Common use of Financial Statements; Regulatory Reports Clause in Contracts

Financial Statements; Regulatory Reports. (i) Dxxxxxxx has delivered or made available (which shall include access to the following by electronic data room, located at hxxxx://xxxxxxxxxx.xxxxxx.xxx/xxxxxxxx/88/documents) to Seacoast true and complete copies of (A) all monthly reports and financial statements of Dxxxxxxx and its Subsidiaries that were prepared for Dxxxxxxx’x or the Bank’s Board of Directors since December 31, 2018, including Dxxxxxxx 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 Dxxxxxxx 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 Dxxxxxxx and its Subsidiaries required to file such reports; and (D) Dxxxxxxx’x Annual Report to Shareholders for the years ended 2019, 2020 and 2021 and all subsequent Quarterly Reports to Shareholders. (ii) The Dxxxxxxx Financial Statements, true and correct copies of which have been made available to 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 or, in the case of any interim financial statements, the absence of notes or customary year-end adjustments thereto. The Dxxxxxxx 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 Dxxxxxxx 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 Dxxxxxxx Financial Statements (the “Dxxxxxxx’x Latest Balance Sheet”), none of Dxxxxxxx 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 Dxxxxxxx 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 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 Dxxxxxxx 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. Dxxxxxxx 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 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 Dxxxxxxx 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 Dxxxxxxx in accordance with GAAP and to maintain accountability for Dxxxxxxx’x consolidated assets; (C) access to Dxxxxxxx’x assets is permitted only in accordance with management’s authorization; (D) the reporting of Dxxxxxxx’x 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 Dxxxxxxx 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 Dxxxxxxx or its Subsidiaries (including all means of access thereto and therefrom). The corporate record books of Dxxxxxxx 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 Dxxxxxxx and its Subsidiaries. (iv) Since January 1, 2019 (including with respect to any ongoing audit of any Dxxxxxxx financial statements), neither Dxxxxxxx nor any Subsidiary nor any current director, officer, nor to Dxxxxxxx’x Knowledge, any former officer or director or current employee, auditor, accountant or representative of Dxxxxxxx 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 Dxxxxxxx or any Subsidiary or their respective internal accounting controls. No attorney representing Dxxxxxxx or any Subsidiary, whether or not employed by Dxxxxxxx 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 Dxxxxxxx or any Subsidiary or any officers, directors, employees or agents of Dxxxxxxx or any of its Subsidiaries or any committee thereof or to any director or officer of Dxxxxxxx. (v) Dxxxxxxx’x independent public accountants, which have expressed their opinion with respect to the Dxxxxxxx Financial Statements (including the related notes), are and have been throughout the periods covered by such Financial 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 Dxxxxxxx within the meaning of Regulation S-X and (C) with respect to Dxxxxxxx, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Dxxxxxxx’x independent public accountants have not resigned (or informed Dxxxxxxx that it intends to resign) or been dismissed as independent public accountants of Dxxxxxxx as a result of or in connection with any disagreements with Dxxxxxxx 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 Dxxxxxxx’x independent public accountants for the Company since January 1, 2019. (vi) There is no transaction, arrangement or other relationship between Dxxxxxxx or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in the Dxxxxxxx Financial Statements. Dxxxxxxx has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect Dxxxxxxx’x 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 Dxxxxxxx’x internal controls. Since December 31, 2021, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of Dxxxxxxx. (vii) Except as set forth in Section 3.3(d)(ii) of the Company Disclosure Letter, none of Dxxxxxxx or its Subsidiaries has any material Liabilities, except Liabilities which are accrued or reserved against in the Dxxxxxxx Latest Balance Sheet included in Dxxxxxxx’x Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto. The Company has not incurred or paid any Liability since the date of the Dxxxxxxx Latest Balance Sheet, except for such Liabilities incurred or paid (A) in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Dxxxxxxx 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 Dxxxxxxx’x Latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of business since January 1, 2019 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, Dxxxxxxx does not have any Liabilities or obligations of any nature. Dxxxxxxx has delivered to SBC true and complete Dxxxxxxx Financial Statements as of December 31, 2021 and the Company shall deliver promptly, when available, all subsequent Quarterly Reports. (viii) Prior to the Effective Time, Dxxxxxxx shall deliver to Seacoast true and complete copies of (A) all monthly reports and financial statements of Dxxxxxxx and its Subsidiaries that were prepared for Dxxxxxxx or the Bank since December 31, 2019, including the Dxxxxxxx 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 Dxxxxxxx and its Subsidiaries required to file such reports; and (C) Dxxxxxxx’x 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. (i) Dxxxxxxx The Company has delivered or made available (which shall include access to the following by electronic data room, located at hxxxx://xxxxxxxxxx.xxxxxx.xxx/xxxxxxxx/88/documentsroom or by public access through the website of a Governmental Authority) to Seacoast true and complete copies of (A) all monthly reports and financial statements of Dxxxxxxx and its Subsidiaries the Company that were prepared for Dxxxxxxx’x or the BankCompany’s Board of Directors since December 31, 20182017, including Dxxxxxxx the Company’s 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 Dxxxxxxx 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 2016 of Dxxxxxxx and its Subsidiaries required to file such reportsthe Company; and (D) Dxxxxxxx’x the Company’s Annual Report to Shareholders for the years ended 2019, 2020 2017 and 2021 2018 and all subsequent Quarterly Reports to Shareholders. (ii) The Dxxxxxxx Company’s Financial Statements, true and correct copies of which have been made available to 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 or, in the case of any interim financial statements, the absence of notes or customary year-end adjustments thereto. The Dxxxxxxx Company’s 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 Dxxxxxxx and its Subsidiaries the Company 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 As of the date of the latest balance sheet forming part of the Dxxxxxxx Company’s Financial Statements (the “Dxxxxxxx’x Company’s Latest Balance Sheet”), none of Dxxxxxxx or its Subsidiaries the Company has not had, nor are any of such entities’ its 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 Dxxxxxxx or the Bank Company since January 1, 20192016, 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 Dxxxxxxx Company’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. Dxxxxxxx and the Bank have The Company has timely filed all reports and other documents required to be filed by them with the FDIC and the Federal Reserve BoardFDIC. The call reports of the Bank Company and the accompanying schedules as filed with the FDIC, for each calendar quarter beginning with the quarter ended March December 31, 20192017, 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 Dxxxxxxx and its Subsidiaries The Company 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 Dxxxxxxx the Company in accordance with GAAP and to maintain accountability for Dxxxxxxx’x the Company’s consolidated assets; (C) access to Dxxxxxxx’x the Company’s assets is permitted only in accordance with management’s authorization; (D) the reporting of Dxxxxxxx’x the Company’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 Dxxxxxxx and its Subsidiaries the Company 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 Dxxxxxxx or its Subsidiaries the Company (including all means of access thereto and therefrom). The corporate record books of Dxxxxxxx and its Subsidiaries the Company are complete and accurate in all material respects and reflect all meetings, consents and other actions of the Boards Board of Directors and shareholders of Dxxxxxxx and its Subsidiariesthe Company. (iv) Since January 1, 2019 (including with respect to any ongoing audit of any Dxxxxxxx financial statements)2017, neither Dxxxxxxx nor any Subsidiary the Company nor any current director, officer, nor to Dxxxxxxx’x the Company’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of Dxxxxxxx or any Subsidiary the Company 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 Dxxxxxxx the Company or any Subsidiary or their respective its internal accounting controls. No attorney representing Dxxxxxxx or any Subsidiarythe Company, whether or not employed by Dxxxxxxx or any Subsidiarythe Company, has reported evidence of a material violation (as such term is interpreted under Section 307 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “SxxxxxxxXxxxxxxx-Xxxxx Act”)) of securities laws, breach of fiduciary duty or similar violations by Dxxxxxxx or any Subsidiary the Company or any officers, directors, employees or agents of Dxxxxxxx or any the Company to the Company’s Board of its Subsidiaries Directors or any committee thereof or to any director or officer of Dxxxxxxxthe Company. (v) Dxxxxxxx’x The Company’s independent public accountants, which have expressed their opinion with respect to the Dxxxxxxx Financial Statements (including the related notes), are and have been throughout the periods covered by such Financial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the SxxxxxxxXxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Dxxxxxxx the Company within the meaning of Regulation S-X and (C) with respect to Dxxxxxxxthe Company, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Dxxxxxxx’x The Company’s independent public accountants have not resigned (or informed Dxxxxxxx the Company that it intends to resign) or been dismissed as independent public accountants of Dxxxxxxx the Company as a result of or in connection with any disagreements with Dxxxxxxx the Company 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 Dxxxxxxx’x the Company’s independent public accountants for the Company since January 1, 20192017. (vi) There is no transaction, arrangement or other relationship between Dxxxxxxx the Company or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in the Dxxxxxxx Company Financial Statements. Dxxxxxxx The Company has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could would adversely affect Dxxxxxxx’x the Company’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 Dxxxxxxx’x the Company’s internal controls. Since December 31, 20212017, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of Dxxxxxxxthe Company. (vii) Except as set forth in Section 3.3(d)(ii) of the The Company Disclosure Letter, none of Dxxxxxxx or its Subsidiaries has does not have any material Liabilities, except Liabilities which are accrued or reserved against in the Dxxxxxxx Company’s Latest Balance Sheet included in Dxxxxxxx’x the Company’s Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto, except for such Liabilities incurred or paid in the ordinary course of business and consistent with past business practice. The Company has not incurred or paid any Liability since the date of the Dxxxxxxx Latest Balance SheetDecember 31, 2017, except for such Liabilities incurred or paid (A) in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Dxxxxxxx The Company 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 Dxxxxxxx’x the Company’s Latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of business since January 1, 2019 2016 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, Dxxxxxxx the Company does not have any Liabilities or obligations of any nature. Dxxxxxxx The Company has delivered to SBC Seacoast true and complete Dxxxxxxx copies of the Company Financial Statements as of December 31, 2021 2017 and the Company shall deliver promptly, when available, all subsequent Quarterly Reports. (viii) Prior to Reports of the Effective Time, Dxxxxxxx shall deliver to Seacoast true and complete copies of (A) all monthly reports and financial statements of Dxxxxxxx and its Subsidiaries that were prepared for Dxxxxxxx or the Bank since December 31, 2019, including the Dxxxxxxx 2020 Financial Statements and the 2021 Company 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 Dxxxxxxx and its Subsidiaries required to file such reports; and (C) Dxxxxxxx’x 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. (i) Dxxxxxxx The Company has delivered or made available (which shall include access to the following by electronic data room, located at hxxxx://xxxxxxxxxx.xxxxxx.xxx/xxxxxxxx/88/documentsxxxxx://xxxxxxxxxx.xxxxxx.xxx/projects/57/documents) to Seacoast true and complete copies of (A) all monthly reports and financial statements of Dxxxxxxx and its Subsidiaries the Company that were prepared for Dxxxxxxx’x or the BankCompany’s Board of Directors since December 31, 2018, including Dxxxxxxx the Company’s 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 Dxxxxxxx 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 Dxxxxxxx and its Subsidiaries required to file such reportsthe Company; and (D) Dxxxxxxx’x the Company’s Annual Report to Shareholders for the years ended 20192018, 2019 and 2020 and 2021 and all subsequent Quarterly Reports to Shareholders. (ii) The Dxxxxxxx Company’s Financial Statements, true and correct copies of which have been made available to 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 or, in the case of any interim financial statements, the for absence of notes or customary year-end adjustments thereto. The Dxxxxxxx Company’s 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 Dxxxxxxx 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 Dxxxxxxx Financial Statements (the “Dxxxxxxx’x Latest Balance Sheet”), none of Dxxxxxxx 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 Dxxxxxxx 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 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 Dxxxxxxx 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. Dxxxxxxx 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 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.fairly (iii) Each of Dxxxxxxx and its Subsidiaries The Company 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 Dxxxxxxx the Company in accordance with GAAP and to maintain accountability for Dxxxxxxx’x the Company’s consolidated assets; (C) access to Dxxxxxxx’x the Company’s assets is permitted only in accordance with management’s authorization; (D) the reporting of Dxxxxxxx’x the Company’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 Dxxxxxxx and its Subsidiaries the Company 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 Dxxxxxxx or its Subsidiaries the Company (including all means of access thereto and therefrom). The corporate record books of Dxxxxxxx and its Subsidiaries the Company are complete and accurate in all material respects and reflect all meetings, consents and other actions of the Boards Board of Directors and shareholders of Dxxxxxxx and its Subsidiariesthe Company. (iv) Since January 1, 2019 (including with respect to any ongoing audit of any Dxxxxxxx financial statements)2018, neither Dxxxxxxx nor any Subsidiary the Company nor any current director, officer, nor to Dxxxxxxx’x the Company’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of Dxxxxxxx or any Subsidiary the Company 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 Dxxxxxxx or any Subsidiary or their respective internal accounting controls. No attorney representing Dxxxxxxx or any Subsidiary, whether or not employed by Dxxxxxxx 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 Dxxxxxxx or any Subsidiary or any officers, directors, employees or agents of Dxxxxxxx or any of its Subsidiaries or any committee thereof or to any director or officer of Dxxxxxxx.obtained (v) Dxxxxxxx’x The Company’s independent public accountants, which have expressed their opinion with respect to the Dxxxxxxx year-end Financial Statements (including the related notes), are and have been throughout the periods covered by such Financial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the SxxxxxxxXxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Dxxxxxxx the Company within the meaning of Regulation S-X and (C) with respect to Dxxxxxxxthe Company, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Dxxxxxxx’x The Company’s independent public accountants have not resigned (or informed Dxxxxxxx the Company that it intends they intend to resign) or been dismissed as independent public accountants of Dxxxxxxx the Company as a result of or in connection with any disagreements with Dxxxxxxx the Company 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 Dxxxxxxx’x the Company’s independent public accountants for the Company since January 1, 20192018. (vi) There is no transaction, arrangement or other relationship between Dxxxxxxx the Company or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in the Dxxxxxxx Company Financial Statements. Dxxxxxxx The Company has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect Dxxxxxxx’x the Company’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 Dxxxxxxx’x the Company’s internal controls. Since December 31, 20212018, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of Dxxxxxxxthe Company. (vii) Except as set forth in Section 3.3(d)(ii) of the The Company Disclosure Letter, none of Dxxxxxxx or its Subsidiaries has does not have any material Liabilities, except Liabilities which are accrued or reserved against in the Dxxxxxxx Company’s Latest Balance Sheet included in Dxxxxxxx’x the Company’s Financial Statements delivered prior to the date of this Agreement or Agreement, reflected in the notes theretothereto or not required to be reflected in the Company’s Interim Financial Statements or notes thereto pursuant to GAAP. The Company has not incurred or paid any Liability since the date of the Dxxxxxxx Latest Balance SheetDecember 31, 2018, except for such Liabilities incurred or paid (A) in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Dxxxxxxx The Company 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 Dxxxxxxx’x the Company’s Latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of business since January 1, 2019 2017 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, Dxxxxxxx the Company does not have any Liabilities or obligations of any nature. Dxxxxxxx The Company has delivered to SBC true and complete Dxxxxxxx Financial Statements as of December 31, 2021 and the Company shall deliver promptly, when available, all subsequent Quarterly Reports. (viii) Prior to the Effective Time, Dxxxxxxx shall deliver or made available to Seacoast true and complete copies of (A) all monthly reports and financial statements of Dxxxxxxx and its Subsidiaries that were prepared for Dxxxxxxx or the Bank Company Financial Statements since December 31, 2019, including the Dxxxxxxx 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 Dxxxxxxx and its Subsidiaries required to file such reports; and (C) Dxxxxxxx’x 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. (i) Dxxxxxxx Fourth Street has delivered or made available (which shall include access to the following by electronic data room, located at hxxxx://xxxxxxxxxx.xxxxxx.xxx/xxxxxxxx/88/documents) to Seacoast true and complete copies of (A) all monthly reports and financial statements of Dxxxxxxx Fourth Street and its Subsidiaries that were prepared for Dxxxxxxx’x Fourth Street’s or the Bank’s Board of Directors since December 31, 20182017, including Dxxxxxxx Fourth Street Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the years year ended December 31, 2021 2018 and 20200000, of Dxxxxxxx xx Xxxxxx Xxxxxx 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 Dxxxxxxx 0000 xx Xxxxxx Xxxxxx and its Subsidiaries required to file such reports; and (D) Dxxxxxxx’x Fourth Street’s Annual Report to Shareholders for the years ended 2019, 2020 2017 and 2021 2018 and all subsequent Quarterly Reports to Shareholders. (ii) The Dxxxxxxx Fourth Street Financial Statements, true and correct copies of which have been made available to 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 or, in the case of any interim financial statements, the absence of notes or customary year-end adjustments thereto. The Dxxxxxxx Fourth Street 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 (as set forth in the statements of Dxxxxxxx financial position as of December 31, 2017 and 2018, and to be set forth in the statement of financial position as of December 31, 2019) of Fourth Street 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 As of the date of the latest balance sheet forming part of the Dxxxxxxx Fourth Street Financial Statements (the “Dxxxxxxx’x Fourth Street’s Latest Balance Sheet”), none of Dxxxxxxx Fourth Street 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 Dxxxxxxx Fourth Street or the Bank since January 1, 20192016, 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 Dxxxxxxx Fourth Street 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. Dxxxxxxx Fourth Street 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 March December 31, 20192017, 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 Dxxxxxxx Fourth Street 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 Dxxxxxxx Fourth Street in accordance with GAAP and to maintain accountability for Dxxxxxxx’x Fourth Street’s consolidated assets; (C) access to Dxxxxxxx’x Fourth Street’s assets is permitted only in accordance with management’s authorization; (D) the reporting of Dxxxxxxx’x Fourth Street’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 Dxxxxxxx Fourth Street 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 Dxxxxxxx Fourth Street or its Subsidiaries (including all means of access thereto and therefrom). The corporate record books of Dxxxxxxx Fourth Street 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 Dxxxxxxx Fourth Street and its Subsidiaries.Subsidiaries \. (iv) Since January 1, 2019 (including with respect to any ongoing audit of any Dxxxxxxx financial statements)2017, neither Dxxxxxxx Fourth Street nor any Subsidiary nor any current director, officer, nor to Dxxxxxxx’x Fourth Street’s Knowledge, any former officer or director or current employee, auditor, accountant or representative of Dxxxxxxx Fourth Street 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 Dxxxxxxx Fourth Street or any Subsidiary or their respective internal accounting controls. No attorney representing Dxxxxxxx Fourth Street or any Subsidiary, whether or not employed by Dxxxxxxx Fourth Street or any Subsidiary, has reported evidence of a material violation (as such term is interpreted under Section 307 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and SEC’s regulations promulgated thereunder (the “Sxxxxxxx-Xxxxx Act”thereunder) of securities laws, breach of fiduciary duty or similar violations by Dxxxxxxx Fourth Street or any Subsidiary or any officers, directors, employees or agents of Dxxxxxxx Fourth Street or any of its Subsidiaries to Fourth Street’s Board of Directors or any committee thereof or to any director or officer of DxxxxxxxFourth Street. For purposes of the Agreement, Knowledge of Fourth Street shall mean the actual knowledge of the individuals listed in Section 3.3(d)(iv) of the Company Disclosure Letter, after reasonable inquiry. (v) Dxxxxxxx’x Except as set forth in Section 3.3(d)(v) of the Company Disclosure Letter, Fourth Street’s independent public accountants, which have expressed their opinion with respect to the Dxxxxxxx Fourth Street Financial Statements (including the related notes), are and have been throughout the periods covered by such Financial Statements (A) a registered public accounting firm (as defined in Section 2(a)(12) of the SxxxxxxxXxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (B) “independent” with respect to Dxxxxxxx Fourth Street within the meaning of Regulation S-X and (C) with respect to DxxxxxxxFourth Street, in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and related Securities Laws. Dxxxxxxx’x Fourth Street’s independent public accountants have not resigned (or informed Dxxxxxxx Fourth Street that it intends to resign) or been dismissed as independent public accountants of Dxxxxxxx Fourth Street as a result of or in connection with any disagreements with Dxxxxxxx Fourth Street 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 Dxxxxxxx’x Fourth Street’s independent public accountants for the Company since January 1, 20192017. (vi) There is no transaction, arrangement or other relationship between Dxxxxxxx Fourth Street or any of its Subsidiaries and any unconsolidated or other affiliated entity that is not reflected in the Dxxxxxxx Fourth Street Financial Statements. Dxxxxxxx Fourth Street has no Knowledge of (A) any significant deficiency in the design or operation of internal controls which could adversely affect Dxxxxxxx’x Fourth Street’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 Dxxxxxxx’x Fourth Street’s internal controls. Since December 31, 20212017, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls of DxxxxxxxFourth Street. (vii) Except as set forth in Section 3.3(d)(ii) None of the Company Disclosure Letter, none of Dxxxxxxx Fourth Street or its Subsidiaries has any material Liabilities, except Liabilities which are accrued or reserved against in the Dxxxxxxx Fourth Street Latest Balance Sheet included in Dxxxxxxx’x Fourth Street’s Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto. The Company has not incurred or paid any Liability since the date of the Dxxxxxxx Fourth Street Latest Balance Sheet, except for such Liabilities incurred or paid (A) in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or (B) in connection with the transactions contemplated by this Agreement. Dxxxxxxx Except as disclosed in Section 3.3(d)(vii) of the Company Disclosure Letter, none of Fourth Street or its Subsidiaries is not directly or indirectly liable, by guarantee or otherwise, to assume any Liability or to of any Person for any amount in excess of $10,000. Except (x) as reflected in Dxxxxxxx’x Latest Balance Sheet or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (y) for liabilities incurred in the ordinary course of business since January 1, 2019 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, Dxxxxxxx does not have any Liabilities or obligations of any nature. Dxxxxxxx Fourth Street has delivered to SBC true and complete Dxxxxxxx Fourth Street Financial Statements as of December 31, 2021 2018 and the Company shall deliver promptly, when available, all subsequent Quarterly Reports. (viii) Prior to the Effective Time, Dxxxxxxx Fourth Street shall deliver to Seacoast true and complete copies of (A) all monthly reports and financial statements of Dxxxxxxx Fourth Street and its Subsidiaries that were prepared for Dxxxxxxx Fourth Street or the Bank since December 31, 20192018, including the Dxxxxxxx 2020 Financial Statements and the 2021 Fourth Street 2018 Financial Statements; (B) the Annual Report of Bank Holding Companies to the Federal Reserve Board for the years year ended December 31, 2019 2020 and 20210000, of Dxxxxxxx xx Xxxxxx Xxxxxx and its Subsidiaries required to file such reports; and (C) Dxxxxxxx’x Fourth Street’s Annual Report to Shareholders for the years year ended 2019, 2020 and 2021 2018 and all subsequent Quarterly Reports to Shareholders, if any.