Common use of Financial Statements and Securities Documents Clause in Contracts

Financial Statements and Securities Documents. (i) An accurate copy of each final registration statement, prospectus, report, schedule and definitive proxy statement and exhibits thereto filed with or furnished by SHBI to the SEC since December 31, 2019 pursuant to the Securities Act or the Exchange Act (the “SHBI Reports”) is publicly available. No such SHBI Report as of the date thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all SHBI Reports filed under the Securities Act and the Exchange Act complied in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of SHBI has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the SHBI Reports. (ii) The financial statements of SHBI and its Subsidiaries included (or incorporated by reference) in the SHBI Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of SHBI and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of SHBI and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments in accordance with GAAP and immaterial in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of SHBI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2019, no independent public accounting firm of SHBI has resigned (or informed SXXX that it intends to resign) or been dismissed as independent public accountants of SHBI as a result of, or in connection with, any disagreements with SHBI on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (iii) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SHBI, neither SHBI nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SHBI included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (including any notes thereto) and for liabilities incurred in the ordinary course of business since December 31, 2021, or in connection with this Agreement and the transactions contemplated hereby. (iv) The records, systems, controls, data and information of SHBI and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SHBI or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SHBI. SHBI (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to SHBI, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of SHBI by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, and (y) the chief executive officer and the chief financial officer of SHBI have disclosed, based on SHBI’s most recent evaluation prior to the date hereof, to SHBI’s outside auditors and the audit committee of the SHBI Board (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to adversely affect SHBI’s ability to record, process, summarize and report financial information, and (ii) to the Knowledge of SHBI, any fraud, whether or not material, that involves management or other employees who have a significant role in SHBI’s internal controls over financial reporting. To the Knowledge of SHBI, there is no reason to believe that SXXX’s chief executive officer and chief financial officer will not be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act, without qualification, when next due. (v) Since January 1, 2020, (i) neither SHBI nor any of its Subsidiaries, nor, to the Knowledge of SHBI, any director, officer, auditor, accountant or representative of SHBI or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of SHBI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SHBI or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing SHBI or any of its Subsidiaries, whether or not employed by SHBI or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SHBI or any of its officers, directors, employees or agents to the SHBI Board or any committee thereof or, to the Knowledge of SHBI, to any director or officer of SHBI.

Financial Statements and Securities Documents. (i) An accurate copy of each final registration statement, prospectus, report, schedule and definitive proxy statement and exhibits thereto filed with or furnished by SHBI TCFC to the SEC since December 31, 2019 pursuant to the Securities Act or the Exchange Act (the “SHBI TCFC Reports”) is publicly available. No such SHBI Report TCFC Report, as of the date thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all SHBI TCFC Reports filed under the Securities Act and the Exchange Act complied in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of SHBI TCFC has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”). As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the SHBI TCFC Reports. (ii) The financial statements of SHBI TCFC and its Subsidiaries included (or incorporated by reference) in the SHBI TCFC Reports (including the related notes, where applicable) ) (i) have been prepared from, and are in accordance with, the books and records of SHBI TCFC and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of SHBI TCFC and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments in accordance with GAAP and immaterial in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of SHBI TCFC and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2019, no independent public accounting firm of SHBI TCFC has resigned (or informed SXXX TCFC that it intends to resign) or been dismissed as independent public accountants of SHBI TCFC as a result of, or in connection with, any disagreements with SHBI TCFC on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (iii) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SHBITCFC, neither SHBI TCFC nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of SHBI TCFC included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (including any notes thereto) and for liabilities incurred in the ordinary course of business since December 31, 2021, or in connection with this Agreement and the transactions contemplated hereby. (iv) The records, systems, controls, data and information of SHBI TCFC and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SHBI TCFC or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on SHBITCFC. SHBI TCFC (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to SHBITCFC, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of SHBI TCFC by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, and (y) the chief executive officer and the chief financial officer of SHBI TCFC have disclosed, based on SHBITCFC’s most recent evaluation prior to the date hereof, to SHBITCFC’s outside auditors and the audit committee of the SHBI TCFC Board (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to adversely affect SHBITCFC’s ability to record, process, summarize and report financial information, and (ii) to the Knowledge of SHBITCFC, any fraud, whether or not material, that involves management or other employees who have a significant role in SHBITCFC’s internal controls over financial reporting. To the Knowledge of SHBITCFC, there is no reason to believe that SXXXTCFC’s chief executive officer and chief financial officer will not be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act, without qualification, when next due. (v) Since January 1, 2020, (i) neither SHBI TCFC nor any of its Subsidiaries, nor, to the Knowledge of SHBITCFC, any director, officer, auditor, accountant or representative of SHBI TCFC or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of SHBI TCFC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SHBI TCFC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing SHBI TCFC or any of its Subsidiaries, whether or not employed by SHBI TCFC or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SHBI TCFC or any of its officers, directors, employees or agents to the SHBI TCFC Board or any committee thereof or, to the Knowledge of SHBITCFC, to any director or officer of SHBITCFC.