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## INDEPENDENT AUDITOR’S REPORT 

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The Shareholders and Board of Directors California Bank of Commerce Lafayette, California 

## REPORT OF INDEPENDENT AUDITORS 

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. 

San Francisco, California March 19, 2012 

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