The authorized capital stock of the Company and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the date hereof (the “ Capitalization Date ”) is set forth on Schedule A .  The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and non-assessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights), and have been issued in compliance with applicable securities laws.  As of the date hereof, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire Common Stock that is not reserved for issuance as specified on Schedule A , and the Company has not made any other commitment to authorize, issue or sell any Common Stock except pursuant to this Agreement.  Since the Capitalization Date, except pursuant to this Agreement and its agreements with Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. dated the date hereof, the Company has not issued any shares of Common Stock other than (i) shares issued upon the exercise of stock options or delivered under other equity-based awards or other convertible securities or warrants which were issued and outstanding on the Capitalization Date and disclosed on Schedule A and (ii) shares disclosed on Schedule A .