Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) Attached as Section 2.7 of the Company Disclosure Schedule are (i) the audited consolidated balance sheets, statements of income and stockholders’ equity and statements of cash flows of the Company as of and for the fiscal years ended December 31, 2013 and December 31, 2012 and (ii)(1) the unaudited balance sheet of Company (the “Company Balance Sheet”) as of May 31, 2014 (the “Company Balance Sheet Date”) and (2) the unaudited consolidated statements of income, stockholders’ equity and cash flows for the five-month period ended May 31, 2014, in the case of (i) above, together with the notes to such financial statements (collectively, the “Company Financial Statements”). The Company Financial Statements (i) are consistent with the books and records of the Company; (ii) have been prepared in accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present in all material respects the financial position, results of income, stockholders’ equity and cash flows of the Company and the Company Subsidiaries on a consolidated basis as of the dates indicated therein or for the periods indicated therein, subject to normal year-end adjustments and the absence of footnotes in the case of the unaudited Company Financial Statements. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto. The books of account of the Company accurately reflect the Company’s items of income and expense and all assets and liabilities and accruals that properly should have been reflected therein in accordance with GAAP consistently applied throughout the periods covered thereby except as disclosed in the Company Financial Statements. The Company has provided or made available to Parent copies of all material correspondence with its independent certified accountants since January 1, 2011. (b) The Company and the Company Subsidiaries maintain a system of internal controls over financial reporting that provides reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect, in all material respects, the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for the assets and liabilities of the Company and the Company Subsidiaries; and (iv) there is prevention or timely detection of the unauthorized acquisition, use, or disposition of assets of the Company and the Company Subsidiaries that would have a material effect on the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of May 31, 2014, nor has any such deficiency or weakness since been identified.

Financial Statements; Internal Controls. (a) Attached as Section 2.7 of the Company Disclosure Schedule are (i) the audited consolidated balance sheets, statements of income and stockholdersmembers’ equity and statements of cash flows of the Company as of and for the fiscal years ended December 31, 2013 and December 31, 2012 and (ii)(1) the unaudited balance sheet of Company (the “Company Balance Sheet”) as of May 31, 2014 (the “Company Balance Sheet Date”) and (2) the unaudited consolidated statements of income, stockholdersmembers’ equity and cash flows for the five-month period ended May 31, 2014, in the case of (i) above, together with the notes to such financial statements (collectively, the “Company Financial Statements”). The Company Financial Statements (i) are consistent with the books and records of the Company; (ii) have been prepared in accordance with GAAP (except that as otherwise stated therein or in the case of the unaudited Company Financial Statements do not contain Statements, for the omission of footnotes and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present present, in all material respects respects, the financial position, results of income, stockholdersmembers’ equity and cash flows of the Company and the Company Subsidiaries on a consolidated basis as of the dates indicated therein or for the periods indicated therein, subject to normal year-end adjustments and the absence of footnotes in the case of the unaudited Company Financial Statements. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto. The financial books of account of the Company accurately reflect the Company’s items of income and expense and all assets and liabilities and accruals that properly should have been reflected therein maintained in accordance with GAAP consistently applied throughout customary business practices and fairly and accurately reflect, in all material respects, on a basis consistent with past periods through the periods covered thereby except as disclosed in involved all of the material transactions of the Company, and the Company Financial StatementsStatements have been prepared and presented based upon and in conformity therewith. The Company has provided or made available to Parent Purchaser copies of all material correspondence with its independent certified accountants since January 1, 2011. (b) The Company and the Company Subsidiaries maintain a system of internal controls over financial reporting that provides commercially reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect, in all material respects, reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for the assets and liabilities of the Company and the Company Subsidiaries; and (iv) there is prevention or timely detection of the unauthorized acquisition, use, or disposition of assets of the Company and the Company Subsidiaries that would have a material effect on affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of May 31, 2014, nor has any such deficiency or weakness since been identified.

Financial Statements; Internal Controls. (a) Attached as Section 2.7 FPB has previously delivered or made available to FBMS copies of the Company Disclosure Schedule are FPB’s (i) the audited consolidated balance sheets, financial statements of income (including the related notes and stockholders’ equity and statements of cash flows of the Company as of and schedules thereto) for the fiscal years ended December 31, 2013 2017, 2016 and December 312015, 2012 and (ii)(1) accompanied by the unaudited balance sheet unqualified audit reports of Company (the “Company Balance Sheet”) as of May 31Postlethwaite & N▇▇▇▇▇▇▇▇▇▇, 2014 (the “Company Balance Sheet Date”) and (2) the unaudited consolidated statements of income, stockholders’ equity and cash flows for the five-month period ended May 31, 2014, in the case of (i) above, together with the notes to such financial statements independent registered accountants (collectively, the “Company Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six months ended June 30, 2018 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Company Financial Statements (iincluding any related notes and schedules thereto) are consistent with the books accurate and records of the Company; (ii) have been prepared complete in accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes all material respects and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present in all material respects the financial position, condition and the results of incomeoperations, stockholderschanges in shareholders’ equity equity, and cash flows of the Company FPB and the Company its consolidated Subsidiaries on a consolidated basis as of the respective dates indicated therein or of and for the periods indicated thereinreferred to in such financial statements, subject to normal year-end adjustments and the absence of footnotes all in accordance with GAAP, consistently applied, subject, in the case of the unaudited Company Unaudited Financial Statements. The statements , to normal, recurring year-end adjustments (the effect of income which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to FPB) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Company Audited Financial Statements do not contain Statements). No financial statements of any items of special entity or nonrecurring income or any enterprise other income not earned than FPB’s Subsidiaries are required by GAAP to be included in the ordinary course consolidated financial statements of business required to be disclosed separately FPB. The audits of FPB have been conducted in accordance with GAAP. Since December 31, except as expressly specified 2017, neither FPB nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the applicable statement notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of operations or notes theretoBusiness since December 31, 2017. The books of account True, correct and complete copies of the Company accurately reflect the Company’s items of income and expense and all assets and liabilities and accruals that properly should have been reflected therein Financial Statements are set forth in accordance with GAAP consistently applied throughout the periods covered thereby except as disclosed in the Company Financial Statements. The Company has provided or made available to Parent copies of all material correspondence with its independent certified accountants since January 1, 2011FPB Disclosure Schedule 3.07(a). (b) The Company records, systems, controls, data and information of FPB and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the Company exclusive ownership and direct control of FPB or its Subsidiaries or accountants (including all means of access thereto and therefrom). FPB and its Subsidiaries have devised and maintain a system of internal accounting controls over sufficient to provide reasonable assurances regarding the reliability of financial reporting that provides reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect, in all material respects, the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP GAAP. FPB has disclosed based on its most recent evaluations, to its outside auditors and to maintain accountability for the assets and liabilities audit committee of the Company board of directors of FPB (i) all significant deficiencies and material weaknesses in the Company Subsidiaries; design or operation of internal control over financial reporting which are reasonably likely to adversely affect FPB’s ability to record, process, summarize and report financial data and (ivii) there is prevention any fraud, whether or timely detection not material, that involves management or other employees who have a significant role in FPB’s internal control over financial reporting. (c) Except as set forth in FPB Disclosure Schedule 3.07, since January 1, 2015, neither FPB nor any of the unauthorized acquisitionits Subsidiaries nor, useto FPB’s Knowledge, any director, officer, employee, auditor, accountant or representative of FPB or any of its Subsidiaries has received, or disposition otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of assets FPB or any of the Company and the Company its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that would have a material effect on the Company’s financial statements. No significant deficiency FPB or material weakness was identified any of its Subsidiaries has engaged in management’s assessment of internal controls as of May 31, 2014, nor has any such deficiency questionable accounting or weakness since been identifiedauditing practices.

Financial Statements; Internal Controls. (a) Attached as Section 2.7 PFG has previously delivered or made available to SMBK copies of the Company Disclosure Schedule are PFG’s (i) the audited consolidated balance sheets, financial statements of income (including the related notes and stockholders’ equity and statements of cash flows of the Company as of and schedules thereto) for the fiscal years ended December 31, 2013 2018, 2017 and December 312016, 2012 and (ii)(1) accompanied by the unaudited balance sheet unqualified audit reports of Company (the “Company Balance Sheet”) as of May 31▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 2014 (the “Company Balance Sheet Date”) and (2) the unaudited consolidated statements of income, stockholders’ equity and cash flows for the five-month period ended May 31, 2014, in the case of (i) above, together with the notes to such financial statements independent registered accountants (collectively, the “Company Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the nine months ended September 30, 2019 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Company Financial Statements (iincluding any related notes and schedules thereto) are consistent with the books accurate and records of the Company; (ii) have been prepared complete in accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes all material respects and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present in all material respects the financial position, condition and the results of incomeoperations, stockholderschanges in shareholders’ equity equity, and cash flows of the Company PFG and the Company its consolidated Subsidiaries on a consolidated basis as of the respective dates indicated therein or of and for the periods indicated thereinreferred to in such financial statements, subject to normal year-end adjustments and the absence of footnotes all in accordance with GAAP, consistently applied, subject, in the case of the unaudited Company Unaudited Financial Statements. The statements , to normal, recurring year-end adjustments (the effect of income which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to PFG) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Company Audited Financial Statements do not contain Statements). No financial statements of any items of special entity or nonrecurring income or any enterprise other income not earned than PFG’s Subsidiaries are required by GAAP to be included in the ordinary course consolidated financial statements of business required to be disclosed separately PFG. The audits of PFG have been conducted in accordance with GAAP. Since December 31, except as expressly specified 2018, neither PFG nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the applicable statement notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of operations or notes theretoBusiness since December 31, 2018. The books of account True, correct and complete copies of the Company accurately reflect the Company’s items of income and expense and all assets and liabilities and accruals that properly should Financial Statements have been reflected therein in accordance with GAAP consistently applied throughout provided to SMBK prior to the periods covered thereby except as disclosed in the Company Financial Statements. The Company has provided or made available to Parent copies of all material correspondence with its independent certified accountants since January 1, 2011date hereof. (b) The Company records, systems, controls, data, and information of PFG and its Subsidiaries are recorded, stored, maintained, and operated under means (including any electronic, mechanical, or photographic process, whether computerized or not) that are under the Company exclusive ownership and direct control of PFG or its Subsidiaries or accountants (including all means of access thereto and therefrom). PFG and its Subsidiaries have devised and maintain a system of internal accounting controls over sufficient to provide reasonable assurances regarding the reliability of financial reporting that provides reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect, in all material respects, the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP GAAP. PFG has disclosed based on its most recent evaluations, to its outside auditors and to maintain accountability for the assets and liabilities audit committee of the Company board of directors of PFG (i) all significant deficiencies and material weaknesses in the Company Subsidiaries; design or operation of internal control over financial reporting which are reasonably likely to adversely affect PFG’s ability to record, process, summarize and report financial data and (ivii) there is prevention any fraud, whether or timely detection not material, that involves management or other employees who have a significant role in PFG’s internal control over financial reporting. PFG has made available to SMBK a summary of any such disclosure made by management to the unauthorized acquisitionauditor and/or audit committee of PFG or any Subsidiary. (c) Except as set forth in PFG Disclosure Schedule 3.07(c), usesince January 1, 2016, neither PFG nor any of its Subsidiaries nor, to PFG’s Knowledge, any director, officer, employee, auditor, accountant or representative of PFG or any of its Subsidiaries has received, or disposition otherwise had or obtained Knowledge of, any material complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of assets PFG or any of the Company and the Company its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that would have a material effect on the Company’s financial statements. No significant deficiency PFG or material weakness was identified any of its Subsidiaries has engaged in management’s assessment of internal controls as of May 31, 2014, nor has any such deficiency questionable accounting or weakness since been identifiedauditing practices.

Financial Statements; Internal Controls. (a) Attached as Section 2.7 LBC has previously delivered or made available to CBAN copies of the Company Disclosure Schedule are LBC’s (i) the audited consolidated balance sheets, financial statements of income (including the related notes and stockholders’ equity and statements of cash flows of the Company as of and schedules thereto) for the fiscal years ended December 31, 2013 2017, 2016 and December 312015, 2012 and (ii)(1) accompanied by the unaudited balance sheet unqualified audit reports of Company (the “Company Balance Sheet”) as of May 31▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, 2014 (the “Company Balance Sheet Date”) and (2) the unaudited consolidated statements of income, stockholders’ equity and cash flows for the five-month period ended May 31, 2014, in the case of (i) above, together with the notes to such financial statements independent registered accountants (collectively, the “Company Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the nine months ended September 30, 2018 (the “Unaudited Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Company Financial Statements (iincluding any related notes and schedules thereto) are consistent with the books accurate and records of the Company; (ii) have been prepared complete in accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes all material respects and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present in all material respects the financial position, condition and the results of incomeoperations, stockholderschanges in shareholders’ equity equity, and cash flows of the Company LBC and the Company its consolidated Subsidiaries on a consolidated basis as of the respective dates indicated therein or of and for the periods indicated thereinreferred to in such financial statements, subject to normal year-end adjustments and the absence of footnotes all in accordance with GAAP, consistently applied, subject, in the case of the unaudited Company Unaudited Financial Statements. The statements , to normal, recurring year-end adjustments (the effect of income which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to LBC) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the Company Audited Financial Statements do not contain Statements). No financial statements of any items of special entity or nonrecurring income or any enterprise other income not earned than LBC’s Subsidiaries are required by GAAP to be included in the ordinary course consolidated financial statements of business required to be disclosed separately LBC. The audits of LBC have been conducted in accordance with GAAP. Since December 31, except as expressly specified 2017, neither LBC nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the applicable statement notes thereto except for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of operations or notes theretoBusiness since December 31, 2017. The books of account True, correct and complete copies of the Company accurately reflect the Company’s items of income and expense and all assets and liabilities and accruals that properly should have been reflected therein Financial Statements are set forth in accordance with GAAP consistently applied throughout the periods covered thereby except as disclosed in the Company Financial Statements. The Company has provided or made available to Parent copies of all material correspondence with its independent certified accountants since January 1, 2011LBC Disclosure Schedule 3.07(a). (b) The Company records, systems, controls, data and information of LBC and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the Company exclusive ownership and direct control of LBC or its Subsidiaries or accountants (including all means of access thereto and therefrom). LBC and its Subsidiaries have devised and maintain a system of internal accounting controls over sufficient to provide reasonable assurances regarding the reliability of financial reporting that provides reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect, in all material respects, the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP GAAP. LBC has disclosed based on its most recent evaluations, to its outside auditors and to maintain accountability for the assets and liabilities audit committee of the Company board of directors of LBC (i) all significant deficiencies and material weaknesses in the Company Subsidiaries; design or operation of internal control over financial reporting which are reasonably likely to adversely affect LBC’s ability to record, process, summarize and report financial data and (ivii) there is prevention any fraud, whether or timely detection not material, that involves management or other employees who have a significant role in LBC’s internal control over financial reporting. (c) Except as set forth in LBC Disclosure Schedule 3.07(c), since January 1, 2015, neither LBC nor any of the unauthorized acquisitionits Subsidiaries nor, useto LBC’s Knowledge, any director, officer, employee, auditor, accountant or representative of LBC or any of its Subsidiaries has received, or disposition otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of assets LBC or any of the Company and the Company its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that would have a material effect on the Company’s financial statements. No significant deficiency LBC or material weakness was identified any of its Subsidiaries has engaged in management’s assessment of internal controls as of May 31, 2014, nor has any such deficiency questionable accounting or weakness since been identifiedauditing practices.

Financial Statements; Internal Controls. (a) Attached as Section 2.7 of the Company Disclosure Schedule are (i) the audited consolidated balance sheets, statements of income and stockholdersshareholders’ equity and statements of cash flows of the Company as of and for the fiscal years ended December 31, 2013 2015 and December 31, 2012 2014 and (ii)(1) the unaudited consolidated balance sheet of Company (the “Company Balance Sheet”) as of May 31, 2014 2016 (the “Company Balance Sheet Date”) and (2) the unaudited consolidated statements of income, stockholdersshareholders’ equity and cash flows for the five-month period ended May 31, 2014, in on the case of (i) aboveCompany Balance Sheet Date, together with the notes to such financial statements (collectively, the “Company Financial Statements”). The Company Financial Statements (i) are consistent in all material respects with the books and records of the Company; (ii) have been prepared in accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present in all material respects the in accordance with GAAP financial position, results of income, stockholdersshareholders’ equity and cash flows of the Company and the Company Subsidiaries on a consolidated basis as of the dates indicated therein or for the periods indicated therein, subject to normal year-end adjustments and the absence of footnotes in the case of the unaudited Company Financial Statements. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto. The books of account of the Company and the Company Subsidiaries accurately reflect the Company’s and the Company Subsidiaries’ items of income and expense and all assets and liabilities and accruals that properly should have been reflected therein in accordance with GAAP consistently applied throughout the periods covered thereby except as disclosed in the Company Financial Statements. The Company has and the Company Subsidiaries have provided or made available to Parent copies of all material written correspondence with its their independent certified accountants since January 1, 20112014. (b) The Each of the Company and the Company Subsidiaries maintain maintains a system of internal controls over financial reporting that provides reasonable assurance that (i) records are maintained in reasonable detail and accurately and fairly reflect, in all material respects, reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries, respectively; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for the assets and liabilities of the Company and the Company Subsidiaries, respectively; and (iv) there is prevention or timely detection of the unauthorized acquisition, use, or disposition of assets of the Company and or the Company Subsidiaries that would have a material effect on affect the Company’s consolidated financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of May December 31, 20142015, nor has any such deficiency or weakness since been identified.

Financial Statements; Internal Controls. (a) Attached as Section 2.7 Schedule 2.7(a) is a copy of the audited consolidated financial statements (including any related notes thereto) of the Company Disclosure Schedule are (i) the audited consolidated balance sheets, statements of income and stockholders’ equity and statements of cash flows of the Company as of and for the fiscal years ended December 31, 2013 2006, December 31, 2005 and December 31, 2012 and (ii)(1) the unaudited balance sheet of Company 2004 (the “Company Balance Sheet”) as of May 31, 2014 (the “Company Balance Sheet Date”) and (2) the unaudited consolidated statements of income, stockholders’ equity and cash flows for the five-month period ended May 31, 2014, in the case of (i) above, together with the notes to such financial statements (collectively, the “Company Audited Financial Statements”). The Company Audited Financial Statements (i) are consistent with the books and records of the Company; (ii) have been were prepared in accordance with GAAP accounting principles generally accepted in the United States (except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end adjustments“GAAP”) applied on a consistent basis throughout the periods covered; involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated. (b) Attached as Schedule 2.7(b) is a copy of the unaudited consolidated financial statements (including any related notes thereto) of the Company for the three and six month periods ended June 30, 2007 (the “Company Recent Financial Statements”). The Company Recent Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and (iiiii) fairly present in all material respects the financial position, position of the Company at the date thereof and the results of income, stockholders’ equity its operations and cash flows for the periods indicated, except that such statements do not reflect certain period-end adjustments customarily omitted in unaudited financial statements that are not expected to be material. (c) The Company Audited Financial Statements and the Company Recent Financial Statements are referred to herein collectively as the “Company Financial Statements.” No financial statements of any Person other than the Company and the Company Subsidiaries on a consolidated basis as are required by GAAP to be included in any of the dates indicated therein or for the periods indicated therein, subject to normal year-end adjustments and the absence of footnotes in the case of the unaudited Company Financial Statements. The statements . (d) Except as otherwise noted in the Company Recent Financial Statements, or as set forth in Schedule 2.7(d), the accounts and notes receivable of income the Company reflected on the balance sheet included in the Company Recent Financial Statements do not contain any items of special or nonrecurring income or any other income not earned Statements: (i) arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, except to the extent a reserve therefor is reflected on the Company Recent Financial Statements; (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally and by general equitable principles; (iii) are not subject to any valid set-off or counterclaim for which the Company has received written notice except to the extent set forth in such balance sheet contained therein; and (iv) are not the subject of any actions or proceedings brought by or on behalf of the Company. (e) Since July 1, 2003, the books of account, ledgers and other financial records of the Company have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be disclosed separately set forth therein and which are not so set forth. (f) Except as set forth in accordance with GAAPSchedule 2.7(f), except as expressly specified in the applicable statement of operations or notes thereto. The books of account of the Company accurately reflect the Company’s items of income maintains accurate books and expense and all records reflecting its assets and liabilities and accruals that properly should have been reflected therein in accordance with GAAP consistently applied throughout the periods covered thereby except as disclosed in the Company Financial Statements. The Company has provided or made available to Parent copies of all material correspondence with its independent certified accountants since January 1, 2011. (b) The Company and the Company Subsidiaries maintain a system of maintains adequate internal accounting controls over financial reporting that provides which provide reasonable assurance that that: (i) records transactions are maintained in reasonable detail and accurately and fairly reflect, in all material respects, the transactions and dispositions of the assets of the Company and the Company Subsidiariesexecuted with management’s authorization; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit the preparation of the consolidated financial statements of the Company in conformity accordance with GAAP and to maintain accountability for the Company’s consolidated assets; (iii) access to the Company’s assets and liabilities of the Company and the Company Subsidiariesis permitted only in accordance with management’s authorization; and (iv) there is prevention or timely detection the reporting of the unauthorized acquisition, use, or disposition of assets of the Company and the Company Subsidiaries that would have a material effect on the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of May 31, 2014, nor has any such deficiency or weakness since been identifiedassets is compared with existing assets at regular intervals.

Financial Statements; Internal Controls. (a) Attached as Section 2.7 of the Company Disclosure Schedule are (i) the The audited consolidated balance sheetssheets and related statements of financial position, audited statements of comprehensive income, statements of income and stockholderschanges in shareholders’ equity and statements of cash flows of the Company as of and for the fiscal years period ended December March 31, 2013 2023 (collectively, the “Audited Financial Statements”), were prepared and December 31audited in accordance with the standards, 2012 principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the Public Company Accounting Oversight Board and applicable Law. Prior to the date hereof, true, complete and correct copies of the Audited Financial Statements, and the accompanying independent auditors’ report, as applicable, have been made available to Acquiror. (ii)(1b) Prior to the date hereof the Company has made available to Acquiror true, complete and correct copies of the unaudited consolidated balance sheet of Company (the “Company Balance Sheet”) as of May 31, 2014 (the “Company Balance Sheet Date”) sheets and (2) the related unaudited consolidated statements of income, stockholders’ equity and cash flows for the five-month period ended May 31, 2014, in the case of (i) above, together with the notes to such financial statements (collectively, the “Company Financial Statements”). The Company Financial Statements (i) are consistent with the books and records of the Company; (ii) have been prepared in accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered; and (iii) fairly present in all material respects the financial position, results of income, stockholdersshareholders’ equity and cash flows of the Company and the Company Subsidiaries on a consolidated basis as of the dates indicated therein or for Balance Sheet Date (the periods indicated therein“Unaudited Financial Statements” and, subject together with the Audited Financial Statements, the “Financial Statements”). Subject to notes and normal year-end audit adjustments that are not material in amount or effect, the Unaudited Financial Statements were prepared in accordance with the standards, principles and the absence of footnotes practices specified in the case Audited Financial Statements and, subject thereto, in accordance with applicable Law and show a true and fair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of the unaudited Company Financial Statements. The statements as of income included in the Balance Sheet Date and (ii) the profits and losses and cash flow of the Company for the nine (9)-month period ended as of the Balance Sheet Date. (c) The Financial Statements do not contain any items were derived from the books and records of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately Company and prepared in accordance with GAAP, except as expressly specified may be indicated in the applicable statement notes thereto and using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of operations or notes thereto. The books of account the consolidated financial statements of the Company accurately reflect since the Company’s items inception. The Financial Statements fairly present in all material respects the assets, liabilities, cash flow and financial condition and results of income operations of the Company as of the times and expense and all assets and liabilities and accruals that properly should have been reflected therein in accordance with GAAP consistently applied throughout for the periods covered thereby referred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as disclosed in the Company Financial Statements. The Company has provided required by applicable Law or made available to Parent copies of all material correspondence with its independent certified accountants since January 1, 2011GAAP. (bd) The Company and the Company Subsidiaries maintain maintains a system of accounting and internal controls over designed to provide reasonable assurances regarding the reliability of the financial reporting that provides reasonable assurance that and the preparation of the financial statements of the Company in accordance in all material respects with GAAP. Since the Company’s inception, the Company (including the Company’s personnel and independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) has not identified nor been made aware of (i) records are maintained in reasonable detail and accurately and fairly reflect, in all material respects, the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for the assets and liabilities of the Company and the Company Subsidiaries; and (iv) there is prevention or timely detection of the unauthorized acquisition, use, or disposition of assets of the Company and the Company Subsidiaries that would have a material effect on the Company’s financial statements. No any significant deficiency or material weakness was identified in management’s assessment the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves management of the Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoing. The Financial Statements, when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.02, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC and the Securities Act in effect as of May 31, 2014, nor has any such deficiency or weakness since been identifieddate.