Common use of Exchange Act Filings; Financial Statements Clause in Contracts

Exchange Act Filings; Financial Statements. (a) First Capital has timely filed and made available to Coastal all SEC Documents required to be filed by First Capital since December 31, 2000. The First Capital SEC Documents (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such First Capital SEC Documents or necessary in order to make the statements in such First Capital SEC Documents not misleading. First Capital has made available to Coastal all comment letters received by First Capital from the staffs of the SEC and the OCC and all responses to such comment letters by or on behalf of First Capital with respect to all filings under the Securities Laws. First Capital's principal executive officer and principal financial officer (and First Capital's former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the First Capital SEC Documents. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Capital nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certifications. No First Capital Company is required to file any reports under the Exchange Act. (b) Each of the First Capital Financial Statements (including, in each case, any related notes) contained in the First Capital SEC Documents, including any First Capital SEC Documents filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the Exchange Act, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB of the Exchange Act), and fairly presented the financial position of First Capital and each First Capital Company as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) First Capital's independent public accountants, which have expressed their opinion with respect to the First Capital Financial Statements included in the First Capital SEC Documents (including the related notes), are and have been throughout the periods covered by such First Capital Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) "independent" with respect to First Capital within the meaning of Regulation S-X and (z) with respect to First Capital, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 5.5 of the First Capital Disclosure Letter lists all non-audit services preformed by First Capital's independent public accountants for First Capital and each First Capital Company. (d) First Capital maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning First Capital and each First Capital Company is made known on a timely basis to the individuals responsible for the preparation of the First Capital SEC Documents.

Exchange Act Filings; Financial Statements. (a) First Capital Coastal has timely filed and made available to Coastal all SEC Documents required to be filed by First Capital Coastal since December 31, 2000. The First Capital Coastal SEC Documents (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such First Capital Coastal SEC Documents or necessary in order to make the statements in such First Capital Coastal SEC Documents not misleading. First Capital Coastal has made available to Coastal First Capital all comment letters received by First Capital Coastal from the staffs of the SEC and the OCC and all responses to such comment letters by or on behalf of First Capital Coastal with respect to all filings under the Securities Laws. First CapitalCoastal's principal executive officer and principal financial officer (and First CapitalCoastal's former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the First Capital Coastal SEC Documents. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Capital Coastal nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certifications. No First Capital Coastal Company is required to file any reports under the Exchange Act. (b) Each of the First Capital Coastal Financial Statements (including, in each case, any related notes) contained in the First Capital Coastal SEC Documents, including any First Capital Coastal SEC Documents filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the Exchange Act, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB of the Exchange Act), and fairly presented the financial position of First Capital Coastal and each First Capital Coastal Company as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) First CapitalCoastal's independent public accountants, which have expressed their opinion with respect to the First Capital Coastal Financial Statements included in the First Capital Coastal SEC Documents (including the related notes), are and have been throughout the periods covered by such First Capital Coastal Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) "independent" with respect to First Capital Coastal within the meaning of Regulation S-X and (z) with respect to First CapitalCoastal, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 5.5 6.5 of the First Capital Coastal Disclosure Letter lists all non-audit services preformed by First CapitalCoastal's independent public accountants for First Capital Coastal and each First Capital Coastal Company. (d) First Capital Coastal maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning First Capital Coastal and each First Capital Coastal Company is made known on a timely basis to the individuals responsible for the preparation of the First Capital Coastal SEC Documents.

Exchange Act Filings; Financial Statements. (a) First Capital Seller has timely filed and made available to Coastal Buyer all SEC Exchange Act Documents required to be filed by First Capital Seller since December 31, 20001999 (the "Seller Exchange Act Reports") as listed in Section 5.5 of the Seller Disclosure Memo. The First Capital SEC Documents Seller Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such First Capital SEC Documents Seller Exchange Act Reports or necessary in order to make the statements in such First Capital SEC Documents Seller Exchange Act Reports not misleading. First Capital Seller has made available delivered to Coastal Buyer all comment letters received by First Capital Seller from the staffs of the SEC and the OCC and all responses to such comment letters by or on behalf of First Capital Seller with respect to all filings under the Securities Laws. First CapitalSeller's principal executive officer and principal financial officer (and First CapitalSeller's former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act and the rules and regulations of the Exchange Act thereunder with xxxxxxxxxx xxxh respect to the First Capital SEC Seller's Exchange Act Documents. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the XxxxxxxxSarbanes-Xxxxx Oxley Act. Such certifications contain no qualifications or exceptions to xxxxxxxxxx xx the matters certified therein and have not been modified or withdrawn; and neither First Capital Seller nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission of such certifications. No First Capital Company Seller Subsidiary is required to file any reports under the Exchange ActAct Documents. (b) Each of the First Capital Seller Financial Statements (including, in each case, any related notes) contained in the First Capital SEC DocumentsSeller Exchange Act Reports, including any First Capital SEC Documents Seller Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the Exchange Act, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB of the Exchange Act), and fairly presented the financial position of First Capital Seller and each First Capital Company its Subsidiaries as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were certified to the extent required by the XxxxxxxxSarbanes-Xxxxx Oxley Act. (c) First CapitalSeller's independent public accountantsaccountaxxx, which have xxxxx xxve expressed their opinion with respect to the First Capital Financial Statements of Seller and its Subsidiaries included in the First Capital SEC Documents Seller's Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such First Capital Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSarbanes-Xxxxx Oxley Act) (to the extent applicable during such periodperxxx), (yx) "independentxndependent" with respect to First Capital Seller within the meaning of Regulation S-X and (z) with respect to First CapitalSeller, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 5.5 5.5(c) of the First Capital Seller Disclosure Letter Memorandum lists all non-audit services preformed by First CapitalSeller's independent public accountants for First Capital Seller and each First Capital Companyits Subsidiaries. (d) First Capital maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning First Capital and each First Capital Company is made known on a timely basis to the individuals responsible for the preparation of the First Capital SEC Documents.

Exchange Act Filings; Financial Statements. (a) First Capital Buyer has timely filed and made available to Coastal Seller all SEC Exchange Act Documents required to be filed by First Capital Buyer since December 31July 1, 20002004 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer Exchange Act Reports”). The First Capital SEC Documents Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such First Capital SEC Documents Buyer Exchange Act Reports or necessary in order to make the statements in such First Capital SEC Documents Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. First Capital has made available to Coastal all comment letters received by First Capital from the staffs of the SEC and the OCC and all responses to such comment letters by or on behalf of First Capital with respect to all filings under the Securities Laws. First Capital's Buyer’s principal executive officer and principal financial officer (and First Capital's Buyer’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to Buyer’s Exchange Act Documents to the First Capital SEC Documentsextent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, "“principal executive officer" ” and "“principal financial officer" ” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Capital Buyer nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certifications. No First Capital Company Buyer Subsidiary is required to file any reports under the Exchange ActAct Documents. (b) Each of the First Capital Buyer Financial Statements (including, in each case, any related notes) contained in the First Capital SEC DocumentsBuyer Exchange Act Reports, including any First Capital SEC Documents Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange ActAct with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of First Capital Buyer and each First Capital Company its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect effect, and were certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) First Capital's Buyer’s independent public accountants, which have expressed their opinion with respect to the First Capital Financial Statements of Buyer included in the First Capital SEC Documents Buyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such First Capital Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) "“independent" ” with respect to First Capital Buyer within the meaning of Regulation S-X and and, (z) with respect to First CapitalBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 5.5 of the First Capital Disclosure Letter lists all non-audit services preformed by First Capital's independent public accountants for First Capital and each First Capital Company. (d) First Capital Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; , and such controls and procedures are effective to ensure that all material information concerning First Capital and each First Capital Company relating to Buyer is made known on a timely basis to the individuals responsible for the preparation of the First Capital SEC Buyer’s Exchange Act Documents.

Exchange Act Filings; Financial Statements. (a) First Capital Seller has timely filed and made available to Coastal Buyer all SEC Exchange Act Documents required to be filed by First Capital Seller since December 31, 20001999 (the “Seller Exchange Act Reports”). The First Capital SEC Documents Seller Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such First Capital SEC Documents Seller Exchange Act Reports or necessary in order to make the statements in such First Capital SEC Documents Seller Exchange Act Reports, in light of the circumstances under which they were made, not misleading. First Capital Seller has made available delivered to Coastal Buyer all comment letters received by First Capital Seller from the staffs staff of the SEC and the OCC Commission and all responses to such comment letters by or on behalf of First Capital with respect to all filings under the Securities LawsSeller. First Capital's Seller’s principal executive officer and principal financial officer (and First Capital's Seller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the First Capital SEC Seller’s Exchange Act Documents. For purposes of the preceding sentence, "“principal executive officer" ” and "“principal financial officer" ” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Capital Seller nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission of such certifications. No First Capital Company Except for Seller Subsidiaries that are registered as a broker, dealer, or investment advisor, no Seller Subsidiary is required to file any Exchange Act Documents. Seller lawfully deregistered under the Exchange Act pursuant to Rule 12g-4(a)(1)(i) effective March 24, 2005, and after such date has not been subject to making any reports or filings under the Exchange Act. (b) Each of the First Capital Seller Financial Statements (including, in each case, any related notes) ), whether contained in the First Capital SEC Documents, including any First Capital SEC Documents filed after the date of this Agreement until the Effective Time, Seller Exchange Act Reports or otherwise complied as to form in all material respects with the applicable published rules and regulations of the Exchange ActAct with respect thereto (in the case of Financial Statements contained in the Seller Exchange Act Reports), was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such consolidated financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB of the Exchange Act), and fairly presented in all material respects the financial position of First Capital Seller and each First Capital Company its Subsidiaries as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were certified to the extent required by the XxxxxxxxSxxxxxxx-Xxxxx Act. (c) First Capital's Seller’s independent public accountants, which have expressed their opinion with respect to the First Capital Financial Statements of Seller and its Subsidiaries including those included in the First Capital SEC Documents Seller’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such First Capital Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (yii) "“independent" ” with respect to First Capital Seller within the meaning of Regulation S-X X, and (ziii) with respect to First CapitalSeller, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 5.5 5.5(c) of the First Capital Seller Disclosure Letter Memorandum lists all non-audit services preformed by First Capital's Seller’s independent public accountants for First Capital Seller and each First Capital Companyits Subsidiaries. (d) First Capital maintains disclosure controls Seller and procedures required by Rule 13a-15 or 15d-15 under its directors and executive officers are not subject to Section 16(a) of the Exchange Act; such controls and procedures are effective to ensure that all material information concerning First Capital and each First Capital Company is made known on a timely basis to the individuals responsible for the preparation of the First Capital SEC Documents.

Exchange Act Filings; Financial Statements. (a) First Capital Seller has timely filed and made available to Coastal Buyer all SEC Exchange Act Documents required to be filed by First Capital Seller since December 31, 20001999 (the "Seller Exchange Act Reports"). The First Capital SEC Documents Seller Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such First Capital SEC Documents Seller Exchange Act Reports or necessary in order to make the statements in such First Capital SEC Documents Seller Exchange Act Reports, in light of the circumstances under which they were made, not misleading. First Capital Seller has made available delivered to Coastal Buyer all comment letters received by First Capital Seller from the staffs staff of the SEC and the OCC and all responses to such comment letters by or on behalf of First Capital with respect to all filings under the Securities LawsSeller. First CapitalSeller's principal executive officer and principal financial officer (and First CapitalSeller's former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the First Capital SEC Seller's Exchange Act Documents. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Capital Seller nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission of such certifications. No First Capital Company Except for Seller Subsidiaries that are registered as a broker, dealer, or investment advisor, no Seller Subsidiary is required to file any reports under the Exchange ActAct Documents. (b) Each of the First Capital Seller Financial Statements (including, in each case, any related notes) contained in the First Capital SEC DocumentsSeller Exchange Act Reports, including any First Capital SEC Documents Seller Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the Exchange ActAct and OCC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB Q of the Exchange Act), and fairly presented in all material respects the financial position of First Capital Seller and each First Capital Company its Subsidiaries as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) First CapitalSeller's independent public accountants, which have expressed their opinion with respect to the First Capital Financial Statements of Seller and its Subsidiaries included in the First Capital SEC Documents Seller's Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such First Capital Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) "independent" with respect to First Capital Seller within the meaning of Regulation S-X and and, (z) with respect to First Capitalthe Seller, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 5.5 5.5(c) of the First Capital Seller Disclosure Letter Memorandum lists all non-audit services preformed by First CapitalSeller's independent public accountants for First Capital Seller and each First Capital Companyits Subsidiaries. (d) First Capital maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning First Capital and each First Capital Company is made known on a timely basis to the individuals responsible for the preparation of the First Capital SEC Documents.

Exchange Act Filings; Financial Statements. (a) First Capital CBAC has timely filed and made available to Coastal BOE all SEC Exchange Act Documents required to be filed by First Capital CBAC since December 31inception (together with all such Exchange Act Documents filed, 2000whether or not required to be filed, the “CBAC Exchange Act Reports”). The First Capital SEC Documents CBAC Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such First Capital SEC Documents CBAC Exchange Act Reports or necessary in order to make the statements in such First Capital SEC Documents CBAC Exchange Act Reports, in light of the circumstances under which they were made, not misleading. First Capital Each offering or sale of securities by CBAC (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, and (iii) was made pursuant to offering documents which did not, at the time of the offering (or, in the case of registration statements, at the effective date thereof) contain any untrue statement of material fact or omit to state a material fact required to be stated in the offering or necessary in order to make the statements in such documents not misleading. CBAC has delivered or made available to Coastal BOE all comment letters received by First Capital CBAC from the staffs of the SEC and the OCC and all responses to such comment letters by or on behalf of First Capital CBAC with respect to all filings under the Securities Laws. First Capital's CBAC’s principal executive officer officers and principal financial officer officers (and First Capital's CBAC’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections Section 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to CBAC’s Exchange Act Documents to the First Capital SEC Documents. For purposes extent such rules or regulations applied at the time of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Actfiling. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Capital CBAC nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission submissions of such certifications. No First Capital Company is required to file any reports under the Exchange Actcertification. (b) Each of the First Capital CBAC Financial Statements (including, in each case, any related notes) contained in the First Capital SEC DocumentsCBAC Exchange Act Reports, including any First Capital SEC Documents CBAC Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied complied, or will comply, as to form in all material respects with the Exchange Actapplicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB Q of the Exchange Act), and fairly presented in all material respects the financial position of First Capital CBAC and each First Capital Company its Subsidiaries as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were effect. The CBAC Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) First Capital's Each of CBAC’s independent public accountants, which have expressed their opinion with respect to the First Capital Financial Statements of CBAC included in the First Capital SEC Documents CBAC’s Exchange Act Reports (including the related notes), are is and have has been throughout the periods covered by such First Capital CBAC Financial Statements (x) a registered public accounting firm firms (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) "“independent" ” with respect to First Capital CBAC within the meaning of Regulation S-X and and, (z) with respect to First CapitalCBAC, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 5.5 6.5(c) of the First Capital CBAC Disclosure Letter Memorandum lists all non-audit services preformed performed by First Capital's CBAC’s independent public accountants for First Capital and each First Capital CompanyCBAC since inception. (d) First Capital CBAC maintains disclosure controls and procedures required by Rule 13a-15 13a-15(b) or 15d-15 15d-15(b) under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning First Capital and each First Capital Company CBAC is made known on a timely basis to the individuals responsible for principal executive officer and the preparation principal financial officer. Section 6.5(d) of the First Capital SEC DocumentsCBAC Disclosure Memorandum lists, and CBAC has delivered to BOE copies of, all written description of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. CBAC and its directors and executive officers have complied at all times with Section 16(a) of the Exchange Act, including the filing requirements thereunder to the extent applicable. (e) CBAC has reported the fair value of all warrants it has issued, including without limitation, the CBAC Warrants, on its CBAC Financial Statements in accordance with Emerging Issues Task Force No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock.

Exchange Act Filings; Financial Statements. (a) First Capital Seller has timely filed and made available to Coastal Buyer all SEC Exchange Act Documents required to be filed by First Capital Seller since December 31, 20001999 (the “Seller Exchange Act Reports”) as listed in Section 5.5 of the Seller Disclosure Memo. The First Capital SEC Documents Seller Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such First Capital SEC Documents Seller Exchange Act Reports or necessary in order to make the statements in such First Capital SEC Documents Seller Exchange Act Reports not misleading. First Capital Seller has made available delivered to Coastal Buyer all comment letters received by First Capital Seller from the staffs of the SEC and the OCC and all responses to such comment letters by or on behalf of First Capital Seller with respect to all filings under the Securities Laws. First Capital's Seller’s principal executive officer and principal financial officer (and First Capital's Seller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the First Capital SEC Seller’s Exchange Act Documents. For purposes of the preceding sentence, "“principal executive officer" ” and "“principal financial officer" ” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither First Capital Seller nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission of such certifications. No First Capital Company Seller Subsidiary is required to file any reports under the Exchange ActAct Documents. (b) Each of the First Capital Seller Financial Statements (including, in each case, any related notes) contained in the First Capital SEC DocumentsSeller Exchange Act Reports, including any First Capital SEC Documents Seller Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the Exchange Act, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-QSB of the Exchange Act), and fairly presented the financial position of First Capital Seller and each First Capital Company its Subsidiaries as at the respective dates and the results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and were certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) First Capital's Seller’s independent public accountants, which have expressed their opinion with respect to the First Capital Financial Statements of Seller and its Subsidiaries included in the First Capital SEC Documents Seller’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such First Capital Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) "“independent" ” with respect to First Capital Seller within the meaning of Regulation S-X and (z) with respect to First CapitalSeller, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 5.5 5.5(c) of the First Capital Seller Disclosure Letter Memorandum lists all non-audit services preformed by First Capital's Seller’s independent public accountants for First Capital Seller and each First Capital Companyits Subsidiaries. (d) First Capital Seller maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning First Capital Seller and each First Capital Company its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Seller’s Exchange Act Documents. Seller and its directors and executive officers have complied at all times with Section 16(a) of the First Capital SEC DocumentsExchange Act, including the filing requirements thereunder.