Common use of Financial Statements; Taxes Clause in Contracts

Financial Statements; Taxes. (a) Acquired Corporation has delivered to Buyer copies of the following financial statements of Acquired Corporation: (i) Consolidated statements of financial condition as of December 31, 2003, 2004 and 2005; (ii) Consolidated statements of income for each of the three years ended December 31, 2003, 2004 and 2005; (iii) Consolidated statements of stockholders’ equity for each of the three years ended December 31, 2003, 2004 and 2005; and (iv) Consolidated statements of cash flows for the three years ended December 31, 2003, 2004 and 2005. All of the foregoing financial statements are in all material respects in accordance with the books and records of Acquired Corporation and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements presents fairly as of its date the financial condition and results of operations of Acquired Corporation for the year then ended. Except as and to the extent reflected or reserved against in such financial statements (including the notes thereto), Acquired Corporation did not have, as of the date of such financial statements, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements or the notes thereto. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all Tax returns required to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquent. The amounts recorded for Taxes on the financial statements provided under Section 5.4(a) are, to the Knowledge of Acquired Corporation, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired Corporation, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability of any sort has been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired Corporation. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation The Company has previously delivered to Buyer the Lender, true, correct and complete copies of the following financial statements of Acquired Corporation: (i) Consolidated its audited financial statements of financial condition as of for the year ended 31 December 312001 (the “Historical Financial Statements”), 2003, 2004 and 2005; (ii) Consolidated its unaudited financial statements of income for each of the three years 10 months ended December 3131 October 2002, 2003, 2004 and 2005; (iii) Consolidated statements of stockholders’ equity for each of unaudited management projections since 31 October 2002 ((ii) and (iii) together, the three years ended December 31“2002 Financial Statements”, 2003, 2004 and 2005; and (iv) Consolidated statements of cash flows for the three years ended December 31, 2003, 2004 and 2005. All of the foregoing financial statements are in all material respects in accordance together with the books and records of Acquired Corporation and Historical Financial Statements the “Financial Statements”). The Financial Statements through 30 June 2002 have been prepared in accordance with US GAAP applied and the Financial Statements dated after 30 June 2002 have been prepared in accordance with UK GAAP and all of the Financial Statements fairly present the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods then ended (subject to normal year-end adjustments in the case of the 2002 Financial Statements). As of the respective dates of the Financial Statements, the Company had no material liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) whether or not required by GAAP to be reflected on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth balance sheet or disclosed in the notes to such statements. Each of such financial statements presents fairly thereto except as of its date were reflected on any balance sheet or disclosed in any notes contained in the financial condition and results of operations of Acquired Corporation for the year then ended. Except as and to the extent reflected or reserved against in such financial statements (including the notes thereto), Acquired Corporation did not have, as of the date of such financial statements, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements or the notes theretoFinancial Statements. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure SupplementThe Company has filed or obtained extensions for all necessary income, franchise and other material tax returns, domestic and foreign, all Tax such returns required to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all returns filed are complete and accurate correct in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquent. The amounts recorded for Taxes on the financial statements provided under Section 5.4(a) are, to the Knowledge of Acquired Corporation, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereof, and the Company has paid all years taxes shown as due thereunder (except in the case where the Company is contesting such matter in good faith and periods prior thereto except in such circumstances where such failure would not reasonably be expected to have a Material Adverse Effect), and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired Corporation, threatened by any taxing authority which is likely to result in a material Tax Liability, Company has no material unpaid Tax deficiencies or additional liability knowledge of any sort has been proposed by any governmental representative and no agreements for extension of time for tax deficiency which might be assessed against the assessment of any material amount of Tax Company which would reasonably be expected to have been entered into by or on behalf of Acquired Corporation. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effecta Material Adverse Effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation The Company has withheld from its employees (and timely paid all taxes required to the appropriate governmental entity) proper have been withheld and accurate paid in connection with amounts for all periods in material compliance with all Tax withholding provisions of applicable federalpaid or owing to any employee, stateindependent contractor, foreign and local Laws (including without limitationcreditor, incomestockholder, Social Security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Codeor other third party.

Financial Statements; Taxes. (a) Acquired Corporation The Company has previously delivered to Buyer the Lender, true, correct and complete copies of the following its financial statements of Acquired Corporation: (i) Consolidated statements of financial condition as of December 31, 2003, 2004 and 2005; (ii) Consolidated statements of income for each of the three years ended December 31, 20031995, 2004 1996 and 2005; 1997 (iiithe "Historical Financial Statements") Consolidated statements of stockholders’ equity for each of the three years ended December 31, 2003, 2004 and 2005; and (iv) Consolidated statements of cash flows for the three years nine months ended December 31September 30, 20031998 (the "1998 Financial Statements"). The Company will deliver to the Lender true, 2004 correct and 2005. All complete copies of the foregoing all financial statements are in all material respects in accordance filed with the books SEC from January 1, 1999 to the Closing Date (the "1999 Financial Statements" and records of Acquired Corporation together with the Historical Financial Statements and the 1998 Financial Statements, the "Financial Statements"). The Financial Statements have been (and in the case of 1999 Financial Statements will be) prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (except for changes required by GAAP, all as more particularly set forth the absence of the footnotes in any Financial Statements which do not cover a full fiscal year) and fairly present (and in the notes to such statements. Each case of such the 1999 Financial Statements will present) in all material respects, the financial statements presents fairly position of the Company as of its date the financial condition respective dates thereof and the results of operations and cash flows of Acquired Corporation the Company for the year periods then ended. Except as and ended (subject to normal year-end adjustments in the extent reflected or reserved against in such financial statements (including the notes thereto), Acquired Corporation did not have, as case of the date of such 1998 Financial Statements and in any other Financial Statements which do not cover a full fiscal year). The Historical Financial Statements have been (and the Company's financial statements, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements or the notes thereto. (b) Except as set forth on Schedule 5.4(b) 3.7B hereto, the Company has filed or obtained extensions for all necessary income, franchise and other material tax returns, domestic and foreign, and has paid all taxes shown as due thereunder (except in the case where the Company is contesting such matter in good faith and except in such circumstances where such failure would not reasonably be expected to Acquired Corporation’s Disclosure Supplement, all Tax returns required to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expireda Material Adverse Effect), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquent. The amounts recorded for Taxes on the financial statements provided under Section 5.4(a) are, to the Knowledge of Acquired Corporation, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired Corporation, threatened by any taxing authority which is likely to result in a material Tax Liability, Company has no material unpaid Tax deficiencies or additional liability knowledge of any sort has been proposed by any governmental representative and no agreements for extension of time for tax deficiency which might be assessed against the assessment of any material amount of Tax Company which would reasonably be expected to have been entered into by or on behalf of Acquired Corporation. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effecta Material Adverse Effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation BancGroup has delivered to Buyer Seller true and correct copies of the following financial statements of Acquired CorporationBancGroup: (i) Consolidated statements of financial condition balance sheets as of December 31, 20032002, 2004 December 31, 2003 and 2005June 30, 2004; (ii) Consolidated statements of income operations for each of the three years ended December 31, 20032001, 2004 2002 and 20052003 and for the six months ended June 30, 2004; (iii) Consolidated statements of stockholders’ equity cash flows for each of the three years ended December 31, 20032001, 2004 2002 and 20052003 and for the six months ended June 30, 2004; and (iv) Consolidated statements of cash flows changes in shareholders’ equity for the three years ended December 31, 20032001, 2004 2002 and 20052003 and for the six months ended June 30, 2004. All of the foregoing such financial statements are in all material respects in accordance with the books and records of Acquired Corporation BancGroup and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAPindicated unless otherwise stated, all as more particularly set forth in the notes to such statements. Each of such financial statements the consolidated balance sheets presents fairly as of its date the consolidated financial condition of BancGroup and results of operations of Acquired Corporation for the year then endedits Subsidiaries. Except as and to the extent reflected or reserved against in such financial statements balance sheets (including the notes thereto), Acquired Corporation BancGroup did not have, as of the date dates of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The consolidated statements of operations, cash flows and changes in shareholders’ equity present fairly the results of operations and changes in financial position of BancGroup and its Subsidiaries for the periods indicated. The foregoing representations, insofar as they relate to the unaudited interim financial statements of BancGroup for the six months ended June 30, 2004, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. (b) Except as set forth listed on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement2.3(b), all Tax returns required to be filed by or on behalf of Acquired Corporation BancGroup have been timely filed (or requests for extensions therefor therefore have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(asection 2.3(a) are, to the Knowledge of Acquired CorporationBancGroup, sufficient in all material respects for the payment of all unpaid federal, state, county, local, Table of Contents foreign and or other Taxes (including any interest or penalties) of Acquired Corporation BancGroup accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation BancGroup may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationBancGroup, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability liabilities of any sort has have been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired CorporationBancGroup. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company BancGroup has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation SSB has delivered to Buyer East Alabama copies of the following financial statements of Acquired CorporationSSB: (i) Consolidated statements of financial condition balance sheets as of December 31, 20032017, 2004 and 2005December 31, 2018; (ii) Consolidated statements of income operations for each of the three years ended December 31, 20032016, 2004 2017 and 20052018; (iii) Consolidated statements of stockholders’ equity cash flows for each of the three years ended December 31, 20032016, 2004 2017 and 20052018; and (iv) Consolidated statements of cash flows changes in shareholders’ equity for the three years ended December 31, 20032016, 2004 2017 and 20052018. All of the foregoing such financial statements are in all material respects in accordance with the books and records of Acquired Corporation SSB and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements the consolidated balance sheets presents fairly as of its date the consolidated financial condition of SSB and results of operations of Acquired Corporation for the year then endedits Subsidiaries. Except as and to the extent reflected or reserved against it in such financial statements balance sheets (including the notes thereto), Acquired Corporation did not haveneither SSB nor Southern States Bank had, as of the date dates of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The statements of consolidated income, shareholders’ equity and changes in consolidated financial position present fairly the results of operations and changes in financial position of SSB and its Subsidiaries for the periods indicated. The foregoing representations, insofar as they relate to any unaudited interim financial statements of SSB which may be presented to East Alabama, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. All journal entries have been appropriately made in the books and records of SSB. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all All Tax returns required to be filed by or on behalf of Acquired Corporation SSB have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(a4.3(a)(i) are, to the Knowledge of Acquired CorporationSSB, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and or other Taxes (including any interest or penalties) of Acquired Corporation SSB accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation SSB may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationSSB, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability liabilities of any sort has have been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired CorporationSSB. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company SSB has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). (c) Each SSB Company has withheld from its employees (and timely paid to the appropriate government entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, social security and employment Tax withholding for all types of compensation). Each Acquired Corporation SSB Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation Seller has delivered to Buyer BancGroup copies of the following financial statements of Acquired CorporationUnion: (i) Consolidated statements of financial condition balance sheets as of December 31, 20032002, 2004 December 31, 2003 and 2005June 30, 2004; (ii) Consolidated statements of income for each of the three years ended December 31, 20032001, 2004 2002 and 20052003 and for the six months ended June 30, 2004; (iii) Consolidated statements of stockholders’ equity cash flows for each of the three years ended December 31, 20032001, 2004 2002, and 20052003 and for the six months ended June 30, 2004; and (iv) Consolidated statements of cash flows changes in shareholders’ equity for the three years ended December 31, 2001, 2002 and 2003, 2004 and 2005for the six months ended June 30, 2004. All of the foregoing financial statements are in all material respects in accordance with the books and records of Acquired Corporation Union and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except (1) that unaudited statements do not include notes, (2) for changes required by GAAPGAAP and (3) as otherwise required by a regulatory authority having jurisdiction over Union, all as more particularly set forth in the notes (if any) to such statements. Each of such financial statements balance sheets presents fairly as of its date the financial condition and results of operations of Acquired Corporation for the year then endedUnion. Except as and to the extent reflected or reserved against in such financial statements balance sheets (including the notes thereto), Acquired Corporation Union did not have, as of the date of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The statements of income, shareholders’ equity and cash flows present fairly the results of operation, changes in shareholders’ equity and cash flows of Union for the periods indicated. The foregoing representations, insofar as they relate to the unaudited interim financial statements of Union for the six months ended June 30, 2004, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement3.4(b), all Tax returns required to be filed by or on behalf of Acquired Corporation Seller, Union, or other Subsidiaries, have been timely filed (or requests for extensions therefor therefore have been timely Table of Contents filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(asection 3.4(a) are, to the Knowledge of Acquired CorporationSeller and Union, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation Seller, Union, or other Subsidiaries, accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation Union may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationSeller or Union, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability of any sort has been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired CorporationSeller or Union. Acquired Corporation Neither Seller nor Union has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge Except as set forth on Schedule 3.4(c), as an estimate of the Acquired Corporationfederal income taxes payable under Section 1374 of the Code on the “net recognized built-in gain” (as defined in such Section 1374) upon completion of the transaction contemplated by Section 1.1 hereof, each which will be paid by Seller, no federal income taxes will be payable by Union or the other Subsidiaries, as a result of the completion of the transaction contemplated by Section 1.1 hereof. (d) Each Acquired Corporation Company has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation BancGroup has delivered to Buyer Southern copies of the following financial statements of Acquired Corporation:BancGroup. (i) Consolidated statements of financial condition balance sheets as of December 31, 20031993, 2004 and 2005December 31, 1994, and for the nine months ending September 30, 1995; (ii) Consolidated statements of income operations for each of the three years ended December 31, 20031992, 2004 1993 and 20051994, and for the nine months ending September 30, 1995; (iii) Consolidated statements of stockholders’ equity cash flows for each of the three years ended December 31, 20031992, 2004 1993 and 20051994, and for the nine months ending September 30, 1995; andand 12 (iv) Consolidated statements of cash flows changes in shareholders' equity for the three years ended December 31, 20031992, 2004 1993 and 20051994, and for the nine months ending September 30, 1995. All of the foregoing such financial statements are in all material respects in accordance with the books and records of Acquired Corporation BancGroup and have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements the consolidated balance sheets presents fairly as of its date the consolidated financial condition of BancGroup and results of operations of Acquired Corporation for the year then endedits Subsidiaries. Except as and to the extent reflected or reserved against in such financial statements balance sheets (including the notes thereto), Acquired Corporation BancGroup did not have, as of the date dates of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto, other than Liabilities (including reserves) in the amount set forth in such balance sheets and the notes thereto. The statements of consolidated income, shareholders' equity and changes in consolidated financial position present fairly the results of operations and changes in financial position of BancGroup and its Subsidiaries for the periods indicated. The foregoing representations, insofar as they relate to the unaudited interim financial statements of BancGroup for the nine months ended September 30, 1995, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all All Tax returns required to be filed by or on behalf of Acquired Corporation BancGroup have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these said returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(asection 4.3(a) are, to the Knowledge of Acquired CorporationBancGroup, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and or other Taxes (including any interest or penalties) of Acquired Corporation BancGroup accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation BancGroup may at such said dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationBancGroup, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability liabilities of any sort has have been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired CorporationBancGroup. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company BancGroup has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation BancGroup has delivered to Buyer Acquired Corporation copies of the following financial statements of Acquired CorporationBancGroup: (i) Consolidated statements of financial condition balance sheets as of December 31, 2001, December 31, 2002, and March 31, 2003, 2004 and 2005; (ii) Consolidated statements of income operations for each of the three years ended December 31, 2000, 2001 and 2002, and for the three months ended March 31, 2003, 2004 and 2005; (iii) Consolidated statements of stockholders’ equity cash flows for each of the three years ended December 31, 2000, 2001 and 2002, and for the three months ended March 31, 2003, 2004 and 2005; and (iv) Consolidated statements of cash flows changes in shareholders' equity for the three years ended December 31, 2000, 2001 and 2002, and for the three months ended March 31, 2003, 2004 and 2005. All of the foregoing such financial statements are in all material respects in accordance with the books and records of Acquired Corporation BancGroup and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAPindicated unless otherwise stated, all as more particularly set forth in the notes to such statements. Each of such financial statements the consolidated balance sheets presents fairly as of its date the consolidated financial condition of BancGroup and results of operations of Acquired Corporation for the year then endedits Subsidiaries. Except as and to the extent reflected or reserved against in such financial statements balance sheets (including the notes thereto), Acquired Corporation BancGroup did not have, as of the date dates of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The consolidated statements of operations, cash flows and changes in shareholders’ equity present fairly the results of operations and changes in financial position of BancGroup and its Subsidiaries for the periods indicated. The foregoing representations, insofar as they relate to the unaudited interim financial statements of BancGroup for the three months ended March 31, 2003, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all All Tax returns required to be filed by or on behalf of Acquired Corporation BancGroup have been timely filed (or requests for extensions therefor therefore have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(asection 4.3(a) are, to the Knowledge of Acquired CorporationBancGroup, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and or other Taxes (including any interest or penalties) of Acquired Corporation BancGroup accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation BancGroup may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationBancGroup, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability liabilities of any sort has have been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired CorporationBancGroup. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company BancGroup has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation The Company has previously delivered to Buyer the Purchasers or the Purchasers' representative true, correct and complete copies of the following its financial statements of Acquired Corporation: (i) Consolidated statements of financial condition as of December 31, 2003, 2004 and 2005; (ii) Consolidated statements of income for each of the three years ended December 31, 20031995, 2004 1996 and 2005; 1997 (iii) Consolidated statements of stockholders’ equity for each of the three years ended December 31, 2003, 2004 and 2005; and (iv) Consolidated statements of cash flows for the three years ended December 31, 2003, 2004 and 2005. All of the foregoing such financial statements are in for 1997 being referred to as the "1997 Financial Statements" and all material respects in accordance with such financial statements being collectively referred to as the books and records of Acquired Corporation and "Financial Statements"). The Financial Statements have been prepared in accordance with GAAP applied United States generally accepted accounting principles ("GAAP") and fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended. The Financial Statements as are audited have been examined by Xxxxxxx & Xxxxxxx LLP who are independent public accountants within the meaning of the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations promulgated thereunder and they have expressed an opinion thereon, which is unqualified with respect to the financial statements for the years ended December 31, 1995 and 1996. As of their respective dates, the Company had no material liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are required to be reflected on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth balance sheet or disclosed in the notes to such statements. Each of such financial statements presents fairly as of its date thereto and which are not reflected on any balance sheet contained in the financial condition and results of operations of Acquired Corporation for the year then ended. Except as and to the extent reflected Financial Statements or reserved against disclosed in such financial statements (including the notes thereto), Acquired Corporation did not have, as of the date of such financial statements, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements or the notes theretonotes. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure SupplementThe Company has filed or obtained extensions for all necessary income, all Tax returns required to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor have been timely filed franchise and granted other material tax returns, domestic and have not expired)foreign, and has paid all returns filed are complete and accurate in all material respects. All Taxes taxes shown on these returns to be as due and all additional assessments received have been paid or will be paid before the date on which they would be delinquent. The amounts recorded for Taxes on the financial statements provided under Section 5.4(a) are, to the Knowledge of Acquired Corporation, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereofthereunder, and all years and periods prior thereto and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired Corporation, threatened by any taxing authority which is likely to result in a material Tax Liability, Company has no material unpaid Tax deficiencies or additional liability knowledge of any sort has been proposed by any governmental representative and no agreements for extension of time for tax deficiency which might be assessed against the assessment of any material amount of Tax have been entered into by or on behalf of Acquired Corporation. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effectCompany. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation SSB has previously delivered or made available to Buyer CBB copies of (i) the following audited consolidated financial statements of Acquired Corporation: (i) Consolidated statements of financial condition as of SSB for the years ending December 31, 20032022, 2004 2021 and 2005; 2020, accompanied by the unqualified audit reports of Mauldin & Jexxxxx xnd (iixx) Consolidated xxaudited interim financial statements (including the related notes and schedules thereto) of income for SSB and each of the three years ended December 31, 2003, 2004 and 2005; (iii) Consolidated statements of stockholders’ equity for each of the three years ended December 31, 2003, 2004 and 2005; and (iv) Consolidated statements of cash flows its Subsidiaries for the three years nine months ended December 31September 30, 2003, 2004 and 20052023 (the “Latest Balance Sheet Date”). All of the foregoing such financial statements are in all material respects in accordance with the books and records of Acquired Corporation SSB and have been prepared except as noted therein in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements the consolidated balance sheets presents fairly as of its date the consolidated financial condition of SSB and results of operations of Acquired Corporation for the year then endedits Subsidiaries. Except as and to the extent reflected or reserved against it in such financial statements balance sheets (including the notes thereto), Acquired Corporation did not haveneither SSB nor Southern States Bank had, as of the date dates of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The statements of consolidated income, stockholders’ equity and changes in consolidated financial position present fairly the results of operations and changes in financial position of SSB and its Subsidiaries for the periods indicated. The foregoing representations, insofar as they relate to any unaudited interim financial statements of SSB that may be presented to CBB, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. All journal entries have been appropriately made in the books and records of SSB. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all All income and other material Tax returns required to be filed by or on behalf of Acquired Corporation SSB have been timely filed (or requests for extensions therefor have been timely filed and granted made and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before unless appropriately reflected as a Liability on the date on which they would be delinquentbalance sheet. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(a4.3(a)(i) are, to the Knowledge of Acquired CorporationSSB, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and or other Taxes (including any interest or penalties) of Acquired Corporation SSB accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation SSB may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationSSB, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability of any sort has Tax liabilities have been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired Corporation. Acquired Corporation has not executed an extension or waiver SSB other than extensions obtained in the ordinary course of any statute of limitations on the assessment or collection of any Tax due that is currently in effectbusiness. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Each SSB Company has withheld from its employees (and timely paid to the appropriate governmental government entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation SSB Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation has delivered to Buyer copies of the following financial statements of Acquired Corporation: (i) Consolidated The Company has previously delivered to the Lender, true, correct and complete copies of its financial statements of financial condition as of December 31, 2003, 2004 and 2005; (ii) Consolidated statements of income for each of the three years ended December 31, 20031997, 2004 1998 and 2005; 1999 (iiithe "Historical Financial Statements") Consolidated statements of stockholders’ equity for each of the three years ended December 31, 2003, 2004 and 2005; and (iv) Consolidated statements of cash flows for the three years six months ended December 31June 30, 20032000 (the "2000 Financial Statements" and, 2004 and 2005. All of the foregoing financial statements are in all material respects in accordance together with the books and records of Acquired Corporation and Historical Financial Statements the "Financial Statements"). The Financial Statements have been prepared in accordance with GAAP applied (except for the absence of the footnotes in any Financial Statements which do not cover a full fiscal year) and fairly present in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods then ended (subject to normal year-end adjustments in the case of the 2000 Financial Statements and in any other Financial Statements which do not cover a full fiscal year). The 1997 and 1998 Historical Financial Statements have been audited by Xxxxxx Xxxxxxxx LLP who are independent public accountants within the meaning of the Securities Act and they have expressed an opinion thereon, which is unqualified with respect to the Financial Statements for the years ended December 31, 1997 and 1998. As of the respective dates of the Financial Statements, the Company had no material liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) whether or not required by GAAP to be reflected on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth balance sheet or disclosed in the notes to such statements. Each of such financial statements presents fairly thereto except as of its date were reflected on any balance sheet or disclosed in any notes contained in the financial condition and results of operations of Acquired Corporation for the year then ended. Except as and to the extent reflected or reserved against in such financial statements (including the notes thereto), Acquired Corporation did not have, as of the date of such financial statements, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements or the notes theretoFinancial Statements. (bii) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement3.1(i), the Company has filed or obtained extensions for all necessary income, franchise and other material tax returns, domestic and foreign, all Tax such returns required are correct in all respects, and the Company has paid all taxes shown as due thereunder (except in the case where the Company is contesting such matter in good faith and except in such circumstances where such failure would not reasonably be expected to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expireda Material Adverse Effect), and the Company has no knowledge of any tax deficiency which might be assessed against the Company which would reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Schedule 3.1(i), the Company has withheld and paid all returns filed are complete and accurate in all material respects. All Taxes shown on these returns taxes required to be due and all additional assessments received have been withheld and paid in connection with amounts paid or will be paid before the date on which they would be delinquentowing to any employee, independent contractor, creditor, stockholder, or other third party. The amounts recorded for Taxes on Company is not obligated to make any payments and is not a party to any agreement that under certain circumstances (including the financial statements provided occurrence of the Conversion Date) could obligate it to make any payments that will not be deductible under Section 5.4(a) are, to section 280G of the Knowledge Code. The Company has not been a member of Acquired Corporation, sufficient in all material respects an affiliated group filing a consolidated federal income tax return and has no liability for the payment taxes of all unpaid federal, any person under Treasury Regulation 1.1502.6 (or any similar provision of state, county, local, or foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereoflaw), and all years and periods prior thereto and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets ofor successor, by contract, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired Corporation, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability of any sort has been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired Corporation. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effectotherwise. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation has delivered to Buyer SSFC copies of the following its audited financial statements of Acquired Corporation: (i) Consolidated statements of financial condition as of dated December 31, 2003, 2004 and 2005; (ii) Consolidated statements of income for each of the three years ended December 31, 2003, 2004 and 2005; (iii) Consolidated statements of stockholders’ equity for each of the three years ended December 31, 2003, 2004 and 2005; and (iv) Consolidated statements of cash flows for the three years ended December 31, 2003, 2004 and 20051996. All of the foregoing financial statements are in all material respects in accordance with the books and records of Acquired Corporation and have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements balance sheets presents fairly as of its date the financial condition and results of operations of Acquired Corporation for the year then endedCorporation. Except as and to the extent reflected or reserved against in such financial statements balance sheets (including the notes thereto), Acquired Corporation did not have, as of the date of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The statements of income, stockholders' equity and cash flows present fairly the results of operation, changes in shareholders equity and cash flows of Acquired Corporation for the periods indicated. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all Tax All tax returns required to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(asection 4.4(a) are, to the Knowledge knowledge of Acquired Corporation, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge knowledge of Acquired Corporation, threatened by any taxing authority which is likely to result in a material Tax Liabilitytax liability, no material unpaid Tax tax deficiencies or additional liability of any sort has have been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired Corporation. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company has and the Bank have withheld from its their employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation Bancshares has delivered to Buyer Warrior copies of the following unaudited financial statements and other financial information of Acquired CorporationBancshares: (i) Consolidated statements of financial condition as of December 31, 2003, 2004 1996 and 20051997; (ii) Consolidated statements of income for each of the three two years ended December 31, 2003, 2004 1996 and 20051997; (iii) Consolidated statements of stockholders’ ' equity for each of the three two years ended December 31, 20031996, 2004 and 2005; and1997; (iv) Consolidated statements of cash flows for the three two years ended December 31, 20031996 and 1997; and (v) Financial information regarding the financial position and operations as of March 31, 2004 and 20051998. All of the foregoing financial statements are in all material respects in accordance with the books and records of Acquired Corporation Bancshares and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements presents present fairly as of its date the financial condition and results of operations of Acquired Corporation for the year then ended. Except as and to the extent reflected or reserved against in such financial statements (including the notes thereto), Acquired Corporation did not have, Bancshares as of the date respective dates indicated and the results of such financial statementsoperations, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected changes in shareholders' equity, changes in financial position and cash flows for the respective periods indicated. Such financial statements or the notes theretocontain and reflect reserves for all material accrued Liabilities and for all reasonably anticipated Losses, including but not limited to appropriate reserves for loan and lease losses. (b) Except as set forth on Schedule 5.4(b) ), to Acquired Corporation’s Disclosure Supplementthe Knowledge of Bancshares, all Tax returns required to be filed by or on behalf of Acquired Corporation Bancshares have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section section 5.4(a) are, to the Knowledge of Acquired CorporationBancshares, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation Bancshares accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation Bancshares may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No To the Knowledge of Bancshares, no audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationBancshares, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability Liability of any sort has been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired CorporationBancshares. Acquired Corporation Bancshares has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired CorporationBancshares, each Acquired Corporation Bancshares Company has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation Bancshares Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation has delivered to Buyer copies of the following financial statements of Acquired Corporation: (i) Consolidated The Company has previously delivered to the Lender, true, correct and complete copies of its financial statements of financial condition as of December 31, 2003, 2004 and 2005; (ii) Consolidated statements of income for each of the three years ended December 31, 20031997, 2004 1998 and 2005; 1999 (iiithe "Historical Financial Statements") Consolidated statements of stockholders’ equity for each of the three years ended December 31, 2003, 2004 and 2005; and (iv) Consolidated statements of cash flows for the three years six months ended December 31June 30, 20032000 (the "2000 Financial Statements" and, 2004 and 2005. All of the foregoing financial statements are in all material respects in accordance together with the books and records of Acquired Corporation and Historical Financial Statements the "Financial Statements"). The Financial Statements have been prepared in accordance with GAAP applied (except for the absence of the footnotes in any Financial Statements which do not cover a full fiscal year) and fairly present in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods then ended (subject to normal year-end adjustments in the case of the 2000 Financial Statements and in any other Financial Statements which do not cover a full fiscal year). The 1997 and 1998 Historical Financial Statements have been audited by Arthxx Xxxexxxx XXX who are independent public accountants within the meaning of the Securities Act and they have expressed an opinion thereon, which is unqualified with respect to the Financial Statements for the years ended December 31, 1997 and 1998. As of the respective dates of the Financial Statements, the Company had no material liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) whether or not required by GAAP to be reflected on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth balance sheet or disclosed in the notes to such statements. Each of such financial statements presents fairly thereto except as of its date were reflected on any balance sheet or disclosed in any notes contained in the financial condition and results of operations of Acquired Corporation for the year then ended. Except as and to the extent reflected or reserved against in such financial statements (including the notes thereto), Acquired Corporation did not have, as of the date of such financial statements, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements or the notes theretoFinancial Statements. (bii) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement3.1(i), the Company has filed or obtained extensions for all necessary income, franchise and other material tax returns, domestic and foreign, all Tax such returns required are correct in all respects, and the Company has paid all taxes shown as due thereunder (except in the case where the Company is contesting such matter in good faith and except in such circumstances where such failure would not reasonably be expected to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expireda Material Adverse Effect), and the Company has no knowledge of any tax deficiency which might be assessed against the Company which would reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Schedule 3.1(i), the Company has withheld and paid all returns filed are complete and accurate in all material respects. All Taxes shown on these returns taxes required to be due and all additional assessments received have been withheld and paid in connection with amounts paid or will be paid before the date on which they would be delinquentowing to any employee, independent contractor, creditor, stockholder, or other third party. The amounts recorded for Taxes on Company is not obligated to make any payments and is not a party to any agreement that under certain circumstances (including the financial statements provided occurrence of the Conversion Date) could obligate it to make any payments that will not be deductible under Section 5.4(a) are, to section 280G of the Knowledge Code. The Company has not been a member of Acquired Corporation, sufficient in all material respects an affiliated group filing a consolidated federal income tax return and has no liability for the payment taxes of all unpaid federal, any person under Treasury Regulation 1.1502.6 (or any similar provision of state, county, local, or foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereoflaw), and all years and periods prior thereto and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets ofor successor, by contract, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired Corporation, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability of any sort has been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired Corporation. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effectotherwise. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation BancGroup has delivered to Buyer ----------------------------- Acquired Corporation copies of the following financial statements of Acquired CorporationBancGroup: (i) Consolidated statements of financial condition balance sheets as of December 31, 2002, December 31, 2003, 2004 and 2005September 30, 2004; (ii) Consolidated statements of income operations for each of the three years ended December 31, 2001, 2002 and 2003, 2004 and 2005for the nine months ended September 30, 2004; (iii) Consolidated statements of stockholders’ equity cash flows for each of the three years ended December 31, 2001, 2002 and 2003, 2004 and 2005for the nine months ended September 30, 2004; and (iv) Consolidated statements of cash flows changes in shareholders' equity for the three years ended December 31, 2001, 2002 and 2003, 2004 and 2005for the nine months ended September 30, 2004. All of the foregoing such financial statements are in all material respects in accordance with the books and records of Acquired Corporation BancGroup and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAPindicated unless otherwise stated, all as more particularly set forth in the notes to such statements. Each of such financial statements the consolidated balance sheets presents fairly as of its date the consolidated financial condition of BancGroup and results of operations of Acquired Corporation for the year then endedits Subsidiaries. Except as and to the extent reflected or reserved against in such financial statements balance sheets (including the notes thereto), Acquired Corporation BancGroup did not have, as of the date dates of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The consolidated statements of operations, cash flows and changes in shareholders' equity present fairly the results of operations and changes in financial position of BancGroup and its Subsidiaries for the periods indicated. The foregoing representations, insofar as they relate to the unaudited interim financial statements of BancGroup for the nine months ended September 30, 2004, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all All Tax returns required to be filed by or on behalf of Acquired Corporation BancGroup have been timely filed (or requests for extensions therefor therefore have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(asection 4.3(a) are, to the Knowledge of Acquired CorporationBancGroup, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and or other Taxes (including any interest or penalties) of Acquired Corporation BancGroup accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation BancGroup may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationBancGroup, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability liabilities of any sort has have been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired CorporationBancGroup. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company BancGroup has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation has delivered to Buyer SSFC copies of the following its audited financial statements of Acquired Corporation: (i) Consolidated statements of financial condition as of dated December 31, 2003, 2004 and 2005; (ii) Consolidated statements of income for each of the three years ended December 31, 2003, 2004 and 2005; (iii) Consolidated statements of stockholders’ equity for each of the three years ended December 31, 2003, 2004 and 2005; and (iv) Consolidated statements of cash flows for the three years ended December 31, 2003, 2004 and 20051996. All of the foregoing financial statements are in all material respects in accordance with the books and records of Acquired Corporation and have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements balance sheet presents fairly as of its date the financial condition and results of operations of Acquired Corporation for the year then endedCorporation. Except as and to the extent reflected or reserved against in such financial statements balance sheets (including the notes thereto), Acquired Corporation did not have, as of the date of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The statements of income, stockholders' equity and cash flows present fairly the results of operation, changes in shareholders equity and cash flows of Acquired Corporation for the periods indicated. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all Tax All tax returns required to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(asection 4.4(a) are, to the Knowledge knowledge of Acquired Corporation, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge knowledge of Acquired Corporation, threatened by any taxing authority which is likely to result in a material Tax Liabilitytax liability, no material unpaid Tax tax deficiencies or additional liability of any sort has have been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired Corporation. Acquired Acquire Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company has and the Bank have withheld from its their employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation BancGroup has delivered to Buyer Acquired Corporation copies of the following financial statements of Acquired CorporationBancGroup: (i) Consolidated statements of financial condition as of December 31, 20032004, 2004 December 31, 2005, and 2005September 30, 2006; (ii) Consolidated statements of income for each of the three years ended December 31, 20032005, 2004 and 2005for the three and nine months ended September 30, 2006; (iii) Consolidated statements of stockholders’ cash flows for each of the three years ended December 31, 2005, and for the nine months ended September 30, 2006; and (iv) Consolidated statements of changes in shareholders' equity for each of the three years ended December 31, 20032005, 2004 and 2005; and (iv) Consolidated statements of cash flows for the three years nine months ended December 31September 30, 2003, 2004 and 20052006. All of the foregoing such financial statements are in all material respects in accordance with the books and records of Acquired Corporation BancGroup and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAPindicated unless otherwise stated, all as more particularly set forth in the notes to such statements. Each of such financial the consolidated statements of condition presents fairly as of its date the consolidated financial condition of BancGroup and results of operations of Acquired Corporation for the year then endedits Subsidiaries. Except as and to the extent reflected or reserved against in such financial statements balance sheets (including the notes thereto), Acquired Corporation BancGroup and its Subsidiaries did not have, as of the date dates of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The consolidated statements of income, cash flows and changes in shareholders’ equity present fairly the results of operations and changes in financial position of BancGroup and its Subsidiaries for the periods indicated. The foregoing representations, insofar as they relate to the unaudited interim financial statements of BancGroup for the three and nine months ended September 30, 2006, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all All Tax returns required to be filed by or on behalf of Acquired Corporation BancGroup and its Subsidiaries have been timely filed (or requests for extensions therefor therefore have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(asection 4.3(a) are, to the Knowledge of Acquired CorporationBancGroup, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and or other Taxes (including any interest or penalties) of Acquired Corporation BancGroup and its Subsidiaries accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation BancGroup and its Subsidiaries may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationBancGroup, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability liabilities of any sort has have been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired CorporationBancGroup or any of its Subsidiaries. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company has BancGroup and its Subsidiaries have withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation has delivered to Buyer BancGroup copies of the following financial statements of Acquired Corporation: (i) Consolidated statements of financial condition balance sheets as of December 31, 20032004, 2004 December 31, 2005, and 2005September 30, 2006; (ii) Consolidated statements of income for each of the three years ended December 31, 20032005, 2004 and 2005for the three and nine months ended September 30, 2006; (iii) Consolidated statements of stockholders’ equity cash flows for each of the three years ended December 31, 20032005, 2004 and 2005for the nine months ended September 30, 2006; and (iv) Consolidated statements of cash flows changes in shareholders’ equity for the three years ended December 31, 20032005, 2004 and 2005for the nine months ended September 30, 2006. All of the foregoing financial statements are in all material respects in accordance with the books and records of Acquired Corporation and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements balance sheets presents fairly as of its date the financial condition and results of operations of Acquired Corporation for the year then endedCorporation. Except as and to the extent reflected or reserved against in such financial statements balance sheets (including the notes thereto), Acquired Corporation did not have, as of the date of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The statements of income, shareholders’ equity and cash flows present fairly the results of operation, changes in shareholders’ equity and cash flows of Acquired Corporation for the periods indicated. The foregoing representations, insofar as they relate to the unaudited interim financial statements of Acquired Corporation for the three and nine months ended September 30, 2006, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all All Tax returns required to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor therefore have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section section 5.4(a) are, to the Knowledge of Acquired Corporation, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired Corporation, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability of any sort has been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired Corporation. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Each Acquired Corporation Company has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation has delivered --------------------------- to Buyer BancGroup copies of the following financial statements of Acquired Corporation: (i) Consolidated statements of financial condition balance sheets as of December 31, 20032002, 2004 December 31, 2003 and 2005September 30, 2004; (ii) Consolidated statements of income for each of the three years ended December 31, 2001, 2002 and 2003, 2004 and 2005for the nine months ended September 30, 2004; (iii) Consolidated statements of stockholders’ equity cash flows for each of the three years ended December 31, 2001, 2002, and 2003, 2004 and 2005for the nine months ended September 30, 2004; and (iv) Consolidated statements of cash flows changes in shareholders' equity for the three years ended December 31, 2001, 2002 and 2003, 2004 and 2005for the nine months ended September 30, 2004. All of the foregoing financial statements are in all material respects in accordance with the books and records of Acquired Corporation and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements balance sheets presents fairly as of its date the financial condition and results of operations of Acquired Corporation for the year then endedCorporation. Except as and to the extent reflected or reserved against in such financial statements balance sheets (including the notes thereto), Acquired Corporation did not have, as of the date of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The statements of income, shareholders' equity and cash flows present fairly the results of operation, changes in shareholders' equity and cash flows of Acquired Corporation for the periods indicated. The foregoing representations, insofar as they relate to the unaudited interim financial statements of Acquired Corporation for the nine months ended September 30, 2004, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement), all Tax returns required to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor therefore have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section section 5.4(a) are, to the Knowledge of Acquired Corporation, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired Corporation, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability of any sort has been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired Corporation. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Each Acquired Corporation Company has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation River Financial has delivered to Buyer PSB copies of the following financial statements of Acquired CorporationRiver Financial: (i) Consolidated statements of financial condition balance sheets as of December 31, 20032016, 2004 and 2005December 31, 2017; (ii) Consolidated statements of income operations for each of the three years ended December 31, 20032015, 2004 2016 and 20052017; (iii) Consolidated statements of stockholders’ equity cash flows for each of the three years ended December 31, 20032015, 2004 2016 and 20052017; and (iv) Consolidated statements of cash flows changes in shareholders’ equity for the three years ended December 31, 20032015, 2004 2016 and 20052017. All of the foregoing such financial statements are in all material respects in accordance with the books and records of Acquired Corporation River Financial and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements the consolidated balance sheets presents fairly as of its date the consolidated financial condition of River Financial and results of operations of Acquired Corporation for the year then endedits Subsidiaries. Except as and to the extent reflected or reserved against it in such financial statements balance sheets (including the notes thereto), Acquired Corporation did not haveneither River Financial nor River Bank had, as of the date dates of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The statements of consolidated income, shareholders’ equity and changes in consolidated financial position present fairly the results of operations and changes in financial position of River Financial and its Subsidiaries for the periods indicated. The foregoing representations, insofar as they relate to any unaudited interim financial statements of River Financial which may be presented to PSB, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. All journal entries have been appropriately made in the books and records of River Financial. (b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all All Tax returns required to be filed by or on behalf of Acquired Corporation River Financial have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(a4.3(a)(i) are, to the Knowledge of Acquired CorporationRiver Financial, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and or other Taxes (including any interest or penalties) of Acquired Corporation River Financial accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation River Financial may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationRiver Financial, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability liabilities of any sort has have been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired CorporationRiver Financial. Acquired Corporation has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (c) To the Knowledge of the Acquired Corporation, each Acquired Corporation Company River Financial has withheld from its employees (and timely paid to the appropriate governmental entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). (c) Each River Financial Company has withheld from its employees (and timely paid to the appropriate government entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, social security and employment Tax withholding for all types of compensation). Each Acquired Corporation River Financial Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

Financial Statements; Taxes. (a) Acquired Corporation River Financial has delivered or made available to Buyer Trinity copies of the following financial statements of Acquired CorporationRiver Financial, as filed with the SEC: (i) Consolidated statements of financial condition (balance sheets) as of December 31, 20032017, 2004 December 31, 2018, and 2005March 31, 2019; (ii) Consolidated statements of income (operations) for each of the three years ended December 31, 20032016, 2004 2017 and 20052018 and the quarter ended March 31, 2019; (iii) Consolidated statements of stockholders’ equity cash flows for each of the three years ended December 31, 20032016, 2004 2017 and 2005; and2018 and the quarter ended March 31, 2019; (iv) Consolidated statements of cash flows comprehensive income for the years ended December 31, 2016, 2017 and 2018; and (v) Consolidated statements of changes in stockholders’ equity for the three years ended December 31, 20032016, 2004 2017 and 2005. 2018 and the quarter ended March 31, 2019. (b) All of the foregoing such financial statements are in all material respects in accordance with the books and records of Acquired Corporation River Financial and have been prepared in accordance with GAAP and SEC Regulation S-X applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements the consolidated balance sheets presents fairly as of its date the consolidated financial condition of River Financial and results of operations of Acquired Corporation for the year then endedits Subsidiaries. Except as and to the extent reflected or reserved against it in such financial statements balance sheets (including the notes thereto), Acquired Corporation did not haveneither River Financial nor River Bank had, as of the date dates of such financial statementsbalance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements a balance sheet or the notes thereto. The statements of consolidated income, cash flows, comprehensive income and changes in stockholders’ equity present fairly the results of operations, cash flows, comprehensive income and changes in stockholders’ equity of River Financial and its Subsidiaries for the periods indicated. The foregoing representations, insofar as they relate to any unaudited interim financial statements of River Financial which may be presented to Trinity or that have been filed with the SEC, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure. All journal entries have been appropriately made in the books and records of River Financial. (bc) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all All income and other material Tax returns required to be filed by or on behalf of Acquired Corporation a River Financial Company have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all such returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquentpaid. The amounts recorded for Taxes on the financial statements balance sheets provided under Section 5.4(a4.3(a)(i) are, to the Knowledge of Acquired CorporationRiver Financial, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation all of the River Financial Companies accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation any River Financial Company may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to, any other corporation or other party. No audit, examination or investigation is presently being conducted or, to the Knowledge of Acquired CorporationRiver Financial, threatened by any taxing authority which is likely to result in a material Tax Liability, no material unpaid Tax deficiencies or additional liability of any sort has been proposed by any governmental representative and no agreements for extension of time for the assessment of any material amount of Tax have been entered into by or on behalf of Acquired Corporationany River Financial Company. Acquired Corporation No River Financial Company has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect. (cd) To the Knowledge of the Acquired Corporation, each Acquired Corporation Each River Financial Company has withheld from its employees (and timely paid to the appropriate governmental government entity) proper and accurate amounts for all periods in material compliance with all Tax withholding provisions of applicable federal, state, foreign and local Laws (including without limitation, income, Social Security social security and employment Tax withholding for all types of compensation). Each Acquired Corporation River Financial Company is in material compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) reasonably necessary to comply with, all applicable material information reporting and Tax withholding requirements under federal, state and local Tax Laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.