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

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB has timely filed all Exchange Act Documents required to be filed by ASBB since January 1, 2013 (the “ASBB Exchange Act Reports”). ASBB Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB Exchange Act Reports or necessary in order to make the statements in such ASBB Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB (x) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Act, (y) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (z) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, not misleading. ASBB’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB 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 ASBB Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB SPAH has timely filed and made available to FFC all Exchange Act Documents required to be filed by ASBB SPAH since January 1inception (together with all such Exchange Act Documents filed, 2013 (whether or not required to be filed, the “ASBB SPAH Exchange Act Reports”). ASBB The SPAH Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 filingamended 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 ASBB SPAH Exchange Act Reports or necessary in order to make the statements in such ASBB SPAH Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB SPAH (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBSPAH has delivered or made available to FFC all comment letters received since October 10, 2007 by SPAH from the staff of the SEC and all responses to such comment letters by or on behalf of SPAH with respect to all filings under the Securities Laws. SPAH’s principal executive officer and principal financial officer (and SPAH’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB SPAH’s Exchange Act Reports Documents to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB SPAH 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 ASBB Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Seller has timely filed and made available to Buyer all Exchange Act Documents required to be filed by ASBB Seller since January 1, 2013 its inception (the “ASBB "Seller Exchange Act Reports”"). ASBB The Seller Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 filingfiling 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 ASBB Seller Exchange Act Reports or necessary in order to make the statements in such ASBB Seller Exchange Act Reports, in light of the circumstances under which they were made, Reports not misleading. Each offering or sale of securities by ASBB Seller (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “late "blue sky” " filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBB’s Seller has delivered or made available to Buyer all comment letters received by Seller from the staffs of the SEC and the OCC and all responses to such comment letters by or on behalf of Seller with respect to all filings under the Securities Laws. Seller's principal executive officer and principal financial officer (and Seller's former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB Seller's Exchange Act Reports Documents to the extent 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 Sarbanes–Oxley Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB Seller 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 ASBB Seller Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB First South has timely filed all Exchange Act Documents required to be filed by ASBB since January 1December 31, 2013 2014 (the “ASBB First South Exchange Act Reports”). ASBB The First South Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB First South Exchange Act Reports or necessary in order to make the statements in such ASBB First South Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB First South (x) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Act, (y) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (z) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, not misleading. ASBBFirst South’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB First South Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB First South 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 ASBB First South Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Except as disclosed in Section 5.5 of the Buyer Disclosure Memorandum, the Buyer has timely filed and made available to the Seller all Exchange Act Documents required to be filed by ASBB the Buyer since January 1, 2013 2003 (the “ASBB the Buyer Exchange Act Reports”). ASBB The Buyer Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB Buyer Exchange Act Reports or necessary in order to make the statements in such ASBB Buyer Exchange Act Reports, in light of the circumstances under which they were made, Reports not misleading. Each offering or sale of securities by ASBB the Buyer (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBThe Buyer’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB the Buyer Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB the 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 ASBB Buyer Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB CLBH has timely filed all Exchange Act Documents required to be filed by ASBB CLBH since January 1, 2013 (the “ASBB CLBH Exchange Act Reports”). ASBB CLBH Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB CLBH Exchange Act Reports or necessary in order to make the statements in such ASBB CLBH Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB CLBH (x) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Act, (y) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (z) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, not misleading. ASBBCLBH’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB CLBH Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB CLBH 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 ASBB CLBH Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Except as disclosed in Section 4.5 of the Seller Disclosure Memorandum, the Seller has timely filed and made available to the Buyer all Exchange Act Documents required to be filed by ASBB the Seller since January 1, 2013 2003 (the “ASBB Seller Exchange Act Reports”). ASBB Seller Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB Seller Exchange Act Reports or necessary in order to make the statements in such ASBB Seller Exchange Act Reports, in light of the circumstances under which they were made, Reports not misleading. Each offering or sale of securities by ASBB the Seller (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBThe Seller has delivered or made available to the Buyer all comment letters received by the Seller from the staff of the SEC and all responses to such comment letters by or on behalf of the Seller with respect to all filings under the Securities Laws. The Seller’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB the Seller Exchange Act Reports to the extent 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 Sarbanes–—Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB the Seller 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 ASBB Seller Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Except as disclosed in Section 3.5(a) of the Seller Disclosure Memorandum, Seller has timely filed all Exchange Act Documents required to be filed by ASBB Seller since January 1December 31, 2013 2010 (the “ASBB Seller Exchange Act Reports”). ASBB The Seller Exchange Act Reports (i) at the time filed, filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) filing or, in the case of registration statements, at the effective date thereof), 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 filingfiling 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 ASBB Seller Exchange Act Reports or necessary in order to make the statements in such ASBB Seller Exchange Act Reports, in light of the circumstances under which they were made, Reports not misleading. Each offering or sale of securities by ASBB Seller (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBSeller has delivered or made available to Buyer all comment letters received by Seller from the staff of the SEC related to the Seller Exchange Act Reports and all responses to such comment letters by or on behalf of Seller. Seller’s principal executive officer and principal financial officer (and Seller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB Seller’s Exchange Act Reports Documents to the extent 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 Sarbanes–Oxley Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB Seller 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 ASBB Subsidiary First Bank is not required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB First South has timely filed all Exchange Act Documents required to be filed by ASBB since January 1December 31, 2013 2014 (the “ASBB First South Exchange Act Reports”). ASBB The First South Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB First South Exchange Act Reports or necessary in order to make the statements in such ASBB First South Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB First South (x) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Act, (y) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (z) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, not misleading. ASBBFirst South’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB First South Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB First South 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 ASBB First South Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB PLMT has timely filed all Exchange Act Documents required to be filed by ASBB PLMT since January 1, 2013 2014 (the “ASBB PLMT Exchange Act Reports”). ASBB PLMT Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB PLMT Exchange Act Reports or necessary in order to make the statements in such ASBB PLMT Exchange Act Reports, in light of the circumstances under which they were made, Reports not misleading. Each offering or sale of securities by ASBB PLMT (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBPLMT’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB PLMT Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB PLMT 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 ASBB PLMT Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Seller has timely filed and made available to Buyer all Exchange Act Documents required to be filed by ASBB Seller since January July 1, 2013 2004 (the “ASBB Seller Exchange Act Reports”). ASBB The Seller Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 filingfiling 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 ASBB Seller Exchange Act Reports or necessary in order to make the statements in such ASBB Seller Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB Seller (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBSeller has delivered or made available to Buyer all comment letters received by Seller from the staff of the SEC and all responses to such comment letters by or on behalf of Seller with respect to all filings under the Securities Laws. Seller’s principal executive officer and principal financial officer (and Seller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB the Seller Exchange Act Reports to the extent 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 Sarbanes–—Oxley Act. Such certifications contain no qualifications or exceptions are included as exhibits to the matters certified therein applicable Seller Exchange Act Reports and have not been modified or withdrawn; and neither ASBB Seller 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 ASBB Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Parent has timely filed all Exchange Act Documents required to be filed by ASBB Parent since January 1, 2013 2014 (the “ASBB Parent Exchange Act Reports”). ASBB Parent Exchange Act Reports (i) at the time filed, filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB Parent Exchange Act Reports or necessary in order to make the statements in such ASBB Parent Exchange Act Reports, in light of the circumstances under which they were made, Reports not misleading. Each offering or sale of securities by ASBB Parent (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) was if, made pursuant to offering documents, such 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBParent’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB Parent Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB Parent 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 ASBB Parent Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Except as disclosed in Section 4.5 of the Seller Disclosure Memorandum, Seller has timely filed and made available to Buyer all Exchange Act Documents required to be filed by ASBB Seller since January 1, 2013 its inception (the “ASBB Seller Exchange Act Reports”). ASBB The Seller Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 filingfiling 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 ASBB Seller Exchange Act Reports or necessary in order to make the statements in such ASBB Seller Exchange Act Reports, in light of the circumstances under which they were made, Reports not misleading. Each offering or sale of securities by ASBB Seller (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBSeller has delivered or made available to Buyer all comment letters received by Seller from the staff of the SEC and all responses to such comment letters by or on behalf of Seller with respect to all filings under the Securities Laws. Seller’s principal executive officer and principal financial officer (and Seller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB Seller’s Exchange Act Reports Documents to the extent 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 Sarbanes–Oxley Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB Seller 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 ASBB Subsidiary The Bank is not required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Yadkin Valley has timely filed and made available to Cardinal all Exchange Act Securities Documents required to be filed by ASBB Yadkin Valley since January 1, 2013 2001 (the “ASBB Exchange Act Yadkin Valley Securities Reports”). ASBB Exchange Act The Yadkin Valley Securities Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 filingfiling 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 ASBB Exchange Act Yadkin Valley Securities Reports or necessary in order to make the statements in such ASBB Exchange Act Reports, in light of the circumstances under which they were made, Yadkin Valley Securities Reports not misleading. Each offering or sale of securities by ASBB Yadkin Valley since January 1, 2001 (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBYadkin Valley has delivered or made available to Cardinal all comment letters received by Yadkin Valley from the staff of the SEC or the FDIC and all responses to such comment letters by or on behalf of Yadkin Valley with respect to all filings under the Securities Laws made since January 1, 2001. Yadkin Valley’s principal executive officer and principal financial officer (and Yadkin Valley’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB Exchange Act Yadkin Valley Securities Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB 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 ASBB Subsidiary is required to file any Exchange Act Documents.the

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Cardinal has timely filed and made available to Yadkin Valley all Exchange Act Securities Documents required to be filed by ASBB Cardinal since January 1, 2013 its inception (the “ASBB Exchange Act Cardinal Securities Reports”). ASBB Exchange Act The Cardinal Securities Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 filingfiling 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 ASBB Exchange Act Cardinal Securities Reports or necessary in order to make the statements in such ASBB Exchange Act Reports, in light of the circumstances under which they were made, Cardinal Securities Reports not misleading. Each offering or sale of securities by ASBB Cardinal (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, not misleading. ASBBCardinal has delivered or made available to Yadkin Valley all comment letters received by Cardinal from the staffs of the SEC and the FDIC and all responses to such comment letters by or on behalf of Cardinal with respect to all filings under the Securities Laws. Cardinal’s principal executive officer and principal financial officer (and Cardinal’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB Exchange Act Cardinal Securities Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB Cardinal 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 ASBB Cardinal Subsidiary is required to file any Exchange Act Securities Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Carolina Trust has timely filed all Exchange Act Documents required to be filed by ASBB since January 1December 31, 2013 2016 (the “ASBB Carolina Trust Exchange Act Reports”). ASBB The Carolina Trust Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB Carolina Trust Exchange Act Reports or necessary in order to make the statements in such ASBB Carolina Trust Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB Carolina Trust (x) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Act, (y) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (z) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, not misleading. ASBBCarolina Trust’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB Carolina Trust Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB Carolina Trust 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 ASBB Carolina Trust Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Except as disclosed in Section 3.5(a) of the Seller Disclosure Memorandum, Seller has timely filed all Exchange Act Documents required to be filed by ASBB Seller since January 1December 31, 2013 2010 (the “ASBB Seller Exchange Act Reports”). ASBB The Seller Exchange Act Reports (i) at the time filed, filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) filing or, in the case of registration statements, at the effective date thereof), 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 filingfiling 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 ASBB Seller Exchange Act Reports or necessary in order to make the statements in such ASBB Seller Exchange Act Reports, in light of the circumstances under which they were made, Reports not misleading. Each offering or sale of securities by ASBB Seller (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBSeller has delivered or made available to Buyer all comment letters received by Seller from the staff of the SEC related to the Seller Exchange Act Reports and all responses to such comment letters by or on behalf of Seller. Seller’s principal executive officer and principal financial officer (and Seller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB Seller’s Exchange Act Reports Documents to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB Seller 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 ASBB Subsidiary First Bank is not required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB GSB has timely filed all Exchange Act Documents required to be filed by ASBB GSB since January 14:00 p.m. on May 14, 2013 2021 (the “ASBB GSB Exchange Act Reports”). ASBB GSB Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB GSB Exchange Act Reports or necessary in order to make the statements in such ASBB GSB Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB GSB (x) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Act, (y) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (z) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, not misleading. ASBBGSB’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB GSB Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB GSB 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 ASBB GSB Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Buyer has timely filed all Exchange Act Documents required to be filed by ASBB Buyer since January 1, 2013 2017 (the “ASBB Buyer Exchange Act Reports”). ASBB The Buyer Exchange Act Reports (i) at the time filed, filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) ), 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB Buyer Exchange Act Reports or necessary in order to make the statements in such ASBB Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB Buyer (xA) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Act, (yB) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (zC) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, not misleading. ASBBBuyer’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB the Buyer Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB 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 ASBB Buyer Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Except as disclosed in Section 4.5 of the Seller Disclosure Memorandum, Seller has timely filed and made available to Buyer all Exchange Act Documents required to be filed by ASBB Seller since January July 1, 2013 2004 (the “ASBB Seller Exchange Act Reports”). ASBB The Seller Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 filingfiling 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 ASBB Seller Exchange Act Reports or necessary in order to make the statements in such ASBB Seller Exchange Act Reports, in light of the circumstances under which they were made, Reports not misleading. Each offering or sale of securities by ASBB Seller (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBSeller has delivered or made available to Buyer all comment letters received by Seller from the staff of the SEC and all responses to such comment letters by or on behalf of Seller with respect to all filings under the Securities Laws. Seller’s principal executive officer and principal financial officer (and Seller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB Seller’s Exchange Act Reports Documents to the extent 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 Sarbanes–Oxley Xxxxxxxx-Xxxxx Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB Seller 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 ASBB Subsidiary The Bank is not required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB Seller has timely filed and made available to Buyer all Exchange Act Documents required to be filed by ASBB Seller since January July 1, 2013 2004 (the “ASBB Seller Exchange Act Reports”). ASBB The Seller Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 filingfiling 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 ASBB Seller Exchange Act Reports or necessary in order to make the statements in such ASBB Seller Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB Seller (xi) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Actregistration, (yii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (ziii) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, documents not misleading. ASBBSeller has delivered or made available to Buyer all comment letters received by Seller from the staff of the SEC and all responses to such comment letters by or on behalf of Seller with respect to all filings under the Securities Laws. Seller’s principal executive officer and principal financial officer (and Seller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB the Seller Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions are included as exhibits to the matters certified therein applicable Seller Exchange Act Reports and have not been modified or withdrawn; and neither ASBB Seller 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 ASBB Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Securities Offerings; Financial Statements. (a) ASBB GSB has timely filed all Exchange Act Documents required to be filed by ASBB GSB since January 14:00 p.m. on May 14, 2013 2021 (the “ASBB GSB Exchange Act Reports”). ASBB GSB Exchange Act Reports (i) at the time filed, (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ASBB GSB Exchange Act Reports or necessary in order to make the statements in such ASBB GSB Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Each offering or sale of securities by ASBB GSB (x) was either registered under the Securities Act or made pursuant to a valid exemption from registration under the Securities Act, (y) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial “blue sky” filings, including disclosure and broker/dealer registration requirements, and (z) 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 a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents, in light of the circumstances under which they were made, not misleading. ASBBGSB’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to ASBB GSB Exchange Act Reports to the extent 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 Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither ASBB GSB 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 ASBB GSB Subsidiary is required to file any Exchange Act Documents.