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This Form 4 is filed on behalf of Matthew Lindenbaum, Bennett Lindenbaum and Basswood Capital Management,
L.L.C. (“BCM”) (collectively, the “Reporting Persons”). BCM is the investment manager or adviser to Basswood Financial Fund, Inc. (“BFF, Inc.”), Basswood Opportunity Fund, Inc. (“BOF”), Basswood Financial Fund, LP (“BFF”), Basswood
Financial Long Only Fund, LP (“BFLOF”) and Basswood Opportunity Partners, LP (“BOP”) (collectively, the “Funds”) and certain separate managed accounts managed by BCM (the “Managed Accounts”) and may be deemed to have a pecuniary interest in
the Common Stock directly held by the Funds and held in the Managed Accounts. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of BCM and may be deemed to have a pecuniary interest in the Common Stock directly held by the
Funds and held in the Managed Accounts. In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by the Funds or Managed Accounts are reported herein. Each Reporting Person disclaims beneficial ownership of all
shares of Common Stock that are beneficially owned by the Funds or Managed Accounts, except to the extent, if any, of any direct or indirect pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an
admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise.
Jonathan D. Brown, a senior analyst at BCM, serves on the board of directors of the Issuer as a
representative of the Reporting Persons. As a result, each of the Reporting Persons is a “director-by-deputization” solely for purposes of Section 16 of the Exchange Act. By reason of the provisions of Rule 16a-1 of the Exchange Act, each
of the Reporting Persons may be deemed to be a beneficial owner of the shares of Common Stock issued to Jonathan D. Brown. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by
Jonathan D. Brown.
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2.
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Common Stock held directly by certain of the Managed Accounts.
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3.
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Common Stock held directly by BOP.
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4.
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Common Stock held directly by BOF.
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5.
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Common Stock held directly by BFF.
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6.
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Common Stock held directly by BFF, Inc.
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7.
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Common Stock held directly by BFLOF.
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8.
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Common Stock held directly by Jonathan D. Brown.
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1. Name:
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Matthew Lindenbaum
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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2. Name:
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Bennett Lindenbaum
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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3. Name:
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Basswood Capital Management, L.L.C.
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Address: c/o Basswood Capital Management, LLC
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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/s/ Matthew Lindenbaum | ||
Matthew Lindenbaum
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/s/ Bennett Lindenbaum | ||
Bennett Lindenbaum
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Basswood Capital Management, L.L.C.
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By:
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/s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum
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Title: Managing Member
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