Common use of ADDITIONAL TERMS OF THE CONSULTING AGREEMENT Clause in Contracts

ADDITIONAL TERMS OF THE CONSULTING AGREEMENT. Bankmark shall be available to meet with any regulatory agencies or the Bank’s attorney as needed to effectively implement the requirements of this Agreement. § Upon completion of the public offering, Bankmark will provide a written action report on issues concerning the de novo bank in the areas of product development, delivery systems, and topical marketing needs based on current trends experienced during the campaign. This written report will be followed by an oral presentation by Xxxxxx & Xxxxxxx to the Board of Directors. This is not to be confused with a marketing plan but rather a report on issues and recommendations. § The parties agree that the Bank or Bankmark may require that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration in accordance with the Rules of the American Arbitration Association in effect at the time that the controversy or claim arises, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The forum for any such arbitration proceeding shall be at the local office of the Judicial Arbitration Mediation Service nearest to the headquarters of the Bank. § Should any legal action or arbitration proceeding be brought in connection with any provisions of this Agreement, or to collect damages for either the breach of any term of this Agreement or false representation or warranty given in connection with this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees, and costs and expenses actually incurred in such action or proceeding. § Significant suppliers of goods or services shall be approved jointly by Bankmark and the Bank to assure the greatest possible success. If the Bank requires the specific use of a supplier, the Bank will assume all responsibilities for delivery of those specific goods and services, and any delays or problems caused by use of said supplier. Bankmark’s purchasing strengths due to its long term relationship with many suppliers provides clients with the advantage of special pricing, i.e. reduced fees, or better terms, i.e. delayed partial payment until release of funds from the impound account. While all contracts negotiated with any provider of goods or services and approved by the client, any firms or individuals that are providers of these services on an ongoing basis for Bankmark are managed by Bankmark with oversight by the Organizers during the term of the engagement. It is this leverage and tie to responsibility that allow Bankmark to procure and expedite service to its clients. Bankmark shall not accept any gratuity, rebate, fee, non-cash trade, commission or any other direct or indirect accommodation as it pertains to providers of goods or services used to implement the work as prescribed herein. Bankmark maintains an ongoing marketing relationship which may include fee for referrals, shared marketing and promotional costs for workshops and seminars with, but not limited to, the following firms: 1) Xxxxxx, Pepper & Shefelman PLLC, 2) Jenkens & Xxxxxxxxx, 3) TIB, 4) Xxxxxxx & Associates, 5) WIB, 6) Xxxxxxx & Procter, 7) Powell, Goldstein, Xxxxxx & Xxxxxx, 8) Intercept, Inc., 9) Phoenix Software, 10) RLR Management, Inc. Should the Bank elect to engage the services of any of these professional organizations, it is the responsibility of the Bank to conduct its own thorough evaluation of the services to be provided. § Speaker honorariums and travel expenses can become very costly. It is Bankmark’s intent to provide the best resource to accomplish this task. To have a celebrity speaker for each function of the estimated 65+ functions would be cost prohibitive. When applicable, Bankmark will use bank directors from other institutions, industry observers, and in many cases, Xxxxxx Xxxxxxx. Xx. Xxxxxxx’x relationship as a speaker is separate from that of services provided directly by Bankmark. As a speaker, Xx. Xxxxxxx is paid by the Bank from the estimated budget for speaker honorariums or any other individual designated by Bankmark as appropriate. Because speakers must set aside the time to meet the requirements of the scheduled meetings, if for any reason the meetings are canceled, they are paid accordingly. If canceled within 48 hours notice, 50% of the speaker honorarium is due. If canceled 24 hours prior to the meeting, the entire fee is due. § Let it be understood that Bankmark does not participate directly or indirectly in any sales transaction between the Bank and prospective shareholders, nor will it solicit subscription agreements or collect monies for prospective shareholders in connection with such activity. Bankmark is not an agent for the de novo bank, and does not make representations as an agent or otherwise for the Bank. The Bank agrees to indemnify and hold harmless Bankmark from and against any and all damages, loss, cost expense, obligation, claim or liability, including but not limited to attorney fees and expenses, arising as a result of the Bank making said offering. § The scope, nature and details of the consulting services provided by Bankmark, as well as the identity and background of the parties Bankmark introduces to the Bank, will not be divulged to anyone other than those directly representing the parties to the transaction and unless otherwise required by applicable law. § During the term of this Agreement, should Xxx Xxxxxx/Bankmark become incapacitated and unable to direct this project in any manner, Xxxxxx Xxxxxxx will complete the project as prescribed herein and the Bank will pay to Xx. Xxxxxxx any forthcoming payments. Notification to enact this specific condition of the Agreement will be in writing by Xx. Xxxxxx or his estate representative for Bankmark. If the Bank does not elect to have Xx. Xxxxxxx complete the project, all monies owed Bankmark are still due and payable as prescribed herein. § Bankmark works for and at the sole discretion of the Board of Directors. If, at any time, Bankmark believes the group needs to receive information or be informed of any detail affecting the project, Bankmark will not be denied access to the group in any manner. The parties have executed this Agreement to be effective as of March 21, 2005. /s/ Xxx Xxxxxx /s/ Xxxxx Xxxxxx Xxx Xxxxxx, Owner Xxxxx, Xxxxxx Bank Representative 5015 Addison Circle, BOX 511 ¨ Xxxxxxx, XX 00000 A. Strategic Capitalization Plan, B. Public Relations, C. Events Management and Speaker Coordination, D. Director/Senior Management Training on How to Present the Independent Bank as an Investment Opportunity, E. Shareholder Database Management and Computer Equipment, F. Consultation regarding the development of marketing communication materials, G. Written opinions, observations, and oral presentations on strategic issues concerning the Bank will presented during the engagement period. A marketing opinion paper will be presented to Directors and Senior Management at the conclusion of the campaign.

ADDITIONAL TERMS OF THE CONSULTING AGREEMENT. Bankmark shall be available to meet with any regulatory agencies or the Bank’s 's attorney as needed to effectively implement the requirements of this Agreement. § • Upon completion of the public offering, Bankmark will provide a written action report on issues concerning the de novo bank in the areas of product development, delivery systems, and topical marketing needs based on current trends experienced during the campaign. This written report will be followed by an oral presentation by Xxxxxx & Xxxxxxx to the Board of Directors. This is not to be confused with a marketing plan but rather a it report on issues and recommendations. § recommendations • The parties agree that the Bank or Bankmark may require that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration in accordance with the Rules of the American Arbitration Association in effect at the time that the controversy or claim arises, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The forum for any such arbitration proceeding shall be at the local office of the Judicial Arbitration Mediation Service nearest to the headquarters of the Bank-Bank. § • Should any legal action or arbitration proceeding be brought in connection with any provisions of this Agreement, or to collect damages for either the breach of any term of this Agreement or false representation or warranty given in connection with this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees, and costs and expenses actually incurred in such action or proceeding. § • Significant suppliers of of' goods or services shall be approved jointly by Bankmark and the Bank Bank- to assure the greatest possible success. If the Bank requires the specific use of a supplier, the Bank will assume all responsibilities for delivery of those specific goods and services, and any delays or problems caused by use of said supplier. Bankmark’s 's purchasing strengths due to its long term relationship with many suppliers provides clients with the advantage of special pricing, i.e. reduced fees, or better terms, i.e. i.e., delayed partial payment until release of funds Funds from the impound account. While all contracts negotiated with any provider of goods or services and approved by the client, any firms or individuals that are providers of these services on an ongoing basis for Bankmark are managed by Bankmark with oversight by the Organizers organizers during the term of the engagement. It is It's this leverage and tie to responsibility that allow allows Bankmark to procure and expedite service to its clients. Bankmark Bank-xxxx shall not accept any gratuity, rebate, fee, non-cash trade, commission or any any- other direct or indirect accommodation as it pertains to providers of goods or services used to implement the work as prescribed herein. Bankmark maintains an ongoing marketing relationship which may include fee for referrals, shared marketing and promotional costs for workshops and seminars with, but not limited to, the following firms: 1) Xxxxxx, Pepper & Shefelman PLLC, 2) East Point Technologies, 3) Midwest Bankers, Jenkens & Xxxxxxxxx, 34) Brooks, Pierce, McLender, Xxxxxxxx & Xxxxxxx LLP, 5) Information Management Technologies, 6) TIB, 47) Xxxxxxx & Bonnefin. 8) Xxxxxxx & Associates, 59) DFC Consulting Company, 10) Bankers' Compliance Group, 11) WIB, 612) Xxxxxxx & Xxx, 13) Xxxxxxx & Procter, 714) Powell, Goldstein, Xxxxxx & Xxxxxx, 8) Intercept, Inc., 9) Phoenix Software, 10) RLR Management, Inc. . Should the Bank bank elect to engage the services of any of these professional organizations, it is the responsibility of the Bank bank to conduct its their own thorough evaluation of the services to be provided. § • Speaker honorariums and travel expenses can become very costly. It is Bankmark’s 's intent to provide the best resource to accomplish this task. To have a celebrity speaker for each function of the estimated 6580+ functions would be cost prohibitive. When applicable, Bankmark will use bank directors from other institutions, industry observers, and in many cases, Xxxxxx Xxxxxxx. Xx. Xxxxxxx’x Xxxxxxx'x relationship as a speaker is separate from that of services provided directly by Bankmark. As a speaker, Xx. Xxxxxxx is paid by the Bank from the estimated budget for speaker honorariums or any other individual designated by Bankmark as appropriate. Because speakers must set aside the time to meet the requirements of the scheduled meetings, if for any reason the meetings are canceled, they are paid accordingly. If canceled within 48 hours notice, 50% of the speaker honorarium is due. If canceled 24 hours prior to the meeting, the entire fee is due. § • Let it be understood that Bankmark does not participate directly or indirectly in any sales transaction between the Bank and prospective shareholders, nor will it solicit subscription agreements or collect monies for prospective shareholders in connection with such activity. Because Bankmark is not an agent for the Bank or the de novo bank, and does not make or making representations as an agent or otherwise for agent, the Bank. The Bank agrees to indemnify and hold harmless Bankmark from and against any and all damages, loss, cost expense, obligation, claim or liability, including but not limited to attorney fees and expenses, arising as a result of the Bank making said offering. § • The scope, nature and details of the consulting services provided by Bankmark, as well as the identity and background of the parties Bankmark introduces to the Bank, will not be divulged to anyone other than those directly representing the parties to the transaction and unless otherwise required by applicable law. § • During the term of this Agreement, Agreement should Xxx Xxxxxx/Bankmark become incapacitated and unable to direct this project in any manner, Xxxxxx Xxxxxxx will complete the project as prescribed herein and the Bank will pay to Xx. Xxxxxxx any forthcoming payments. Notification to enact this specific condition of the Agreement will be in writing by Xx. Xxxxxx or his estate representative for Bankmark. If the Bank does not elect to have Xx. Xxxxxxx complete the project, all monies owed Bankmark Bankmark, are still due and payable as prescribed herein. § • Bankmark works for and at the sole discretion of the Board of Directors. If, at any time, Bankmark believes the group needs to receive information or be informed of any detail affecting the project, Bankmark will not be denied access to the group in any manner. The parties have executed this Agreement to be effective as of March 21August 20th, 20052003 (the "Start Date"). /s/ Xxx Xxxxxx /s/ Xxxxx Xxxxxx Xxx Xxxxxx, Owner Xxxxx, Xxxxxx Bank Representative 5015 Addison Circle, BOX 511 ¨ Xxxxxxx, XX 0000012 ADDENDUM A. Strategic Capitalization Plan, , B. Public Relations, C. Events Management and Speaker Coordination, , D. Director/Senior Management Training on How to Present the Independent Bank as an Investment Opportunity, , E. Shareholder Database Management and Computer Equipment, , F. Consultation regarding the development of marketing communication materials, , G. Written opinions, observations, and oral presentations on strategic issues concerning the Bank will presented during the engagement period. A marketing opinion paper will be presented to Directors and Senior Management at the conclusion of the campaign.

ADDITIONAL TERMS OF THE CONSULTING AGREEMENT. Bankmark shall be available to meet with any regulatory agencies or the Bank’s 's attorney as needed to effectively implement the requirements of this Agreement. § • Upon completion of the public offering, Bankmark will provide a written action report on issues concerning the de novo bank in the areas of product development, delivery systems, and topical marketing needs based on current trends experienced during the campaign. This written report will be followed by an oral presentation by Xxxxxx & Xxxxxxx to the Board of Directors. This is not to be confused with a marketing plan but rather a it report on issues and recommendations. § • The parties agree that the Bank or Bankmark may require that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration in accordance with the Rules of the American Arbitration Association in effect at the time that the controversy or claim arises, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The forum for any such arbitration proceeding shall be at the local office of the Judicial Arbitration Mediation Service nearest to the headquarters of the Bank-Bank. § • Should any legal action or arbitration proceeding be brought in connection with any provisions of this Agreement, or to collect damages for either the breach of any term of this Agreement or false representation or warranty given in connection with this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees, and costs and expenses actually incurred in such action or proceeding. § • Significant suppliers of of' goods or services shall be approved jointly by Bankmark and the Bank Bank- to assure the greatest possible success. If the Bank requires the specific use of a supplier, the Bank will assume all responsibilities for delivery of those specific goods and services, and any delays or problems caused by use of said supplier. Bankmark’s 's purchasing strengths due to its long term relationship with many suppliers provides clients with the advantage of special pricing, i.e. reduced fees, or better terms, i.e. i.e., delayed partial payment until release of funds Funds from the impound account. While all contracts negotiated with any provider of goods or services and approved by the client, any firms or individuals that are providers of these services on an ongoing basis for Bankmark are managed by Bankmark with oversight by the Organizers organizers during the term of the engagement. It is It's this leverage and tie to responsibility that allow allows Bankmark to procure and expedite service to its clients. Bankmark Bank-xxxx shall not accept any gratuity, rebate, fee, non-cash trade, commission or any any- other direct or indirect accommodation as it pertains to providers of goods or services used to implement the work as prescribed herein. Bankmark maintains an ongoing marketing relationship which may include fee for referrals, shared marketing and promotional costs for workshops and seminars with, but not limited to, the following firms: 1) Xxxxxx, Pepper & Shefelman PLLC, 2) East Point Technologies, 3) Midwest Bankers, Jenkens & Xxxxxxxxx, 34) Brooks, Pierce, McLender, Xxxxxxxx & Xxxxxxx LLP, 5) Information Management Technologies, 6) TIB, 47) Xxxxxxx & Bonnefin. 8) Xxxxxxx & Associates, 59) UH2 Consulting Company, 10) Bankers' Compliance Group, 11) WIB, 612) Xxxxxxx & Xxx, 13) Xxxxxxx & Procter, 714) Powell, Goldstein, Xxxxxx & Xxxxxx, 8) Intercept, Inc., 9) Phoenix Software, 10) RLR Management, Inc. . Should the Bank bank elect to engage the services of any of these professional organizations, it is the responsibility of the Bank bank to conduct its their own thorough evaluation of the services to be provided. § • Speaker honorariums and travel expenses can become very costly. It is Bankmark’s 's intent to provide the best resource to accomplish this task. To have a celebrity speaker for each function of the estimated 6580+ functions would be cost prohibitive. When applicable, Bankmark will use bank directors from other institutions, industry observers, and in many cases, Xxxxxx Xxxxxxx. Xx. Xxxxxxx’x Xxxxxxx'x relationship as a speaker is separate from that of services provided directly by Bankmark. As a speaker, Xx. Xxxxxxx is paid by the Bank from the estimated budget for speaker honorariums or any other individual designated by Bankmark as appropriate. Because speakers must set aside the time to meet the requirements of the scheduled meetings, if for any reason the meetings are canceled, they are paid accordingly. If canceled within 48 hours notice, 50% of the speaker honorarium is due. If canceled 24 hours prior to the meeting, the entire fee is due. § • Let it be understood that Bankmark does not participate directly or indirectly in any sales transaction between the Bank and prospective shareholders, nor will it solicit subscription agreements or collect monies for prospective shareholders in connection with such activity. Because Bankmark is not an agent for the Bank or the de novo bank, and does not make or making representations as an agent or otherwise for agent, the Bank. The Bank agrees to indemnify and hold harmless Bankmark from and against any and all damages, loss, cost expense, obligation, claim or liability, including but not limited to attorney fees and expenses, arising as a result of the Bank making said offering. § • The scope, nature and details of the consulting services provided by Bankmark, as well as the identity and background of the parties Bankmark introduces to the Bank, will not be divulged to anyone other than those directly representing the parties to the transaction and unless otherwise required by applicable law. § • During the term of this Agreement, Agreement should Xxx Xxxxxx/Bankmark become incapacitated and unable to direct this project in any manner, Xxxxxx Xxxxxxx will complete the project as prescribed herein and the Bank will pay to Xx. Xxxxxxx any forthcoming payments. Notification to enact this specific condition of the Agreement will be in writing by Xx. Xxxxxx or his estate representative for Bankmark. If the Bank does not elect to have Xx. Xxxxxxx complete the project, all monies owed Bankmark Bankmark, are still due and payable as prescribed herein. § • Bankmark works for and at the sole discretion of the Board of Directors. If, at any time, Bankmark believes the group needs to receive information or be informed of any detail affecting the project, Bankmark will not be denied access to the group in any manner. The parties have executed this Agreement to be effective as of March 21, 2005. /s/ Xxx Xxxxxx /s/ Xxxxx Xxxxxx Xxx Xxxxxx, Owner Xxxxx, Xxxxxx Bank Representative 5015 Addison Circle, BOX 511 ¨ Xxxxxxx, XX 00000 A. Strategic Capitalization Plan, B. Public Relations, C. Events Management and Speaker Coordination, D. Director/Senior Management Training on How to Present 8/1/04 (the Independent Bank as an Investment Opportunity, E. Shareholder Database Management and Computer Equipment, F. Consultation regarding the development of marketing communication materials, G. Written opinions, observations, and oral presentations on strategic issues concerning the Bank will presented during the engagement period. A marketing opinion paper will be presented to Directors and Senior Management at the conclusion of the campaign"Start Date").

ADDITIONAL TERMS OF THE CONSULTING AGREEMENT. Bankmark shall be available to meet with any regulatory agencies or the Bank’s attorney as needed to effectively implement the requirements of this Agreement. § • Upon completion of the public offering, Bankmark will provide a written action report on issues concerning the de novo bank in the areas areas’ of product development, delivery systems, and topical marketing needs based on current trends experienced during the campaign. This written report will be followed by an oral presentation by Xxxxxx & Xxxxxxx to the Board of Directors. This is not to be confused with a marketing plan plan, but rather a report on issues and recommendations. § • The parties agree that the Bank or Bankmark may require that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration in accordance with the Rules of the American Arbitration Association in effect at the time that the controversy or claim arises, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The forum for any such arbitration proceeding shall be at the local office of the Judicial Arbitration Mediation Service nearest to the headquarters of the Bank. § JAMS are a national business arbitration firm, and usually have offices within any state. However, in the event there is not a JAMS office located within a reasonable distance from the Bank, all arbitration will take place in accordance with the American Arbitration Association. • Should any legal action or arbitration proceeding be brought in connection with any provisions of this Agreement, or to collect damages for either the breach of any term of this Agreement or false representation or warranty given in connection with this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees, and costs and expenses actually incurred in such action or proceeding. § • Significant suppliers of goods or services shall be approved jointly by Bankmark and the Bank to assure the greatest possible success. If the Bank requires the specific use of a supplier, the Bank will assume all responsibilities for delivery of those specific goods and services, and any delays or problems caused by use of said supplier. Bankmark’s purchasing strengths due to its long term relationship with many suppliers provides clients with the advantage of special pricing, (i.e. reduced fees, or better terms, i.e. or delayed partial payment until release of funds from the impound account). While all contracts negotiated with any provider of goods or services and approved by the client, any firms or individuals that are providers of these services on an ongoing basis for Bankmark are managed by Bankmark with oversight by the Organizers during the term of the engagement. It is this leverage and tie to responsibility that allow Bankmark to procure and expedite service to its clients. Bankmark shall not accept any gratuity, rebate, fee, non-cash trade, commission or any other direct or indirect accommodation as it pertains to providers of goods or services used to implement the work as prescribed herein. Bankmark maintains an ongoing marketing relationship which may include fee for referrals, shared marketing and promotional costs for workshops and seminars with, but not limited to, the following firms: 1) XxxxxxPoster, Pepper & Shefelman PLLC, 2) Jenkens & Xxxxxxxxx, 3) TIB, 4) Xxxxxxx & Associates, 5) WIB, 6) Xxxxxxx & Procter, 7) PowellXxxxxx, GoldsteinXxxxxxxxx, Xxxxxx & Xxxxxx, 8) Intercept, Inc., 9) Phoenix Software, 10) RLR Management, Inc. Should the Bank elect to engage the services of any of these professional organizations, it is the responsibility of the Bank to conduct its own thorough evaluation of the services to be provided. § • Speaker honorariums and travel expenses can become very costly. It is Bankmark’s intent to provide the best resource resources to accomplish this task. To have a celebrity speaker for each function of the estimated 65+ functions would be cost prohibitive. When applicable, Bankmark will use bank directors from other institutions, industry observers, and in many cases, Xxxxxx Xxxxxxx. Xx. Xxxxxxx’x relationship as a speaker is separate from that of services provided directly by Bankmark. As a speaker, Xx. Xxxxxxx is paid by the Bank from the estimated budget for speaker honorariums or any other individual designated by Bankmark as appropriate. Because speakers must set aside the time to meet the requirements of the scheduled meetings, if for any reason the meetings are canceled, they are paid accordingly. If canceled within 48 hours notice, 50% of the speaker honorarium is due. If canceled within 24 hours notice prior to the meeting, the entire fee is due. § • Let it be understood that Bankmark does not participate directly or indirectly in any sales transaction between the Bank and prospective shareholders, nor will it solicit subscription agreements or collect monies for prospective shareholders in connection with such activity. Bankmark is not an agent for the de novo bank, and does not make representations as an agent or otherwise for the Bank. The Bank agrees to indemnify and hold harmless Bankmark from and against any and all damages, loss, cost expense, obligation, claim or liability, including but not limited to to, attorney fees and expenses, expenses arising as a result of the Bank making said offering. § • The scope, nature and details of the consulting services provided by Bankmark, as well as the identity and background of the parties Bankmark introduces to the Bank, will not be divulged to anyone other than those directly representing the parties to the transaction and unless otherwise required by applicable law. § • During the term of this Agreement, should Xxx Xxxxxx/Bankmark become incapacitated and unable to direct this project in any manner, Xxxxxx Xxxxxxx Xxxxx will complete the project as prescribed herein and the Bank will pay to Xx. Xxxxxxx Xxxxxx Xxxxx any forthcoming payments. Notification to enact this specific condition of the Agreement will be in writing by Xx. Xxxxxx or his estate representative for Bankmark. If the Bank does not elect to have Xx. Xxxxxxx Xxxxxx Xxxxx complete the project, all monies owed Bankmark are still due and payable as prescribed herein. § Bankmark works for and at the sole discretion of the Board of Directors. If, at any time, Bankmark believes the group needs to receive information or be informed of any detail affecting the project, Bankmark will not be denied access to the group in any manner. The parties have executed this Agreement to be effective as of March 21, 20052007. /s/ Xxx Xxxxxx /s/ Xx Xxxxx Xxxxxx Xxx Xxxxxx, Owner Xx Xxxxx, Xxxxxx Bank Representative 5015 Addison Circlerepresenting T & E Holding, BOX 511 ¨ XxxxxxxInc., XX 00000 A. Strategic Capitalization Plan, B. Public RelationsSan Diego, C. Events Management and Speaker Coordination, D. Director/Senior Management Training on How to Present the Independent Bank as an Investment Opportunity, E. Shareholder Database Management and Computer Equipment, F. Consultation regarding the development of marketing communication materials, G. Written opinions, observations, and oral presentations on strategic issues concerning the Bank will presented during the engagement period. A marketing opinion paper will be presented to Directors and Senior Management at the conclusion of the campaign.California

ADDITIONAL TERMS OF THE CONSULTING AGREEMENT. Bankmark shall be available to meet with any regulatory agencies or the Bank’s attorney as needed to effectively implement the requirements of this Agreement. § • Upon completion of the public offering, Bankmark will provide a written action report on issues concerning the de novo bank in the areas areas’ of product development, delivery systems, and topical marketing needs based on current trends experienced during the campaign. This written report will be followed by an oral presentation by Xxxxxx & Xxxxxxx to the Board of Directors. This is not to be confused with a marketing plan plan, but rather a report on issues and recommendations. § • The parties agree that the Bank or Bankmark may require that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration in accordance with the Rules of the American Arbitration Association in effect at the time that the controversy or claim arises, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The forum for any such arbitration proceeding shall be at the local office of the Judicial Arbitration Mediation Service nearest to the headquarters of the Bank. § JAMS are a national business arbitration firm, and usually have offices within any state. However, in the event there is not a JAMS office located within a reasonable distance from the Bank, all arbitration will take place in accordance with the American Arbitration Association. • Should any legal action or arbitration proceeding be brought in connection with any provisions of this Agreement, or to collect damages for either the breach of any term of this Agreement or false representation or warranty given in connection with this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees, and costs and expenses actually incurred in such action or proceeding. § • Significant suppliers of goods or services shall be approved jointly by Bankmark and the Bank to assure the greatest possible success. If the Bank requires the specific use of a supplier, the Bank will assume all responsibilities for delivery of those specific goods and services, and any delays or problems caused by use of said supplier. Bankmark’s purchasing strengths due to its long term relationship with many suppliers provides clients with the advantage of special pricing, (i.e. reduced fees, or better terms, i.e. or delayed partial payment until release of funds from the impound account). While all contracts negotiated with any provider of goods or services and approved by the client, any firms or individuals that are providers of these services on an ongoing basis for Bankmark are managed by Bankmark with oversight by the Organizers during the term of the engagement. It is this leverage and tie to responsibility that allow Bankmark to procure and expedite service to its clients. Bankmark shall not accept any gratuity, rebate, fee, non-cash trade, commission or any other direct or indirect accommodation as it pertains to providers of goods or services used to implement the work as prescribed herein. Bankmark maintains an ongoing marketing relationship which may include fee for referrals, shared marketing and promotional costs for workshops and seminars with, but not limited to, the following firms: 1) XxxxxxPoster, Pepper & Shefelman PLLC, 2) Jenkens & Xxxxxxxxx, 3) TIB, 4) Xxxxxxx & Associates, 5) WIB, 6) Xxxxxxx & Procter, 7) PowellXxxxxx, GoldsteinXxxxxxxxx, Xxxxxx & Xxxxxx, 8) Intercept, Inc., 9) Phoenix Software, 10) RLR Management, Inc. Should the Bank elect to engage the services of any of these professional organizations, it is the responsibility of the Bank to conduct its own thorough evaluation of the services to be provided. § • Speaker honorariums and travel expenses can become very costly. It is Bankmark’s intent to provide the best resource resources to accomplish this task. To have a celebrity speaker for each function of the estimated 65+ functions would be cost prohibitive. When applicable, Bankmark will use bank directors from other institutions, industry observers, and in many cases, Xxxxxx Xxxxxxx. Xx. Xxxxxxx’x relationship as a speaker is separate from that of services provided directly by Bankmark. As a speaker, Xx. Xxxxxxx is paid by the Bank from the estimated budget for speaker honorariums or any other individual designated by Bankmark as appropriate. Because speakers must set aside the time to meet the requirements of the scheduled meetings, if for any reason the meetings are canceled, they are paid accordingly. If canceled within 48 hours notice, 50% of the speaker honorarium is due. If canceled within 24 hours notice prior to the meeting, the entire fee is due. § • Let it be understood that Bankmark does not participate directly or indirectly in any sales transaction between the Bank and prospective shareholders, nor will it solicit subscription agreements or collect monies for prospective shareholders in connection with such activity. Bankmark is not an agent for the de novo bank, and does not make representations as an agent or otherwise for the Bank. The Bank agrees to indemnify and hold harmless Bankmark from and against any and all damages, loss, cost expense, obligation, claim or liability, including but not limited to to, attorney fees and expenses, expenses arising as a result of the Bank making said offering. § • The scope, nature and details of the consulting services provided by Bankmark, as well as the identity and background of the parties Bankmark introduces to the Bank, will not be divulged to anyone other than those directly representing the parties to the transaction and unless otherwise required by applicable law. § • During the term of this Agreement, should Xxx Xxxxxx/Bankmark become incapacitated and unable to direct this project in any manner, Xxxxxx Xxxxxxx Xxxxx will complete the project as prescribed herein and the Bank will pay to Xx. Xxxxxxx Xxxxxx Xxxxx any forthcoming payments. Notification to enact this specific condition of the Agreement will be in writing by Xx. Xxxxxx or his estate representative for Bankmark. If the Bank does not elect to have Xx. Xxxxxxx Xxxxxx Xxxxx complete the project, all monies owed Bankmark are still due and payable as prescribed herein. § Bankmark works for and at the sole discretion of the Board of Directors. If, at any time, Bankmark believes the group needs to receive information or be informed of any detail affecting the project, Bankmark will not be denied access to the group in any manner. The parties have executed this Agreement to be effective as of March 21, 20052007. /s/ Xxx Xxxxxx /s/ Xxxxx Xxxxxx Xxx Xxxxxx, Owner Xx Xxxxx, Xxxxxx Bank Representative 5015 Addison Circlerepresenting T & E Holding, BOX 511 ¨ XxxxxxxInc., XX 00000 A. Strategic Capitalization Plan, B. Public RelationsSan Diego, C. Events Management and Speaker Coordination, D. Director/Senior Management Training on How to Present the Independent Bank as an Investment Opportunity, E. Shareholder Database Management and Computer Equipment, F. Consultation regarding the development of marketing communication materials, G. Written opinions, observations, and oral presentations on strategic issues concerning the Bank will presented during the engagement period. A marketing opinion paper will be presented to Directors and Senior Management at the conclusion of the campaign.California