The Shareholders and Board of Directors  California Bank of Commerce  Lafayette, California  Crowe Horwath LLP Independent Member Crowe Horwath International  We have audited the accompanying balance sheet of California Bank of Commerce, (the "Bank") as of  December 31, 2011 and the related statements of income, changes in shareholders' equity and  comprehensive income and cash flows for the year then ended. These financial statements are the  responsibility of the Bank's management. Our responsibility is to express an opinion on these financial  statements based on our audit. The 2010 financial statements of California Bank of Commerce were  audited by Perry-Smith LLP, who combined with Crowe Horwath LLP as of November 1, 2011, and  whose report dated March 21, 2011, expressed an unqualified opinion on those statements.  We conducted our audit in accordance with auditing standards generally accepted in the United States of  America. Those standards require that we plan and perform the audit to obtain reasonable assurance  about whether the financial statements are free of material misstatement. An audit includes examining,  on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit  also includes assessing the accounting principles used and significant estimates made by management,  as well as evaluating the overall financial statement presentation. We believe that our audit provides a  reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the  financial position of California Bank of Commerce as of December 31, 2011 and the results of its  operations and its cash flows for the years then ended, in conformity with accounting principles generally  accepted in the United States of America.  California Bank of Commerce 8 San Francisco, California  March 19, 2012  REPORT OF INDEPENDENT AUDITORS  INDEPENDENT AUDITOR’S REPORT Crowe Horwath LLP 