Common use of Financial Reports; Undisclosed Liabilities Clause in Contracts

Financial Reports; Undisclosed Liabilities. (i) The Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, December 31, 2000 and December 31, 1999 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, the Company's "SEC Documents"), as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved. (ii) Since December 31, 2001, neither the Company nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transactions). (iii) Since December 31, 2001, (A) the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the Company. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, to cause the Company or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company or its Subsidiaries. Except for regular quarterly cash dividends and a special year-end dividend in 2001 in the amount of $0.20 per share of Company Common Stock, since December 31, 1999, no cash, stock or other dividend or any other distribution with respect to the Company Stock has been declared, set aside or paid. No shares of Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December 31, 2001, and no agreements have been made to do the foregoing.

Financial Reports; Undisclosed Liabilities. (i) The Company's Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 2001, December 31, 2000 and December 31, 1999 2001 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 1999 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Act, in the form filed or to be filed with the SEC (collectively, the Company's "SEC Documents"), as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable securities regulations of requirements under the SEC Securities Act or the Exchange Act, as the case may be be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since December 31June 30, 20012002, neither the Company nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transactionstransactions contemplated hereby). (iii) Since December 31June 30, 20012002, (A) the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated herebyTransactions) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the Company. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, to cause the Company or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company or its Subsidiaries. Except for regular quarterly cash dividends and a special year-end dividend not in 2001 in the amount excess of $0.20 0.18 per share on the Company Common Stock and the issuance of shares of Company Common StockStock in connection with the acquisition of American Bank of Connecticut, since December 31, 1999, no cash, stock or other dividend or any other distribution with respect to the Company Stock has been declared, set aside or paid. No shares of Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December 31June 30, 20012002, and no agreements have been made to do the foregoing.

Financial Reports; Undisclosed Liabilities. (i) The Company's Calnet’s Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 2001, December 31, 2000 and December 31, 1999 2004 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31February 4, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed 2004 with the SEC OCC (collectively, the Company's "SEC Calnet’s “Securities Documents"”), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC OCC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in any such SEC Document of Calnet’s financial statements for the fiscal years ended December 31, 2004, 2003 and 2002 (the “Calnet Financial Statements”) or Calnet’s Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries Calnet as of its date, and each of the consolidated statements of income and operations, statements of changes in shareholders' ’ equity and statements of cash flows or equivalent statements in any of the Calnet Financial Statements or such SEC Securities Documents (including including, in each case, any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries Calnet for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since December 31Except as Previously Disclosed, 2001since June 30, neither the Company nor any of its Subsidiaries 2005, Calnet has not incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to the Formal Agreement, this Agreement and the TransactionsTransaction). (iii) (A) Since December 31June 30, 20012005, (A) the Company and Calnet has conducted its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to the Formal Agreement, this Agreement and the transactions contemplated herebyTransaction), (B) except as Previously Disclosed, Calnet has not taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Section 4.01 hereof between June 30, 2005 and the date hereof and (BC) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the CompanyCalnet. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries Calnet entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its SubsidiariesCalnet, to cause the Company or its Subsidiaries Calnet to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company or its SubsidiariesCalnet. Except for regular quarterly cash dividends and a special year-end dividend in 2001 as disclosed in the amount of $0.20 per share of Company Common Stock, since December 31, 1999Calnet Financial Statements or Calnet’s Securities Documents prepared or filed prior to the date hereof or as Previously Disclosed, no cash, stock or other dividend or any other distribution with respect to the Company Stock capital stock of Calnet has been declared, set aside or paid. No Except as disclosed in Calnet’s Financial Statements or Securities Documents prepared or filed prior to the date hereof or as Previously Disclosed, no shares of Company Stock capital stock of Calnet have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December 31, 2001, Calnet and no agreements have been made to do the foregoing. (v) Calnet 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 Calnet is made known on a timely basis to the individuals responsible for the preparation of Calnet’s Securities Documents and other public disclosure documents. The Chief Executive Officer and the Chief Financial Officer of Calnet have signed, and Calnet has furnished to the OCC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. § 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Calnet nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

Financial Reports; Undisclosed Liabilities. (i) The Company's Annual Reports on Form 10-K AHB’s balance sheets for the fiscal years ended December 31, 20012006 and December 31, 2007, statements of income, statements of shareholders’ equity and cash flows, for fiscal years ended December 31, 2005, December 31, 2000 2006, and December 31, 1999 2007 audited by Xxxxx Xxxxxx Company, LLP, and all other reports, registration proxy statements, definitive proxy information statements or information statements call reports filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed 2007 with the SEC OCC (collectively, the Company's "SEC Documents"“AHB Financial Reports”), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be OCC and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets statements of financial condition contained in any such SEC Document (AHB Financial Reports, including the related notes and schedules thereto) , fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries AHB Group as of its date, and each of the consolidated balance sheets, statements of income and changes in income, shareholders' ’ equity and cash flows or equivalent statements in such SEC Documents (AHB Financial Reports, including any related notes and schedules thereto) , fairly presents, or will fairly present, the consolidated balance sheets, the results of operations, changes in shareholders' ’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries AHB Group for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since December 31, 20012007, neither the Company nor any of its Subsidiaries AHB has not incurred any liability other than in the ordinary course of business consistent with past practice (practice, excluding the incurrence of expenses related to this Agreement and the Transactions)Transaction. (iii) Since December 31, 20012007, (A) the Company AHB and each of its Subsidiaries have Affiliates has conducted their its respective businesses in the ordinary and usual course consistent with past practice (practice, excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) Transaction; and (B) except as set forth in AHB Financial Reports, since December 31, 2007, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.3 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the CompanyAHB. (iv) No Except as set forth on Schedule 5.3(g)(iv) or Schedule 5.3(h)(iv) of the AHB Disclosure Schedule, no agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries AHB Group entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company AHB or its Subsidiaries, an Affiliate to cause the Company AHB or its Subsidiaries an Affiliate to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company AHB or its Subsidiariesany Affiliate. There has been no material breach of a representation or covenant by AHB or an Affiliate in any such agreement. Except for regular quarterly cash dividends and a special year-end dividend as disclosed in 2001 in the amount of $0.20 per share of Company Common Stock, AHB Financial Reports since December 31, 19992007, no cash, stock or other dividend or any other distribution with respect to the Company Stock capital stock of AHB has been declared, set aside or paid. No Except as disclosed in AHB Financial Reports, no shares of Company AHB Common Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company AHB since December 31, 20012007, and no agreements have been made to do the foregoing. (v) The AHB Group maintains disclosure controls and procedures required by the OCC; such controls and procedures are effective to ensure that all material information concerning the AHB Group is made known on a timely basis to the individuals responsible for the preparation of AHB Financial Reports and other public disclosure documents. The President and the Chief Financial Officer of AHB have signed, and AHB has furnished to the OCC, any certifications required by the OCC; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither AHB nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (vi) Except as reflected, noted or adequately reserved against in AHB Financial Reports and call reports for the year ended December 31, 2007 and for the six months ended June 30, 2008, as filed with the OCC, at December 31, 2007 and for the six months ended June 30, 2008, the AHB Group had no liabilities, whether accrued, absolute, contingent or otherwise, that are required to be reflected, noted or reserved against therein under GAAP or that are in any case or in the aggregate material.

Financial Reports; Undisclosed Liabilities. (i) The CompanyExcept as described in Schedule 5.2(g) of the GLB Disclosure Schedule, GLB's Annual Reports on Form 10-K KSB for the fiscal years ended December 31, 20012004, December 31, 2000 2003 and December 31, 1999 2002 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 2001 under the Securities Act or under Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, the CompanyGLB's "SEC Securities Documents"), as of the date filed or and as amended prior to be filedthe date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC and the requirements under the Securities Act and the Exchange Act, as the case may be be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material -20- fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each . Each of the balance sheets consolidated statements of financial condition contained in or incorporated by reference into any such SEC Document (Securities Documents, including the related notes and schedules thereto) , fairly presents, or will fairly present, presents the consolidated financial position of the Company GLB and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in income, shareholders' equity and cash flows or equivalent statements in such SEC Documents (GLB's Securities Documents, including any related notes and schedules thereto) , fairly presents, or will fairly present, presents the consolidated results of operationsincome, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company GLB and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since Except as Previously Disclosed in Schedule 5.2(g) of the GLB Disclosure Schedule, since December 31, 20012004, neither the Company GLB nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (practice, excluding the incurrence of expenses related to this Agreement and the Transactions)Transaction. (iii) Since December 31, 20012004, (A) the Company GLB and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and Transaction); (B) except as Previously Disclosed in Schedule 5.2(g) of the GLB Disclosure Schedule, neither GLB nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Section 4.1 between December 31, 2004 and the date hereof and (C) except as set forth in the GLB Securities Documents, since December 31, 2004, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.2 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the CompanyGLB. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company GLB or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company GLB or its Subsidiaries, to cause the Company GLB or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company GLB or its Subsidiaries. To the knowledge of GLB, there has been no material breach of a representation or covenant by GLB or its Subsidiaries in any such agreement. Except for regular quarterly cash dividends and a special year-end dividend as disclosed in 2001 in GLB's Securities Documents filed prior to the amount of $0.20 per share of Company Common Stockdate hereof, since December 31, 19992001, no cash, stock or other dividend or any other distribution with respect to the Company Stock capital stock of GLB or any of its Subsidiaries has been declared, set aside or paid. No Except as disclosed in GLB's Securities Documents filed prior to the date hereof, no shares of Company Stock capital stock of GLB have been purchased, redeemed or -21- otherwise acquired, directly or indirectly, by the Company GLB since December 31, 20012004, and no agreements have been made to do the foregoing. (v) Except as disclosed in Schedule 5.2(g)(v) of the GLB Disclosure Schedule, GLB 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 GLB and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of GLB's Securities Documents and other public disclosure documents. The President and the Chief Financial Officer of GLB have signed, and GLB has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. Section 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither GLB nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

Financial Reports; Undisclosed Liabilities. (i) The CompanyHawthorne's Annual Reports on Form 10-K for the fiscal years ended December 31, 20012002, December 31, 2000 2001 and December 31, 1999 2000 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed 2000 with the SEC (collectively, the CompanyHawthorne's "SEC Securities Documents"), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets consolidated statements of financial condition contained in any such SEC Document Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company Hawthorne and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholdersincome, stockholders' equity and cash flows or equivalent statements in such SEC Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the Company Hawthorne and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since December 31Except as Previously Disclosed, 2001since September 30, 2003, neither the Company Hawthorne nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the TransactionsTransaction). (iii) (A) Since December 31September 30, 20012003, (A) the Company Hawthorne and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated herebyTransaction), (B) except as Previously Disclosed, neither Hawthorne nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Sections 4.01(d), (f), (g), (h), (j), (k) and (Bn) hereof between September 30, 2003 and the date hereof, (C) except as Previously Disclosed, neither Hawthorne nor any of its Subsidiaries has taken or permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the action set forth in Sections 4.01(e), (i), (l), (m), (p), (q) and (r) between January 1, 2004 and the date hereof and (D) since September 30, 2003, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the CompanyHawthorne. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company Hawthorne or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company Hawthorne or its Subsidiaries, to cause the Company Hawthorne or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company Hawthorne or its Subsidiaries. Except for regular quarterly cash dividends and a special year-end dividend as disclosed in 2001 in Hawthorne's Securities Documents filed prior to the amount of $0.20 per share of Company Common Stockdate hereof or as Previously Disclosed, since December 31, 19992000, no cash, stock or other dividend or any other distribution with respect to the Company Stock capital stock of Hawthorne or any of its Subsidiaries has been declared, set aside or paid. No Except as disclosed in Hawthorne's Securities Documents filed prior to the date hereof or as Previously Disclosed, no shares of Company Stock capital stock of Hawthorne have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company Hawthorne since December 31September 30, 20012003, and no agreements have been made to do the foregoing. (v) Hawthorne 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 Hawthorne and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Hawthorne's Securities Documents and other public disclosure documents. The Chief Executive Officer and the Chief Financial Officer of Hawthorne have signed, and Hawthorne has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. ss. 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Hawthorne nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

Financial Reports; Undisclosed Liabilities. (i) The Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 2001, December 31, 2000 and December 31, 1999 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed 1999 with the SEC (collectively, the Company's "SEC Documents"), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since December March 31, 20012002, neither the Company nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transactionstransactions contemplated hereby). (iii) Since December March 31, 20012002, (A) the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the Company. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, to cause the Company or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company or its Subsidiaries. Except for regular quarterly cash dividends on the Company Common Stock and a special year-end dividend in 2001 in the amount of $0.20 0.21 per share of on the Company Common StockStock during the second quarter of 2000, since December 31, 1999, no cash, stock or other dividend or any other distribution with respect to the stock of the Company Stock has or any of its Subsidiaries have been declared, set aside or paid. No shares of the stock of the Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December March 31, 20012002, and no agreements have been made to do the foregoing.

Financial Reports; Undisclosed Liabilities. (i) The CompanySlippery Rock's Annual Reports on Form 10-K for the fiscal years ended December 31, 20012003, December 31, 2000 2002 and December 31, 1999 2001 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed 2001 with the SEC (collectively, the CompanySlippery Rock's "SEC Securities Documents"), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets consolidated statements of financial condition contained in any such SEC Document Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company Slippery Rock and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholdersincome, stockholders' equity and cash flows or equivalent statements in such SEC Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the Company Slippery Rock and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since Except as set forth in Schedule 5.03(g) of the Slippery Rock Disclosure Schedule, since December 31, 20012003, neither the Company Slippery Rock nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the TransactionsTransaction). (iii) (A) Since December 31, 20012003, (A) the Company Slippery Rock and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated herebyTransaction), (B) except as set forth in Schedule 5.03(g) of the Slippery Rock Disclosure Schedule, neither Slippery Rock nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Sections 4.01(d), (f), (g), (h), (j), (k) and (Bn) hereof between December 31, 2003 and the date hereof, (C) except as set forth in Schedule 5.03(g) of the Slippery Rock Disclosure Schedule, neither Slippery Rock nor any of its Subsidiaries has taken or permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Sections 4.01(e), (i), (l), (m), (p), (q) and (r) between January 1, 2004 and the date hereof and (D) except as set forth in Schedule 5.03(g) of the Slippery Rock Disclosure Schedule or the Slippery Rock Securities Documents, since December 31, 2003, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the CompanySlippery Rock. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company Slippery Rock or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company Slippery Rock or its Subsidiaries, to cause the Company Slippery Rock or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company Slippery Rock or its Subsidiaries. To the knowledge of Slippery Rock, there has been no material breach of a representation or covenant by Slippery Rock or its Subsidiaries in any such agreement. Except for regular quarterly cash dividends and a special year-end dividend as disclosed in 2001 Slippery Rock's Securities Documents filed prior to the date hereof or except as set forth in Schedule 5.03(g) of the amount of $0.20 per share of Company Common StockSlippery Rock Disclosure Schedule, since December 31, 19992001, no cash, stock or other dividend or any other distribution with respect to the Company Stock capital stock of Slippery Rock or any of its Subsidiaries has been declared, set aside or paid. No Except as disclosed in Slippery Rock's Securities Documents filed prior to the date hereof or except as set forth in Schedule 5.03(g) of the Slippery Rock Disclosure Schedule, no shares of Company Stock capital stock of Slippery Rock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company Slippery Rock since December 31, 20012003, and no agreements have been made to do the foregoing. (v) Slippery Rock 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 Slippery Rock and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Slippery Rock's Securities Documents and other public disclosure documents. The Chief Executive Officer and the Chief Financial Officer of Slippery Rock have signed, and Slippery Rock has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. Section 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Slippery Rock nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

Financial Reports; Undisclosed Liabilities. (i) The Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 20012000, December 31, 2000 1999 and December 31, 1999 1998 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, the Company's "SEC Documents"), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since December March 31, 2001, neither the Company nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transactionstransactions contemplated hereby). (iii) Since December March 31, 2001, (A) the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the Company. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, to cause the Company or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company or its Subsidiaries. Except for regular quarterly cash dividends and a special year-end dividend in 2001 in the amount of $0.20 per share of Company Common Stock, since December 31, 1999, no cash, stock or other dividend or any other distribution with respect to the Company Stock has been declared, set aside or paid. No shares of Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December 31, 2001, and no agreements have been made to do the foregoing.its

Financial Reports; Undisclosed Liabilities. (i) The Company's Hawthorne’s Annual Reports on Form 10-K for the fiscal years ended December 31, 20012002, December 31, 2000 2001 and December 31, 1999 2000 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed 2000 with the SEC (collectively, the Company's "SEC Hawthorne’s “Securities Documents"”), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets consolidated statements of financial condition contained in any such SEC Document Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company Hawthorne and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholders' income, stockholders’ equity and cash flows or equivalent statements in such SEC Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' stockholders’ equity and changes in cash flows, as the case may be, of the Company Hawthorne and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since December 31Except as Previously Disclosed, 2001since September 30, 2003, neither the Company Hawthorne nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the TransactionsTransaction). (iii) (A) Since December 31September 30, 20012003, (A) the Company Hawthorne and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated herebyTransaction), (B) except as Previously Disclosed, neither Hawthorne nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Sections 4.01(d), (f), (g), (h), (j), (k) and (Bn) hereof between September 30, 2003 and the date hereof, (C) except as Previously Disclosed, neither Hawthorne nor any of its Subsidiaries has taken or permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the action set forth in Sections 4.01(e), (i), (l), (m), (p), (q) and (r) between January 1, 2004 and the date hereof and (D) since September 30, 2003, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the CompanyHawthorne. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company Hawthorne or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company Hawthorne or its Subsidiaries, to cause the Company Hawthorne or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company Hawthorne or its Subsidiaries. Except for regular quarterly cash dividends and a special year-end dividend as disclosed in 2001 in Hawthorne’s Securities Documents filed prior to the amount of $0.20 per share of Company Common Stockdate hereof or as Previously Disclosed, since December 31, 19992000, no cash, stock or other dividend or any other distribution with respect to the Company Stock capital stock of Hawthorne or any of its Subsidiaries has been declared, set aside or paid. No Except as disclosed in Hawthorne’s Securities Documents filed prior to the date hereof or as Previously Disclosed, no shares of Company Stock capital stock of Hawthorne have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company Hawthorne since December 31September 30, 20012003, and no agreements have been made to do the foregoing. (v) Hawthorne 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 Hawthorne and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Hawthorne’s Securities Documents and other public disclosure documents. The Chief Executive Officer and the Chief Financial Officer of Hawthorne have signed, and Hawthorne has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. § 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Hawthorne nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

Financial Reports; Undisclosed Liabilities. (i) The CompanyTarget's Annual Reports Report on Form 10-K KSB for the fiscal years ended December 31, 2001, December 31, 2000 and December 31, 1999 2002 and all other reports, or registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed 2000 with the SEC (collectively, the CompanyTarget's "SEC Securities Documents"), as of the date filed or to be filedfiled and as amended prior to the date hereof, and all of Target's proxy statements mailed to Target stockholders since December 31, 2000 (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC or applicable law in connection with any Target proxy statements mailed to stockholders, as the case may be be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in any such SEC Document Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company Target and its Subsidiaries Target Bank as of its date, and each of the consolidated statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such SEC Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the Company Target and its Subsidiaries Target Bank for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein or, in the case of interim financial statements, to normal recurring year end adjustments and the absence of certain notes thereto. (ii) Since December 31Except as Previously Disclosed, 2001since September 30, neither the Company nor any of its Subsidiaries has 2003, Target and Target Bank have not incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transactions). (iii) Since December 31September 30, 20012003, (A) the Company Target and its Subsidiaries Target Bank have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated herebyTransactions), (B) except as Previously Disclosed, Target or Target Bank has not taken nor permitted any of the actions set forth in Section 4.01 hereof between September 30, 2003 and the date hereof and (BC) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the CompanyTarget or Target Bank. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries Target Bank entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its SubsidiariesTarget Bank, to cause the Company or its Subsidiaries Target Bank to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company or its SubsidiariesTarget Bank. Except for regular quarterly cash dividends and a special year-end dividend in 2001 as reflected in the amount of $0.20 per share of Company Common StockSecurities Documents, since December 31, 19992000, no cash, stock or other dividend or any other distribution with respect to the Company Target Common Stock has been declared, set aside or paid. No shares of Company Target Common Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company Target since December 31September 30, 20012003, and no agreements have been made to do the foregoing.

Financial Reports; Undisclosed Liabilities. (i) PGB and the Bank have previously delivered to RBB Bancorp true and complete copies of PGB’s and the Bank’s financial statements. The Company's Annual Reports on Form 10-K for balance sheet of PGB and the fiscal years ended Bank as of December 31, 20012018 and 2017, December 31and the related statements of operations, 2000 cash flow and December 31changes in shareholders’ equity of PGB and the Bank for the two (2) years then ended, 1999 audited by Cxxxx LLP, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) unaudited balance sheet of PGB and the Exchange Act in the form filed or to be filed with the SEC (collectively, the Company's "SEC Documents"), Bank as of June 30, 2019, and the date filed or to be filedrelated unaudited statement of income of PGB and the Bank for the period then ended, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the such balance sheets contained in any such SEC Document and each balance sheet included therein (including the related notes and schedules thereto) fairly presents, or will fairly present, presents the consolidated financial position of PGB and the Company and its Subsidiaries Bank as of its date, and each of the consolidated statements of income earnings and changes in shareholders' ’ equity and cash flows or equivalent statements in such SEC Documents financial statements and the other financial statements included therein (including any related notes and schedules thereto) fairly presentspresent the financial position, or will fairly present, the consolidated results of operations, changes in shareholders' equity operations and changes in cash flows, as the case may be, of PGB and the Company and its Subsidiaries Bank for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal period-end adjustments in the case of unaudited statements that will not be material in amount or effect. The books and records of PGB and the Bank have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. (ii) Except as disclosed in the PGB and Bank Disclosure Schedule 5.03(h), since December 31, 2018, PGB and the Bank have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, required to be filed with any Governmental Authority (collectively, the “Regulatory Filings”) and all other material reports and statements required to be filed, including, without limitation, any report or statement required to be filed pursuant to the laws of the United States and the rules and regulations of the FRB, the DFPR and the FDIC, and any other Governmental Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Agency with which they were filed. (iii) Since December 31, 20012018, neither PGB nor the Company nor any of its Subsidiaries has Bank have incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to or as otherwise contemplated by this Agreement and the Transactions)Agreement. (iiiiv) Since December 31, 20012018, (A) PGB and the Company and its Subsidiaries Bank have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is has had or could be reasonably likely to have a Material Adverse Effect with respect to the Company. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, to cause the Company or its Subsidiaries to repurchase such loan or other asset PGB or the buyer to pursue any other form of recourse against the Company or its Subsidiaries. Except for regular quarterly cash dividends and a special year-end dividend in 2001 in the amount of $0.20 per share of Company Common Stock, since December 31, 1999, no cash, stock or other dividend or any other distribution with respect to the Company Stock has been declared, set aside or paid. No shares of Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December 31, 2001, and no agreements have been made to do the foregoingBank.

Financial Reports; Undisclosed Liabilities. (iA) The Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 20012000, December 31, 2000 1999 and December 31, 1999 1998 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, the Company's "SEC Documents"), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved. (i) (B) The draft audited consolidated financial statements of the Company at December 31, 2001 and 2000 and for each of the years in the three-year period ended December 31, 2001, delivered by the Company to Parent prior to the execution of this Agreement, (A) comply in all material respects as to form with the applicable securities regulations of the SEC and (B) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in such financial statements (including the related notes and schedules thereto) fairly presents the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholders' equity and cash flows or equivalent statements in such financial statements (including any related notes and schedules thereto) fairly presents the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved. (ii) Since December 31September 30, 2001, neither the Company nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transactionstransactions contemplated hereby). (iii) Since December 31September 30, 2001, (A) the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the Company. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, to cause the Company or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company or its Subsidiaries. Except for regular quarterly cash dividends and a special year-end dividend in 2001 in at the amount rate of $0.20 0.12 per share of on the Company Common Stock, since December 31, 1999, no cash, stock or other dividend or any other distribution with respect to the stock of the Company Stock has or any of its Subsidiaries have been declared, set aside or paid. No shares of the stock of the Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December 31September 30, 2001, and no agreements have been made to do the foregoing.

Financial Reports; Undisclosed Liabilities. (i) The Company's Annual Reports on Form 10-K 5300 Report as of December 31, 2005 filed by NFCU with the NCUA, a copy of which was previously provided to Parent, is true and correct in all material respects. (ii) The financial statements of NFCU for the fiscal three (3) years ended December 31, 20012003, December 31, 2000 2004 and December 31, 1999 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, the Company's "SEC Documents"), as of the date filed or to be filed, 2005 (A) complied or will comply in all material respects as to form with the applicable securities regulations of accounting requirements and have been prepared in accordance with GAAP applied on a consistent basis during the SEC periods involved (except as the case may be and indicated in the notes thereto) and, (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in any such SEC Document financial statements (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries NFCU as of its date, and each of the consolidated statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents financial statements (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries NFCU for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved. (iiiii) Since December 31, 20012005, neither the Company nor any of its Subsidiaries NFCU has not incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the TransactionsMerger). (iiiiv) Since December 31, 20012005, (A) the Company and NFCU has conducted its Subsidiaries have conducted their respective businesses business in the ordinary course of business (except as specifically contemplated by this Agreement and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated herebyMerger) and (B) no Table of Contents event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.02 or otherwise), is could or could reasonably likely be expected to have a Material Adverse Effect with respect to the Companyon NFCU. (ivv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries NFCU entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, assets to cause the Company or its Subsidiaries NFCU to repurchase such loan or other asset or the buyer to pursue any other form of recourse against NFCU or agreements similar thereto as may be entered into after the Company or its Subsidiaries. date of this Agreement. (vi) Except for regular quarterly cash dividends and a special year-end dividend in 2001 in as contemplated with respect to the amount of $0.20 per share of Company Common Stocktransactions contemplated by this Agreement, since December 31, 19992005, no cash, stock or other cash distribution dividend or any other distribution with respect to the Company Stock has been declared, set aside or paid. No shares paid by NFCU to its Members, other than in the ordinary course of Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December 31, 2001, and no agreements have been made to do the foregoingbusiness.

Financial Reports; Undisclosed Liabilities. (i) The Company's Annual Reports on Form 10-K for the fiscal years ended December 31, 20012000, December 31, 2000 1999 and December 31, 1999 1998 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC FDIC (collectively, the Company's "SEC FDIC Documents"), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC FDIC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in any such SEC FDIC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC FDIC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since December March 31, 2001, neither the Company nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses and actions taken related to this Agreement and the Transactionstransactions contemplated hereby). (iii) Since December March 31, 2001, (A) the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses and actions taken related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the Company. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, to cause the Company or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company or its Subsidiaries. Except for regular quarterly cash dividends and a special year-end dividend in 2001 in at the amount rate of $0.20 0.10 per share of on the Company Common Stock, since December 31, 1999, no cash, stock or other dividend or any other distribution with respect to the stock of the Company Stock has or any of its Subsidiaries have been declared, set aside or paid. No shares of the stock of the Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December March 31, 2001, and no agreements have been made to do the foregoing.

Financial Reports; Undisclosed Liabilities. (i) The CompanyPocono's Annual Reports on Form 10-K Balance Sheets for the fiscal years ending December 31, 2005 and December 31, 2006, Statements of Income, Statements of Shareholders' Equity and Cash Flows, for fiscal years ending December 31, 2004, December 31, 2005, and December 31, 2006 audited by Parente Randolph & Co. and as set forth in xxx Xxxual Report for the fiscal year ended December 31, 20012006, December 31, 2000 and December 31, 1999 and all other reports, registration proxy statements, definitive proxy information statements or information statements call reports filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed 2006 with the SEC FDIC (collectively, the CompanyPocono's "SEC DocumentsFinancial Reports"), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be FDIC and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets statements of financial condition contained in any such SEC Document (Financial Reports, including the related notes and schedules thereto) , fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries Pocono as of its date, and each of the consolidated balance sheets, statements of income and changes in income, shareholders' equity and cash flows or equivalent statements in such SEC Documents (Pocono's Financial Reports, including any related notes and schedules thereto) , fairly presents, or will fairly present, the consolidated balance sheets, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries Pocono for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since December 31, 2001, neither the Company nor any of its Subsidiaries 2006 Pocono has not incurred any liability other than in the ordinary course of business consistent with past practice (practice, excluding the incurrence of expenses related to this Agreement and the Transactions)Transaction. (iii) Since December 31, 20012006, (A) the Company and Pocono has conducted its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (practice, excluding the incurrence of expenses related to this Agreement and the transactions contemplated herebyTransaction; (B) Pocono has not taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Sections 4.1(e), (f), (g), (i), (j), (k), (l), (m), (n), (p), (q) and (Br) hereof between December 31, 2006 and the date hereof; and (C) except as set forth in the Pocono Financial Reports, since December 31, 2004, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.3 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the CompanyPocono. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries Pocono entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, Pocono to cause the Company or its Subsidiaries Pocono to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company Pocono. There has been no material breach of a representation or its Subsidiariescovenant by Pocono in any such agreement. Except for regular quarterly cash dividends and a special year-end dividend as disclosed in 2001 in the amount of $0.20 per share of Company Common Stock, Pocono's Financial Reports since December 31, 19992006, no cash, stock or other dividend or any other distribution with respect to the Company Stock has capital stock of Pocono have been declared, set aside or paid. No Except as disclosed in Pocono's Financial Reports filed prior to the date hereof, no shares of Company Stock common stock of Pocono have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company Pocono since December 31, 20012004, and no agreements have been made to do the foregoing. (v) Pocono maintains disclosure controls and procedures required by the FDIC; such controls and procedures are effective to ensure that all material information concerning Pocono is made known on a timely basis to the individuals responsible for the preparation of Pocono's Financial Reports and other public disclosure documents. The President and the Chief Financial Officer of Pocono have signed, and Pocono has furnished to the FDIC, any certifications required by the FDIC; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Pocono nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (vi) Except as reflected, noted or adequately reserved against in the Pocono Financial Reports and call reports for the year ended December 31, 2006 as filed with the FDIC, at December 31, 2006 Pocono had no liabilities, whether accrued, absolute, contingent or otherwise, that are required to be reflected, noted or reserved against therein under GAAP or that are in any case or in the aggregate material.

Financial Reports; Undisclosed Liabilities. (i) The CompanyExcept as described in Schedule 5.2(g) of the GLB Disclosure Schedule, GLB's Annual Reports on Form 10-K KSB for the fiscal years ended December 31, 20012004, December 31, 2000 2003 and December 31, 1999 2002 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 2001 under the Securities Act or under Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, the CompanyGLB's "SEC Securities Documents"), as of the date filed or and as amended prior to be filedthe date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC and the requirements under the Securities Act and the Exchange Act, as the case may be be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each . Each of the balance sheets consolidated statements of financial condition contained in or incorporated by reference into any such SEC Document (Securities Documents, including the related notes and schedules thereto) , fairly presents, or will fairly present, presents the consolidated financial position of the Company GLB and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in income, shareholders' equity and cash flows or equivalent statements in such SEC Documents (GLB's Securities Documents, including any related notes and schedules thereto) , fairly presents, or will fairly present, presents the consolidated results of operationsincome, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company GLB and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since Except as Previously Disclosed in Schedule 5.2(g) of the GLB Disclosure Schedule, since December 31, 20012004, neither the Company GLB nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (practice, excluding the incurrence of expenses related to this Agreement and the Transactions)Transaction. (iii) Since December 31, 20012004, (A) the Company GLB and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and Transaction); (B) except as Previously Disclosed in Schedule 5.2(g) of the GLB Disclosure Schedule, neither GLB nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Section 4.1 between December 31, 2004 and the date hereof and (C) except as set forth in the GLB Securities Documents, since December 31, 2004, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.2 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the CompanyGLB. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company GLB or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company GLB or its Subsidiaries, to cause the Company GLB or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company GLB or its Subsidiaries. To the knowledge of GLB, there has been no material breach of a representation or covenant by GLB or its Subsidiaries in any such agreement. Except for regular quarterly cash dividends and a special year-end dividend as disclosed in 2001 in GLB's Securities Documents filed prior to the amount of $0.20 per share of Company Common Stockdate hereof, since December 31, 19992001, no cash, stock or other dividend or any other distribution with respect to the Company Stock capital stock of GLB or any of its Subsidiaries has been declared, set aside or paid. No Except as disclosed in GLB's Securities Documents filed prior to the date hereof, no shares of Company Stock capital stock of GLB have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company GLB since December 31, 20012004, and no agreements have been made to do the foregoing. (v) Except as disclosed in Schedule 5.2(g)(v) of the GLB Disclosure Schedule, GLB 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 GLB and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of GLB's Securities Documents and other public disclosure documents. The President and the Chief Financial Officer of GLB have signed, and GLB has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. § 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither GLB nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

Financial Reports; Undisclosed Liabilities. (i) The Company's Annual Reports on Form 10-K Company has previously made available to Parent copies of (i) the consolidated balance sheet of the Company and its Subsidiary as of December 31, 2003, December 31, 2002 and December 31, 2001, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years ended December 31, 2003, 2002 and 2001, in each case accompanied by the audit report of Berry, Dunn, XxXxxx and Xxxxxx LLC, independent accountants with respect to the Company, and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiary as of June 30, 2004 and the related unaudited consolidated statements of income, cash flows and changes in shareholders' equity for the three month and six month periods then ended. The December 31, 2000 and December 31, 1999 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) 2003 consolidated balance sheet of the Exchange Act in the form filed or to be filed with the SEC (collectively, the Company's "SEC Documents"), as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in any such SEC Document Company (including the related notes and schedules thereto) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved.the (ii) Since December 31, 20012003, neither the Company nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transactionstransactions contemplated hereby). (iii) Since December 31, 20012003, (A) the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the Company. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, to cause the Company or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company or its Subsidiaries. Except for regular quarterly semi-annual cash dividends on the Company Common Stock and a special year-end stock dividend in 2001 in the amount of $0.20 two shares of Company Common Stock per share of Company Common StockStock paid April 2, 2004, since December 31, 19992003, no cash, stock or other dividend or any other distribution with respect to the stock of the Company Stock has or any of its Subsidiaries have been declared, set aside or paid. No shares of the stock of the Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December 31, 20012003, and no agreements have been made to do the foregoing.

Financial Reports; Undisclosed Liabilities. (i) TFC and the Bank have previously delivered to RBB Bancorp true and complete copies of TFC’s and the Bank’s financial statements. The Company's Annual Reports on Form 10-K for balance sheet of TFC and the fiscal years ended Bank as of December 31, 20012013 and 2014, December 31and the related statements of operations, 2000 cash flow and December 31changes in shareholders’ equity of TFC and the Bank for the two (2) years then ended, 1999 audited by Vavrinek, Trine, Day and all other reportsCo., registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under and the Securities Act or under Section 13(a), 13(c), 14 or 15(d) unaudited balance sheet of TFC and the Exchange Act in the form filed or to be filed with the SEC (collectively, the Company's "SEC Documents"), Bank as of September 30, 2015, and the date filed or to be filedrelated unaudited statement of income of TFC and the Bank for the period then ended, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the such balance sheets contained in any such SEC Document and each balance sheet included therein (including the related notes and schedules thereto) fairly presents, or will fairly present, presents the consolidated financial position of TFC and the Company and its Subsidiaries Bank as of its date, and each of the consolidated statements of income earnings and changes in shareholders' ’ equity and cash flows or equivalent statements in such SEC Documents financial statements and the other financial statements included therein (including any related notes and schedules thereto) fairly presentspresent the financial position, or will fairly present, the consolidated results of operations, changes in shareholders' equity operations and changes in cash flows, as the case may be, of TFC and the Company and its Subsidiaries Bank for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal period-end adjustments in the case of unaudited statements that will not be material in amount or effect. The books and records of TFC and the Bank have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. (ii) Except as disclosed in the TFC and Bank Disclosure Schedule 5.03(h), since December 31, 2014, TFC and the Bank have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, required to be filed with any Governmental Authority (collectively, the “Regulatory Filings”) and all other material reports and statements required to be filed, including, without limitation, any report or statement required to be filed pursuant to the laws of the United States and the rules and regulations of the FRB, the DBO and the FDIC, and any other Governmental Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports, registrations and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Agency with which they were filed. (iii) Since December 31, 20012014, neither TFC or the Company nor any of its Subsidiaries has Bank have not incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to or as otherwise contemplated by this Agreement and the Transactions)Agreement. (iiiiv) Since December 31, 20012014, (A) TFC and the Company and its Subsidiaries Bank have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is has had or could be reasonably likely to have a Material Adverse Effect with respect to the Company. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, to cause the Company or its Subsidiaries to repurchase such loan or other asset TFC or the buyer to pursue any other form of recourse against the Company or its Subsidiaries. Except for regular quarterly cash dividends and a special year-end dividend in 2001 in the amount of $0.20 per share of Company Common Stock, since December 31, 1999, no cash, stock or other dividend or any other distribution with respect to the Company Stock has been declared, set aside or paid. No shares of Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December 31, 2001, and no agreements have been made to do the foregoingBank.

Financial Reports; Undisclosed Liabilities. (i) Except as set forth in Section 5.02(g)(i) of the Company's Disclosure Schedule, the Thrift Financial Report as of December 31, 2003 filed by the Company with the OTS pursuant to 12 C.F.R. 563.180, a copy of which was previously provided to Parent, is true and correct in all material respects. (ii) The Company's Annual Reports on Form 10-K KSB for the fiscal years ended December 31, 20012002, December 31, 2000 2001 and December 31, 1999 2000 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or 1999 under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC OTS (collectively, the Company's "SEC Exchange Act Documents"), as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable accounting requirements and securities regulations of the SEC and the OTS, as applicable, and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case may be of the unaudited financial statements, as permitted by Form 10-QSB of the SEC) and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in any such SEC Exchange Act Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries IFC as of its date, and each of the consolidated statements of income and changes in shareholders' equity and cash flows or equivalent statements in such SEC Exchange Act Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries IFC for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved. (iiiii) Since December 31, 20012002, neither the Company nor any of its Subsidiaries IFC has incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the TransactionsMerger). (iiiiv) Since December 31, 20012002, (A) the Company and its Subsidiaries IFC have conducted their respective businesses in the ordinary and usual course consistent with past practice (except as specifically contemplated by this Agreement or Previously Disclosed and excluding the incurrence of expenses related to this Agreement and the transactions contemplated herebyMerger) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 5.02 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to on the CompanyCompany and IFC taken as a whole. (ivv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company or its Subsidiaries IFC entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company or its Subsidiaries, assets to cause the Company or its Subsidiaries IFC to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company or its Subsidiaries. IFC other than as Previously Disclosed or agreements similar thereto as may be entered into after the date hereof. (vi) Except for regular quarterly cash dividends and a special year-end dividend as set forth in 2001 in Section 5.02(g)(vi) of the amount of $0.20 per share of Company Common StockCompany's Disclosure Schedule, since December 31, 19992002, no cash, stock or other dividend or any other distribution with respect to the Company Stock has been declared, set aside or paid. No shares of Company Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company since December 31, 20012002, and no agreements have been made to do the foregoing.

Financial Reports; Undisclosed Liabilities. (i) The CompanyNSD's Annual Reports on Form 10-K for the fiscal years ended December 31, 20012003, December 31, 2000 2002 and December 31, 1999 2001 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 1998 under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed 2001 with the SEC (collectively, the CompanyNSD's "SEC Securities Documents"), as of the date filed or to be filedfiled and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable securities regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets consolidated statements of financial condition contained in any such SEC Document (Securities Documents, including the related notes and schedules thereto) , fairly presents, or will fairly present, the consolidated financial position of the Company NSD and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholdersincome, stockholders' equity and cash flows or equivalent statements in such SEC Documents (NSD's Securities Documents, including any related notes and schedules thereto) , fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of the Company NSD and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) Since December 31, 2001, neither the Company Neither NSD nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice (practice, excluding the incurrence of expenses related to this Agreement and the Transactions)Transaction. (iii) Since December 31, 20012003, (A) the Company NSD and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the transactions contemplated herebyTransaction); (B) neither NSD nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Sections 4.01(d), (f), (g), (h), (j), (k) and (Bn) hereof between December 31, 2003 and the date hereof; (C) neither NSD nor any of its Subsidiaries has taken or permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any of the actions set forth in Sections 4.01(e), (i), (l), (m), (p), (q) and (r) between January 1, 2004 and the date hereof and (D) except as set forth in the NSD Securities Documents, since December 31, 2003, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to the CompanyNSD. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by the Company NSD or its Subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by the Company NSD or its Subsidiaries, to cause the Company NSD or its Subsidiaries to repurchase such loan or other asset or the buyer to pursue any other form of recourse against the Company NSD or its Subsidiaries. To the knowledge of NSD, there has been no material breach of a representation or covenant by NSD or its Subsidiaries in any such agreement. Except for regular quarterly cash dividends and a special year-end dividend as disclosed in 2001 in NSD's Securities Documents filed prior to the amount of $0.20 per share of Company Common Stockdate hereof, since December 31, 19992001, no cash, stock or other dividend or any other distribution with respect to the Company Stock capital stock of NSD or any of its Subsidiaries has been declared, set aside or paid. No Except as disclosed in NSD's Securities Documents filed prior to the date hereof, no shares of Company Stock capital stock of NSD have been purchased, redeemed or otherwise acquired, directly or indirectly, by the Company NSD since December 31, 20012003, and no agreements have been made to do the foregoing. (v) NSD 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 NSD and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of NSD's Securities Documents and other public disclosure documents. The President and the Chief Financial Officer of NSD have signed, and NSD has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. ss. 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither NSD nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.