries, including any report with the FDIC, the Federal Reserve Board, or other banking regulatory agency, will contain any untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. PBHC’s Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true and complete copies of which have been made available to CenterState. PBHC and the Bank have timely filed all reports and other documents required to be filed by them with the FDIC and the Federal Reserve Board. The call reports of the Bank and accompanying schedules as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2013, through the Closing Date have been, and will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices throughout the through periods covered by such statementsreports. 4.6.2(iii) Each of PBHC and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; and (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of PBHC in accordance with GAAP and to maintain accountability for PBHC’s consolidated assets. Synergy has previously made available Such records, systems, controls, data and information of PBHC 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 PBHC or its Subsidiaries, except for any non-exclusive ownership and non-direct control would not reasonably be expected to NYB the Synergy Financial Statementshave a Material Adverse Effect on PBHC’s (or any PBHC Subsidiary’s) system of internal accounting controls. The Synergy Financial Statements corporate record books of PBHCs and its Subsidiaries are complete and accurate in all material respects and reflect all meetings, consents and other actions of the boards of directors and shareholders of PBHC and its Subsidiaries, respectively. (iv) Since January 1, 2013, neither PBHC nor any Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of PBHC or any Subsidiary or their respective internal accounting controls. (v) PBHC has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect PBHC’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in PBHC’s internal controls. Since December 31, 2015, there have been consistently no significant changes in internal controls or in other factors that could significantly affect internal controls of PBHC. (vi) As of the date hereof, none of PBHC or its Subsidiaries has any material Liabilities of the type required to be disclosed as liabilities on a balance sheet prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject except Liabilities which are accrued or reserved against in the case of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated PBHC Latest Balance Sheet included in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At PBHC Financial Statements delivered prior to the date of each balance sheet included in the Synergy Financial Statements this Agreement or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of businessbusiness since the date of the PBHC Latest Balance Sheet. Except as disclosed in Section 3.1(d)(vi) of the PBHC Disclosure Schedule, consistent with past practice and subjectas of the date hereof, in the case none of PBHC or its Subsidiaries is directly or indirectly liable, by guarantee or otherwise, to assume any Liability of any unaudited statementsPerson for any amount in excess of $50,000. PBHC has delivered to CenterState true and complete PBHC Financial Statements as of December 31, to normal2015, recurring audit adjustments March 31, 2016, and the absence of footnotesJune 30, 2016, and September 30, 2016.

Financial Statements; Regulatory Reports. 4.6.1. Synergy has previously made available to NYB the Synergy Regulatory Reports. The Synergy Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.2. Synergy has previously made available to NYB the Synergy Financial Statements. The Synergy (a) PRB’s Financial Statements have been consistently (including any notes thereto), were prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim financial statements, where information and footnotes contained in such financial statements are not required to normal year-end adjustmentsbe in compliance with GAAP), and in each case such PRB financial statements fairly present, in all material respects, the consolidated financial positioncondition, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis PRB as of the respective dates thereof and for the respective periods ending on the dates thereofcovered thereby (subject, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10to normal year-Q. 4.6.3. At the date of each balance sheet included in the Synergy Financial Statements or the Synergy Regulatory Reportsend adjustments which, neither Synergy nor Synergy Bankhowever, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports which were not and are not fully reflected or reserved against therein or fully disclosed in a footnote theretoexpected to be, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate aggregate, material to PRB). (b) PRB has filed all material documents and reports that it was required to file, between January 1, 2012 and October 31, 2014, with the FDIC, the HDFI or which any other Governmental Entity (each a “Regulatory Authority” and collectively, the “Regulatory Authorities”). All such material documents and reports conformed, and each of the material documents and reports that are incurred filed with by PRB with any Regulatory Authority between October 31 2014 and the Closing Date (the “Subsequent Regulatory Reports”) will conform, in all material respects, with the requirements promulgated by such Regulatory Authorities and as of their respective dates, such previously filed documents and reports did not, and Subsequent Regulatory Reports will not, contain any untrue statement of a material fact or omitted or will omit (as applicable) to state a material fact required to be stated therein or necessary to make the statements therein, in the ordinary course light of businessthe circumstances under which they were made, not misleading. (c) Each of PRB’s Call Reports for the periods from January 1, 2012 to and including September 30, 2014, were prepared, and each of PRB’s Call Reports covering any periods after September 30, 2014 and up to the Closing Date (the “Subsequent PRB Call Reports”), will have been prepared by PRB in accordance with GAAP applied on a consistent with past practice basis throughout the periods presented (except as may otherwise be required by regulatory accounting principles or as may otherwise be set forth in the explanatory information contained in any of such Call Reports, and in each case such PRB Call Reports fairly presented, and any such Subsequent PRB Call Reports will fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of PRB as of the respective dates thereof and for the respective periods covered thereby (subject, in the case of any unaudited interim PRB financial statements, to normalnormal year-end adjustments which, recurring audit adjustments were not and which are not expected to be, individually or in the aggregate, material to PRB). (d) Except as and to the extent adequately provided for, in the aggregate, on the PRB 2014 Balance Sheet or as otherwise disclosed in Section 4.9 of the PRB Disclosure Schedule, between September 30, 2014 and the absence date hereof, PRB has not incurred any Liabilities or obligations of footnotesany nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except for Liabilities or obligations (i) incurred in the ordinary course of business and consistent with past practice that would not, individually or in the aggregate, have a Material Adverse Effect on or with respect to PRB, or (ii) incurred pursuant to and in accordance with this Agreement.

Financial Statements; Regulatory Reports. 4.6.11. Synergy CNB Bancshares has previously furnished to Fifth Third its audited, consolidated balance sheets, statements of income, changes in shareholders' equity and cash flows as of and at December 31, 1998, and for the year then ended, together with the opinion of its independent certified public accountants associated therewith. CNB Bancshares has made available to NYB Fifth Third the Synergy Regulatory ReportsCall Reports as filed with the applicable federal banking agency of the Bank Subsidiary as of and at December 31, 1996, 1997 and 1998. The Synergy Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles CNB Bancshares also has furnished to Fifth Third (i) its unaudited, consolidated condensed financial statements as at March 31, 1999, and practices throughout for the periods covered by such statements. 4.6.2. Synergy has previously made available to NYB the Synergy Financial Statements. The Synergy Financial Statements have been consistently prepared in accordance with GAAPthree (3) months then ended, and (including ii) the related notes where applicable) Bank Call Report as filed with the Federal Reserve Bank of the Bank Subsidiary for the quarter ended March 31, 1999. Such audited and unaudited consolidated financial statements of CNB Bancshares fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments)or will fairly present, as applicable, the consolidated financial positioncondition, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis CNB Bancshares as of the date thereof, and for the respective years or periods ending on the dates thereofcovered thereby, in accordance conformity with GAAP during the periods involvedgenerally accepted accounting principles ("GAAP"), consistently applied (except as indicated in stated therein and except for the omission of notes thereto, or in the case to unaudited statements and except for year-end adjustments (consisting of unaudited statements, as permitted by Form 10-Q. 4.6.3normal recurring accruals)). At the date of each balance sheet included in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any There are no material liabilities, obligations or loss contingencies indebtedness of CNB Bancshares or any nature (whether absolute, accrued, contingent or otherwise) of a type the CNB Subsidiaries required to be reflected disclosed in such Synergy Financial Statements the financial statements (or in the footnotes thereto or to the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for financial statements) so furnished other than the liabilities, obligations or indebtedness disclosed in such financial statements (including footnotes). Since March 31, 1999, CNB Bancshares and loss contingencies which are the CNB Subsidiaries have not material individually or in the aggregate or which are incurred in any liabilities outside the ordinary course of business, business consistent with past practice practice. 2. CNB Bancshares has made available to Fifth Third an accurate and subjectcomplete copy (including all exhibits and all documents incorporated by reference) of each of the following documents as filed by CNB Bancshares with the SEC: (a) each final registration statement, prospectus, report, schedule and definitive proxy statement filed since January 1, 1997 by CNB Bancshares or the Bank Subsidiary with the Securities and Exchange Commission (the "SEC"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act ("CNB Bancshares Reports"), and (b) each communication mailed by CNB Bancshares to its stockholders since January 1, 1997. Since January 1, 1997, CNB Bancshares has timely filed (and will timely file after the date of this Agreement) all reports and other documents required to be filed by it under the Securities Act and the Exchange Act, and, as of their respective dates, all such reports complied (and, in the case of all reports and other documents filed after the date of this Agreement, will comply) in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of filing or mailing, as the case may be, no such registration statement, prospectus, report or proxy statement contained (and no registration statement, prospectus, report or proxy statement filed or mailed after the date of this Agreement will contain) any unaudited untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but filed before the date hereof) shall be deemed to modify information as of an earlier date. No event has occurred subsequent to December 31, 1998 which CNB Bancshares is required to describe in a Current Report on Form 8-K other than the Current Reports heretofore furnished by CNB Bancshares to Fifth Third. Other than CNB Capital Trust I, none of the CNB Subsidiaries has any class of securities registered, or is obligated to register any class of securities, under Section 12 of the Exchange Act. 3. CNB Bancshares and the CNB Subsidiaries have filed all reports, registrations and statements, together with any amendments required to normalbe made with respect thereto, recurring audit adjustments that they were required to file since January 1, 1997 with any applicable industry self-regulatory organization or stock exchange ("SRO") and any other federal, state, local or foreign governmental or regulatory agency or authority (collectively with the SEC and the absence SROs, "Regulatory Agencies"), and all other reports, registrations and statements required to be filed by them since January 1, 1997, including, without limitation, any report or statement required to be filed pursuant to the laws, rules or regulations of footnotesthe United States, any state, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of CNB Bancshares and the CNB Subsidiaries, no Regulatory Agency has initiated any proceeding or, to the best knowledge of CNB Bancshares, investigation into the business or operations of CNB Bancshares or the CNB Subsidiaries since January 1, 1997. To the best knowledge of CNB Bancshares, there is no unresolved violation, or material criticism or exception, by any bank Regulatory Agency with respect to any report, registration or statement relating to any examinations of CNB Bancshares or the CNB Subsidiaries.

Financial Statements; Regulatory Reports. 4.6.1. Synergy (i) GFHF has previously delivered or made available (which shall include access to the following by electronic data room) to CenterState true and complete copies of (A) all financial statements of GFHF and its Subsidiaries that were prepared for GFHF’s or each GBF Bank’s Board of Directors since December 31, 2015, including the GFHF Financial Statements; (B) the annual report of GFHF filed by GFHF with the Federal Reserve Board for the year ended December 31, 2015; and (C) all call reports and consolidated and parent company only financial statements, including all amendments thereto, filed by GFHF or its Subsidiaries with the Federal Reserve Board and the FDIC since December 31, 2014. (ii) GFHF’s Financial Statements, true and correct copies of which have been made available to NYB the Synergy Regulatory Reports. The Synergy Regulatory Reports CenterState, have been (and all financial statements to be delivered to CenterState as required by this Agreement will be) prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except, in each case, as indicated in such statements or in the notes thereto, subject, in the case of unaudited statements, to year-end audit adjustments not material in nature and amount, and to the absence of footnote disclosure. GFHF’s Financial Statements fairly present in all material respects (and all financial statements to be delivered to CenterState as required by this Agreement will fairly present in all material respects) the financial position, results of operations, changes in shareholders’ equity and cash flows of GFHF and its Subsidiaries as of the dates thereof and for the periods covered thereby, except, in each case, as indicated in such statements or in the notes thereto, subject, in the case of unaudited statements, to year-end audit adjustments not material in nature and amount, and to the absence of footnote disclosure. All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of GFHF’s Financial Statements (the “GFHF Latest Balance Sheet”), none of GFHF or its Subsidiaries has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected or adequately provided for in accordance with GAAP. No report, including any report filed by GFHF or any of its Subsidiaries with the FDIC, the Federal Reserve Board, the Florida Office of Financial Regulation or other banking regulatory agency or other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given by GFHF to shareholders of GFHF since January 1, 2013, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. GFHF’s Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true and complete copies of which have been made available to CenterState. GFHF and each GBF Bank have timely filed all reports and other documents required to be filed by them with the FDIC and the Federal Reserve Board. The call reports of each GBF Bank and accompanying schedules as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2013, through the Closing Date have been, and will be, prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices throughout the through periods covered by such statementsreports. 4.6.2(iii) Each of GFHF and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; and (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of GFHF in accordance with GAAP and to maintain accountability for GFHF’s consolidated assets. Synergy has previously made available Such records, systems, controls, data and information of GFHF 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 GFHF or its Subsidiaries, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to NYB the Synergy Financial Statementshave a Material Adverse Effect on GFHF’s (or any GFHF Subsidiary’s) system of internal accounting controls. The Synergy Financial Statements corporate record books of GFHFs and its Subsidiaries are complete and accurate in all material respects and reflect all material meetings, consents and other actions of the boards of directors and shareholders of GFHF and its Subsidiaries, respectively. (iv) Since January 1, 2013, neither GFHF nor any Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of GFHF or any Subsidiary or their respective internal accounting controls. (v) GFHF has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect GFHF’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in GFHF’s internal controls. Since December 31, 2015, there have been consistently no significant changes in internal controls or in other factors that could significantly affect internal controls of GFHF. (vi) As of the date hereof, none of GFHF or its Subsidiaries has any material Liabilities of the type required to be disclosed as liabilities on a balance sheet prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject except Liabilities which are accrued or reserved against in the case of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated GFHF Latest Balance Sheet included in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At GFHF Financial Statements delivered prior to the date of each balance sheet included in the Synergy Financial Statements this Agreement or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of businessbusiness since the date of the GFHF Latest Balance Sheet. Except as disclosed in Section 3.1(d)(vi) of the GFHF Disclosure Schedule, consistent with past practice and subjectas of the date hereof, in the case none of GFHF or its Subsidiaries is directly or indirectly liable, by guarantee or otherwise, to assume any Liability of any unaudited statementsPerson for any amount in excess of $50,000. GFHF has delivered to CenterState true and complete GFHF Financial Statements as of December 31, to normal2015, recurring audit adjustments March 31, 2016, and the absence of footnotesJune 30, 2016, and September 30, 2016.

Financial Statements; Regulatory Reports. 4.6.1. Synergy (i) Holdings has previously made available (which shall include access to the following by electronic data room) or delivered to Seacoast true and complete copies of (A) all monthly reports and financial statements of Holdings and its Subsidiaries that were prepared for Holdings’ or the Bank’s Board of Directors since December 31, 2014; (B) the annual report of Bank Holding Companies to the Federal Reserve Board for the year ended December 31, 2014, of Holdings and each of its Subsidiaries required to file such reports; (C) all call reports and consolidated and parent company only financial statements, including all amendments thereto, filed with the Federal Reserve Board and the FDIC since December 31, 2014, of Holdings and each of its Subsidiaries required to file such reports; and (D) Holdings’ Annual Report to Shareholders for the year ended 2014 and all subsequent Quarterly Reports to Shareholders. (ii) The Financial Statements of Holdings (the “Holdings Financial Statements”), true and complete copies of which have been made available to NYB Seacoast, have been (and all financial statements to be delivered to Seacoast as required by this Agreement will be) prepared in accordance with GAAP applied on a consistent basis throughout the Synergy Regulatory Reportsperiods covered. The Synergy Regulatory Reports Holdings Financial Statements fairly present (and all financial statements to be delivered to Seacoast as required by this Agreement will fairly present) in all material respects the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of Holdings and its Subsidiaries as of the dates thereof and for the periods covered thereby. All call and other regulatory reports referred to above have been filed on the appropriate form and prepared in all material respects in accordance with such forms’ instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of the Holdings Financial Statements (the “Holdings Latest Balance Sheet”), none of Holdings or its Subsidiaries has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the FDIC, the Federal Reserve Board, the Florida Office of Financial Regulation, or other federal or state regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of Holdings or the Bank, in each case, since December 31, 2012, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Holdings Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true and complete copies of which have been made available to Seacoast. Holdings and the Bank have timely filed all reports and other documents required to be filed by them with the FDIC and the Federal Reserve Board. The call reports of the Bank and accompanying schedules as filed with the FDIC, for each calendar quarter beginning with the quarter ended December 31, 2012, through the Closing Date have been prepared in accordance with applicable regulatory requirements, including applicable regulatory accounting principles and practices through periods covered by such reports. (iii) Each of Holdings and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that: (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Holdings in accordance with GAAP and to maintain accountability for Holdings’ consolidated assets; (C) access to Holdings’ assets is permitted only in accordance with management’s authorization; (D) the reporting of Holdings’ assets is compared with existing assets at regular intervals; and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Such records, systems, controls, data and information of Holdings 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 Holdings or its Subsidiaries. The corporate record books of Holdings and its Subsidiaries are complete and accurate in all material respects and reflect all meetings, consents and other actions of the Boards of Directors and shareholders of Holdings and its Subsidiaries, respectively. (iv) Since December 31, 2012, neither Holdings nor any Subsidiary nor any current director, officer, nor to Holdings’ Knowledge, any former officer or director or current employee, auditor, accountant or representative of Holdings or any Subsidiary has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other defect or failure in the accounting or auditing practices, procedures, methodologies or methods of Holdings or any Subsidiary thereof or their respective internal accounting controls. No attorney representing Holdings or any Subsidiary thereof, whether or not employed by Holdings or any such Subsidiary, has reported evidence of a material violation (as such term is interpreted under Section 307 of the Sxxxxxxx-Xxxxx Act and the SEC’s regulations thereunder) by Holdings or any Subsidiary thereof or any officers, directors, employees or agents of Holdings or any of its Subsidiaries to Holdings’ Board of Directors or any committee thereof or to any director or officer of Holdings. (v) Holdings’ independent public accountants, which have expressed their opinion with respect to the Holdings Financial Statements for the fiscal years ended December 31, 2012, 2013 and 2014 (including the related notes), are and have been throughout the periods covered by such statementsFinancial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Holdings within the meaning of Regulation S-X and (C) with respect to Holdings, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Holdings’ independent public accountants have not resigned or been dismissed as independent public accountants of Holdings as a result of or in connection with any disagreements with Holdings on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Section 3.2(d)(v) of the Company Disclosure Letter lists all nonaudit services performed by Holdings’ independent public accountants for Holdings and its Subsidiaries since December 31, 2012. 4.6.2. Synergy has previously made available to NYB (vi) There is no transaction, arrangement or other relationship between Holdings or any of its Subsidiaries nor any unconsolidated or other affiliated entity that is not reflected in the Synergy Holdings Financial Statements. The Synergy Holdings has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect Holdings’ ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Holdings’ internal controls. Since December 31, 2014, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of Holdings. (vii) None of Holdings or its Subsidiaries has any material Liabilities, except Liabilities which are accrued or reserved against in the Holdings Latest Balance Sheet, included in the Holdings Financial Statements have been consistently prepared in accordance with GAAP, and (including delivered prior to the related notes where applicable) fairly present in each case in all material respects (subject in the case date of the unaudited interim statements to normal year-end adjustments), the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved, except as indicated this Agreement or reflected in the notes thereto, . None of Holdings or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At its Subsidiaries has incurred or paid any Liability since the date of each balance sheet included in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Synergy Financial Statements or the footnotes thereto or the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote theretoHoldings Latest Balance Sheet, except for liabilities, obligations and loss contingencies which are not material individually such Liabilities incurred or in the aggregate or which are incurred paid (A) in the ordinary course of business, business consistent with past practice and subject, which are not reasonably likely to be material to the Company or (B) in connection with the transactions contemplated by this Agreement. Except as disclosed in Section 3.2(d)(vii) of the Company Disclosure Letter or transactions in the case ordinary course of business consistent with past practice, none of Holdings or its Subsidiaries is directly or indirectly liable, by guarantee or otherwise, to assume any Liability of any unaudited statements, to normal, recurring audit adjustments and the absence Person for any amount in excess of footnotes$10,000.

Financial Statements; Regulatory Reports. 4.6.1. Synergy has previously made available to NYB the Synergy Regulatory Reports. The Synergy Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.2. Synergy has previously made available to NYB the Synergy Financial Statements. The Synergy (a) DCB’s Financial Statements have been consistently (including any notes thereto), were prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim financial statements, where information and footnotes contained in such financial statements are not required to normal year-end adjustmentsbe in compliance with GAAP), and in each case such DCB financial statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Synergy and the Synergy Subsidiaries on a consolidated basis DCB as of the respective dates thereof and for the respective periods ending on the dates thereofcovered thereby (subject, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, to normal year-end adjustments which, were not and which are not expected to be, individually or in the aggregate, material to DCB). (b) Except as permitted by Form 10-Q. 4.6.3. At and to the extent adequately provided for, in the aggregate, on the DCB 2011 Balance Sheet between March 31, 2011 and the date of each balance sheet included in the Synergy Financial Statements hereof, DCB has not incurred any liabilities or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a type that would be required to be reflected on a balance sheet or in such Synergy Financial Statements or the footnotes notes thereto or the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed prepared in a footnote theretoaccordance with GAAP, except for liabilitiesliabilities or obligations (i) that, obligations and loss contingencies which are not material individually or in the aggregate or which aggregate, are adequately provided for in DCB 2011 Balance Sheet, (ii) incurred in the ordinary course of business, business and consistent with past practice that would not, individually or in the aggregate, have a Material Adverse Effect with respect to DCB, or (iii) incurred pursuant to or provided for in this Agreement. (c) DCB has filed all material documents and subjectreports required to be filed with the FRB, the FDIC, the DFI or any other Governmental Entity having jurisdiction over the business or operations or any of assets or properties (each a “Regulatory Authority” and collectively, the “Regulatory Authorities”) of DCB. All such reports conform in all material respects with the requirements promulgated by such Regulatory Authorities and as of their respective dates, such documents and reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case light of any unaudited statementsthe circumstances under which they were made, to normal, recurring audit adjustments and the absence of footnotesnot misleading.

Financial Statements; Regulatory Reports. 4.6.1. Synergy (a) Buyer has previously made available delivered to NYB the Synergy Regulatory ReportsCompany true, correct and complete copies of the consolidated balance sheets of Buyer and its Subsidiaries as of December 31, 2014, 2013 and 2012 and the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for the fiscal years 2012 through 2014, inclusive, in each case accompanied by the audit report of Buyer’s independent auditors. The Synergy Regulatory Reports financial statements referred to in this Section 5.9 (including the related notes and schedules, where applicable) fairly present the consolidated results of operations and consolidated financial condition of Buyer and its Subsidiaries for the respective fiscal years or as of the respective dates therein set forth, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. Except for those liabilities that are fully reflected on the most recent audited consolidated balance sheet of the Buyer and its Subsidiaries as of December 31, 2014, as set forth in the Buyer’s call report for the period ended December 31, 2014 (the “Buyer Balance Sheet”) or incurred in the ordinary course of business consistent with past practice or in connection with this Agreement, since December 31, 2014, neither the Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that could reasonably be expected to have been prepared a material adverse effect on its ability to consummate the transactions contemplated hereby. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable regulatory GAAP and any other legal and accounting principles requirements and practices throughout the periods covered by such statementsreflect actual transactions. 4.6.2. Synergy has previously made available to NYB (b) Since January 1, 2012, Buyer and its Subsidiaries have duly filed with the Synergy Financial Statements. The Synergy Financial Statements have been consistently prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments)FRB, the consolidated financial position, results of operations and cash flows of Synergy FDIC and the Synergy Subsidiaries on a consolidated basis as Massachusetts Division of Banks and for the respective periods ending on the dates thereofany other applicable Governmental Authority, in accordance with GAAP during correct form the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 4.6.3. At the date of each balance sheet included in the Synergy Financial Statements or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type reports required to be reflected filed under applicable laws and regulations and such reports were complete and accurate and in such Synergy Financial Statements or compliance with the footnotes thereto or the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations requirements of applicable laws and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotesregulations.

Financial Statements; Regulatory Reports. 4.6.1. Synergy has previously made available to NYB the Synergy Regulatory Reports. (a) The Synergy Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 4.6.2. Synergy has previously made available to NYB the Synergy Financial Statements. The Synergy FFI Consolidated Financial Statements have been consistently (including, in each case, any notes thereto) were prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim consolidated financial statements, where information and footnotes contained in such financial statements are not required to normal year-end adjustmentsbe in compliance with GAAP), and in each case such consolidated financial statements fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of Synergy FFI and its consolidated Subsidiaries and the Synergy Subsidiaries on a consolidated basis changes in FFI’s shareholders equity as of the respective dates thereof and for the respective periods ending on the dates thereofcovered thereby (subject, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, to normal year-end adjustments which were not and which are not expected to be, individually or in the aggregate, material to FFI and its consolidated Subsidiaries taken as permitted by Form 10-Q.a whole). 4.6.3. At (b) Except as and to the extent adequately provided for, in the aggregate, on the FFI 2011 Balance Sheet, between March 31, 2011 and the date hereof neither FFI nor any of each balance sheet included in the Synergy Financial Statements its consolidated Subsidiaries has incurred any liabilities or the Synergy Regulatory Reports, neither Synergy nor Synergy Bank, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a type that would be required to be reflected on a balance sheet or in such Synergy Financial Statements or the footnotes notes thereto or the Synergy Regulatory Reports which are not fully reflected or reserved against therein or fully disclosed prepared in a footnote theretoaccordance with GAAP consistently applied, except for liabilitiesliabilities or obligations that (i) are, obligations and loss contingencies which are not material individually or in the aggregate or which are aggregate, adequately provided for in FFI 2011 Balance Sheet, (ii) have been incurred in the ordinary course of businessbusiness and that would not, consistent individually or in the aggregate, have a Material Adverse Effect with past practice respect to FFI, or (iii) have been incurred pursuant to or provided for in this Agreement. (c) Each of FFI and subjectFFB has filed all material documents and reports relating to each of FFI and FFB required to be filed with Regulatory Authorities. All such reports conform or will conform in all material respects with the requirements promulgated by such Regulatory Authorities and as of their respective dates, such documents and reports did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case light of any unaudited statementsthe circumstances under which they were made, to normal, recurring audit adjustments and the absence of footnotesnot misleading.