#​ and each of its officers and directors are in compliance in all material respects with, and have complied in all material respects, with # the applicable provisions of the Sarbanes-Oxley Act and the related rules and regulations promulgated under such act and # the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Regarding the Sarbanes-Oxley Act requirements, review the ​ filing (Annual report - SEC, EDGAR, or Company’s website). State in your report the External Auditor’s opinion on the effectiveness of the client’s internal controls. If any deficiencies are noted in their opinion, discuss with management steps taken to resolve any deficiencies relating to receivables.

SEC, the Sarbanes-Oxley Act and rules and regulations thereunder, the Nasdaq Listing Rules, Health Care Regulatory Laws, and Export Control Laws, and including any (a) technical or scientific standard to which adherence is required by any Governmental Entity and (b) any mandatory rules or policies of non-governmental accreditation or oversight bodies applicable to the Company Products.

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

Patriot, the Bank, and each of their officers and directors are in compliance in all material respects with, and have complied in all material respects, with # the applicable provisions of the Sarbanes-Oxley Act and the related rules and regulations promulgated under such act and # the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company and its Subsidiaries to comply with applicable law, including federal and state securities laws and the Sarbanes-Oxley Act of 2002, and provide the Company’s officers and the Board with timely updates regarding the Company’s compliance with applicable law;

Claims Under [Section 16(b)] of Exchange Act or Sarbanes-Oxley Act. To Indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute or # any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); provided, however, that notwithstanding any limitation set forth in this [Section 10(d)] regarding the Company’s obligation to Indemnify Indemnitee, Indemnitee shall be entitled under [Section 3] hereof to receive Expense Advances under this Deed with respect to any such Claim unless and until a court having jurisdiction over the underlying Claim makes a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said statute.

registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act); # “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and # in compliance with ​ of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder.

“Committee” means a committee of Directors appointed by the Board to administer this Plan. Insofar as the Committee is responsible for granting Awards to Participants hereunder, it shall consist solely of two or more directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3, an “outside director” under Section 162(m) of the Code, an “independent director” as defined by the Sarbanes-Oxley Act of 2002, and “independent” as defined by the rules of any stock exchange or market on which the Stock is listed.

Clawback. This Award Agreement, and any amounts received hereunder, shall be subject to recovery or other penalties pursuant to # any Company clawback policy, as may be adopted or amended from time to time, # any applicable law, rule or regulation or applicable stock exchange rule, including, without limitation, Section 304 of the U.S. Sarbanes-Oxley Act of 2002, Section 954 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and any New York Stock Exchange Listing Rule adopted pursuant thereto, or # [Section 9(m)] of the Plan relating to forfeiture for misconduct.