Common use of Company Reports Clause in Contracts

Company Reports. (a) All Company Reports filed or furnished since the Applicable Date have been filed or furnished on a timely basis. Correct and complete copies of each of the Company Reports filed or furnished since the Applicable Date and prior to the date of this Agreement have been made available to Parent. (b) Each of the Company Reports filed or furnished since January 1, 2017, at the time of its filing with or being furnished (and, if amended or supplemented, as of the date of such amendment or supplement) to the SEC (or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively, and if amended or supplemented, as of the date of such amendment or supplement), complied or will comply in all material respects (as applicable), with the applicable requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as applicable. As of their respective dates (or if amended or supplemented as of the date of such amendment or supplement), the Company Reports filed or furnished to the SEC since January 1, 2017 have not and will not (as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that any such Company Report that is a registration statement filed pursuant to the Securities Act, did not and will not (as applicable), contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) None of the Subsidiaries of the Company is subject to the reporting requirements of Section 13a or Section 15d of the Exchange Act.

Company Reports. (a) All The Company Reports has filed or furnished since the Applicable Date have been filed or furnished furnished, as applicable, on a timely basis. Correct , all forms, statements, certifications, reports and complete copies of each of the Company Reports documents required to be filed or furnished since by it with the Applicable Date Securities and prior Exchange Commission (the “SEC”) pursuant to the date of this Agreement have been made available to Parent. Exchange Act or the Securities Act since January 1, 2005 (b) Each of the Company Reports forms, statements, certifications, reports and documents filed or furnished since January 1, 20172005 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing with or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (andor, if amended or supplementedprior to the date hereof, as of the date of such amendment or supplement) to the SEC (or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively, and if amended or supplemented, as of the date of such amendment or supplement), complied or will comply in all material respects (as applicable), with the applicable requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as applicable. As of their respective dates (or if amended or supplemented as of the date of such amendment or supplementamendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC since January 1, 2017 have not and subsequent to the date hereof will not (as applicable)not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company has made available to Parent copies of all material correspondence between the SEC and the Company since January 1, except that any such Company Report that is a registration statement filed pursuant 2005. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC staff with respect to the Securities Act, did not and will not (as applicable), contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) Company Reports. None of the Company’s Subsidiaries of is or has been required to file any form, report or other document with the Company is subject to the reporting requirements of Section 13a SEC or Section 15d of the Exchange Actany securities exchange or quotation service.

Company Reports. (a) All Company Reports filed or furnished since the Applicable Date have been filed or furnished on a timely basis. Correct and complete copies of each of the Company Reports filed or furnished since the Applicable Date and prior to the date of this Agreement have been made available to Parent. (b) Each of the Company Reports filed or furnished since January 1, 2017the Applicable Date, at the time of its filing with or being furnished (andor, if amended or supplemented, as of the date of such amendment or supplement) to the SEC (, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively, and if amended or supplemented, as of the date of such amendment or supplement), complied or will comply in all material respects (as applicable), with the applicable requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as applicable. As The Company Reports filed or furnished since the Applicable Date at the time of their respective dates its filing or being furnished (or or, if amended or supplemented supplemented, as of the date of such amendment or supplement), or, in the case of a Company Reports Report that is a registration statement filed or furnished pursuant to the SEC since January 1Securities Act or a proxy statement filed pursuant to the Exchange Act, 2017 on the date of effectiveness of such Company Report or date of the applicable meeting, respectively) have not and will not (as applicable), contain contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that any such Company Report that is a registration statement filed pursuant to the Securities Act, Act did not and will not (as applicable), contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) None As of the Subsidiaries date hereof, (i) none of the Company Reports filed or furnished since the Applicable Date is subject to any pending Proceeding by or before the reporting requirements of Section 13a or Section 15d of the Exchange Act.SEC, and

Company Reports. (ai) All The Company Reports has filed or furnished, as applicable, on a timely basis all registration statements, forms, reports and other documents required to be filed or furnished since by it with the SEC pursuant to the Securities Act or the Exchange Act on or after February 28, 2010 (the “Applicable Date have been filed or furnished on a timely basis. Correct Date”) (the registration statements, forms, reports and complete copies of each of the Company Reports other documents filed or furnished since the Applicable Date and prior those filed or furnished subsequent to the date of this Agreement have been made available to Parent. (b) hereof, including any schedules, exhibits and amendments thereto, the “Company Reports”). Each of the Company Reports filed or furnished since January 1, 2017Reports, at the time of its filing with or being furnished complied or, if not yet filed or furnished, will comply when filed or furnished as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. As of their respective dates (andor, if amended or supplementedprior to the date hereof, as of the date of such amendment or supplement) to the SEC (or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively, and if amended or supplemented, as of the date of such amendment or supplement), complied or will comply in all material respects (as applicable), with the applicable requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as applicable. As of their respective dates (or if amended or supplemented as of the date of such amendment or supplementamendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC since January 1, 2017 have not and subsequent to the date of this Agreement will not (as applicable)not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of the date of this Agreement, except that there are no outstanding and unresolved comments in comment letters received from the SEC or its staff with respect to any such of the Company Report Reports. There has been no material correspondence between the SEC and the Company since the Applicable Date that is a registration statement filed pursuant to the Securities Act, did not and will not (as applicable), contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) None of the Subsidiaries available on ▇▇▇▇▇. No Subsidiary of the Company is subject to the reporting requirements of Section 13a 13(a) or Section 15d 15(d) of the Exchange Act. (ii) Since the Applicable Date, subject to any applicable grace periods, the Company has been and is in compliance in all material respects with the applicable provisions of (A) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed, and to the Knowledge of the Company such disclosure controls and procedures are effective, to ensure that material information required to be disclosed by the Company is made known on a timely basis to the Chief Executive Officer or Chief Financial Officer of the Company. The Company maintains internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Such internal controls over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on the most recent evaluation of such internal controls prior to the date of this Agreement, to the Company’s auditors and the Audit Committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) to the Knowledge of the Company, any fraud that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (iv) As of the date hereof, neither the Company nor any of its Subsidiaries has outstanding “extensions of credit” to directors or executive officers of the Company within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Company Reports. (a) All Company Reports filed or furnished since the Applicable Date have been filed or furnished on a timely basis. Correct and complete copies of Since January 1, 2013, each of the Company Reports and the Bank has timely filed or furnished since all material reports, registrations, documents, filings, statements and submissions, together with any amendments thereto, that it was required to file with or furnish to any Governmental Entity (the Applicable Date foregoing, collectively, the “Company Reports”) and has paid all material fees and assessments due and payable in connection therewith. As of their respective dates of filing or furnishing, or, if amended, as of the date of the last such amendment prior to the date of this Agreement have been made available to Parent. (b) Each of Agreement, the Company Reports complied in all material respects with all statutes and applicable rules and regulations of the applicable Governmental Entities. Other than the Form S-1 filed by the Company with the SEC on September 25, 2015 (the “Company S-1”), to the Company’s Knowledge as of the date hereof, no Company Report is the subject of ongoing review, comment or investigation by any Governmental Entity. In the case of each such Company Report filed with or furnished since January 1to the SEC, 2017such Company Report did not, at the time as of its filing with date or being furnished (and, if amended or supplementedprior to the date of this Agreement, as of the date of such amendment or supplement) to the SEC (or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively, and if amended or supplemented, as of the date of such amendment or supplement), complied or will comply in all material respects (as applicable), with the applicable requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as applicable. As of their respective dates (or if amended or supplemented as of the date of such amendment or supplement), the any Company Reports filed with or furnished to the SEC since January 1, 2017 have not subsequent to the date of this Agreement and prior to the Closing will not (as applicable)not, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinin it, in light of the circumstances in under which they were made, not misleadingmisleading and complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. With respect to all other Company Reports filed since January 1, except that any such Company Report that is a registration statement 2013 or to be filed pursuant subsequent to the Securities Actdate of this Agreement and prior to the Closing, did not the Company Reports will be complete and will not (accurate in all material respects as applicable)of their respective dates, contain or the dates of their respective amendments. No executive officer of the Company or the Bank has failed in any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary respect to make the statements therein certifications required of him or her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (collectively, “▇▇▇▇▇▇▇▇-▇▇▇▇▇”). The Bank is not misleadingrequired to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of the Company and the Bank, no Governmental Entity has initiated any proceeding or, to the Knowledge of the Company, investigation into the business or operations of the Company or the Bank since January 1, 2013. There are no unresolved material violations set forth in any report relating to any examinations or inspections by any Governmental Entity of the Company or the Bank. There are no unresolved “matters requiring attention,” “matters requiring immediate attention” or similar items which have previously been communicated to the Company or the Bank by the Federal Reserve or the OCC which are reasonably likely to have a material impact on the Company or the Bank. (b) The records, systems, controls, data and information of each of the Company and the Bank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Bank or their accountants (including all means of access thereto and therefrom), except as would not reasonably be expected to have a material adverse effect on the Company’s system of internal accounting controls. (c) None The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed and maintained to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Subsidiaries Company’s filings with the SEC and other public disclosure documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is designed and maintained to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company is subject are being made only in accordance with authorizations of management and directors of the Company and (ii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (1) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of the Company Board any material weaknesses in internal control over financial reporting and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Purchaser (A) any such written disclosure made by management to the Company’s auditors and audit committee since January 1, 2013 and (B) any written communication since January 1, 2012 made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of Nasdaq, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since January 1, 2013, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from the Company Employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Purchaser a summary of all material complaints or concerns relating to other matters made since January 1, 2013 through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or the Bank, whether or not employed by the Company or the Bank, has reported evidence of a violation of securities Law, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board or the Company Board pursuant to the rules adopted pursuant to Section 307 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or any Company policy contemplating such reporting, including in instances not required by those rules. (d) The Company has complied with and is in compliance in all material respects with all applicable listing and corporate governance requirements of Section 13a or Section 15d of the Exchange ActNasdaq.