INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2012 • Manhattan Bancorp • National commercial banks • California
This Indemnification Agreement, dated as of [·], 2012, is made by and between Manhattan Bancorp, a corporation organized under the laws of the State of California (the “Company”), and [ ] (the “Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2012 • Manhattan Bancorp • National commercial banks • California
This Indemnification Agreement, dated as of [·], 2012, is made by and between Bank of Manhattan, N.A., a banking association organized under the laws of the United States of America (the “Bank”), and [ ] (the “Indemnitee”).
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2009 • Manhattan Bancorp • National commercial banks • California
This First Amended and Restated Agreement is made and entered into on March 26, 2009 by and among Manhattan Bancorp (“MB”), Bank of Manhattan, N.A. (the “Bank”) and Jeffrey M. Watson (“Executive”) for the purposes set forth hereinafter (“Agreement”).
Employment AgreementEmployment Agreement • November 8th, 2007 • Manhattan Bancorp • National commercial banks • California
WHEREAS, the Bank desires to avail itself of the skill, knowledge and experience of Executive in order to insure the successful management of its business;
EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2012 • Manhattan Bancorp • National commercial banks • California
This employment agreement (this “Agreement”) is entered into this 31st day of May, 2012 (the “Effective Date”), by and among Manhattan Bancorp (“MB”) and Bank of Manhattan, N.A. (the “Bank”) (collectively referred to as “the Company”) on the one hand, and John Nerland (“Employee”) on the other hand, on the terms and conditions set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2009 • Manhattan Bancorp • National commercial banks • California
This Employment Agreement (this “Agreement”) is to be effective as of October 1, 2009, and is entered into by and between Tad Dahlke (“Executive”) and Bodi Capital, LLC (the “Company”).
Financial Advisory Services AgreementFinancial Advisory Services Agreement • February 5th, 2007 • Manhattan Bancorp • California
The following is the Financial Advisory Services Agreement between Seapower Carpenter Capital, Inc. dba Carpenter & Company (the “Advisor”) and Manhattan Bancorp (the “Company”), effective this 18th day of January, 2007.
IMPOUND ACCOUNT AGREEMENTImpound Account Agreement • March 20th, 2007 • Manhattan Bancorp • National commercial banks • California
This Impound Account Agreement (the “Agreement”) is made as of March 15, 2007 by and among Manhattan Bancorp, a California corporation (the “Company”) and Pacific Coast Bankers’ Bank, a California banking corporation (“Impound Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2007 • Manhattan Bancorp • California
WHEREAS, the Bank desires to avail itself of the skill, knowledge and experience of Executive in order to insure the successful management of its business;
OPERATING AGREEMENT OF MANHATTAN CAPITAL MARKETS LLCOperating Agreement • March 30th, 2011 • Manhattan Bancorp • National commercial banks • California
This Operating Agreement (the “Operating Agreement”) of Manhattan Capital Markets LLC, a California limited liability company (the “Company”) is made as of July 30, 2010, by and among each of the Persons whose name is set forth on Exhibit A to this Operating Agreement, as it may be amended from time to time (each such party a “Member” and collectively, the “Members”).
AMENDMENT TO FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2010 • Manhattan Bancorp • National commercial banks
This Amendment to First Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of September 8, 2010 by and among Manhattan Bancorp (“MB”), Bank of Manhattan, N.A. (the “Bank”) and Dean Fletcher (“Executive”) for the purposes set forth hereinafter.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2012 • Manhattan Bancorp • National commercial banks • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of November 9, 2012, is by and between MANHATTAN BANCORP, a California corporation (“Seller”), and CARPENTER COMMUNITY BANCFUND, L.P. (“CCBF”) and CARPENTER COMMUNITY BANCFUND-A, L.P. (“CCBFA”) (collectively, “Purchaser”), with reference to the following facts:
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 2nd, 2009 • Manhattan Bancorp • National commercial banks • California
This Operating Agreement (the “Operating Agreement”) is made as of , 2009, by and among each of the Persons whose name is set forth on Exhibit A to this Operating Agreement, as it may be amended from time to time (each such party a “Member” and collectively, the “Members”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF NOVEMBER 21, 2011 AMONG CARPENTER FUND MANAGER GP, LLC MANHATTAN BANCORP BANK OF MANHATTAN, N.A. CGB HOLDINGS, INC. AND PROFESSIONAL BUSINESS BANKMerger Agreement • November 23rd, 2011 • Manhattan Bancorp • National commercial banks • California
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of November 21, 2011, is made by and among Carpenter Fund Manager GP, LLC, a Delaware limited liability company (“Fund Manager”), Manhattan Bancorp, a California corporation (“MNHN”), Bank of Manhattan, N.A., a national banking association headquartered in El Segundo, California (“Manhattan”), CGB Holdings, Inc., a Delaware corporation (“CGBH”), and Professional Business Bank, a California chartered commercial bank headquartered in Pasadena, California (“PBB”).
UNITED STATES DEPARTMENT OF THE TREASURYSecurities Purchase Agreement • September 17th, 2009 • Manhattan Bancorp • National commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 23rd, 2011 • Manhattan Bancorp • National commercial banks • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 21, 2011 (the “Effective Date”), is entered into by and among Manhattan Bancorp, a California corporation (the “Borrower”), the lenders party to the Agreement (as defined below) (the “Lenders”) and Carpenter Fund Management Company, LLC, a Delaware limited liability company, as administrative agent for the Lenders (the “Administrative Agent”).
December 5, 2008 United States Department of the TreasurySecurities Purchase Agreement • December 11th, 2008 • Manhattan Bancorp • National commercial banks • California
New Bank and Bank Holding Company Formation: Financial Advisory and Consulting AgreementFinancial Advisory and Consulting Agreement • March 20th, 2007 • Manhattan Bancorp • National commercial banks • California
The following is the Financial Advisory and Consulting Agreement between CCFW, Inc., dba Carpenter & Company (“Carpenter”), its subsidiary Seapower Carpenter Capital, Inc. (“SCC”), and the SB Organizing Group (the “Client”), effective this 1st day of November, 2006.
MANHATTAN CAPITAL MARKETS LLC AMENDMENT NO. 1 TO OPERATING AGREEMENTOperating Agreement • March 30th, 2011 • Manhattan Bancorp • National commercial banks • California
This Amendment No. 1 to Operating Agreement (this “Amendment”) is made as of November 30, 2010 and amends that certain Operating Agreement of Manhattan Capital Markets LLC, a California limited liability company, dated as of July 30, 2010, by and between MBFS Holdings, Inc., a California corporation, and Bodi Advisors, Inc., a California corporation (the “Operating Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Operating Agreement.
FIRST AMENDMENT TO OPERATING AGREEMENT OF BOM CAPITAL, LLCOperating Agreement • October 7th, 2009 • Manhattan Bancorp • National commercial banks
This First Amendment to Operating Agreement (the “First Amendment”) is made and entered into as of October 1, 2009, by and between MBFS Holdings, Inc. (“MB”) and Bodi Advisors, Inc. (“Management Company”), constituting all of the Members of BOM Capital, LLC, d/b/a “Banc of Manhattan Capital” (the “Company”), and the Company.
Amendment to Financial Advisory and Consulting AgreementFinancial Advisory and Consulting Agreement • March 20th, 2007 • Manhattan Bancorp • National commercial banks
The following is the first Amendment to Financial Advisory Services Agreement between Carpenter & Company (“Carpenter”) and SB Organizing Group (the “Client”), dated the 7th day of March, 2007.
REIMBURSEMENT AGREEMENTReimbursement Agreement • September 20th, 2012 • Manhattan Bancorp • National commercial banks • California
This REIMBURSEMENT AGREEMENT (the “Agreement”) is made this 31st day of August, 2012, by and between MANHATTAN BANCORP, a California corporation and registered bank holding company, its wholly-owned subsidiary BANK OF MANHATTAN, NA, a banking association established under the laws of the United States, (hereinafter collectively referred to as “Manhattan”), and CCFW, Inc., a California corporation (hereinafter referred to as “CCFW”).
STOCK PURCHASE AGREEMENT BETWEEN MANHATTAN BANCORP AND CARPENTER FUND MANAGER GP, LLC AS GENERAL PARTNER OF EACH OF THE FOLLOWING INVESTMENT-RELATED LIMITED PARTNERSHIPS: CARPENTER COMMUNITY BANCFUND, L.P. CARPENTER COMMUNITY BANCFUND-A, L.P. AND...Stock Purchase Agreement • May 16th, 2008 • Manhattan Bancorp • National commercial banks • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of May 14, 2008 between Manhattan Bancorp, a California corporation (the “Company”), and Carpenter Fund Manager GP, LLC (the “Manager”) on behalf of and as General Partner of each of the following investment-related limited partnerships: Carpenter Community BancFund, L.P.; Carpenter Community BancFund-A, L.P.; and Carpenter Community BancFund-CA, L.P. (collectively, the “Investors”), regarding the purchase by the Investors of no par value common stock of the Company (the “Common Stock”). The Manager and the Company are collectively referred to herein as the “Parties” and individually referred to herein as a “Party.” Unless otherwise defined herein, capitalized terms used herein are defined in Article I hereof.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2011 • Manhattan Bancorp • National commercial banks
This First Amendment to Employment Agreement (this “Amendment”) is entered into this 28th day of April 2011, by and among Manhattan Bancorp (“MB”) and Bank of Manhattan, N.A. (the “Bank”) (collectively referred to as the “Company”) on the one hand, and Terry L. Robinson (“Employee”) on the other hand, on the basis of the following.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 20th, 2012 • Manhattan Bancorp • National commercial banks • California
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 15, 2012, is entered into by and among Manhattan Bancorp, a California corporation (the “Borrower”), the lenders party to the Agreement (as defined below) (the “Lenders”) and Carpenter Fund Management Company, LLC, a Delaware limited liability company, as administrative agent for the Lenders (the “Administrative Agent”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • May 12th, 2011 • Manhattan Bancorp • National commercial banks
THIS SECOND AMENDMENT TO LEASE AGREEMENT (“Amendment”) is made and entered into as of January 25, 2011, by and between The Plaza CP LLC, a California limited liability company (“Lessor”), and Manhattan Bancorp, a California corporation (“Lessee”). Lessor and Lessee are hereinafter sometimes individually referred to as “Party,” or collectively referred to as “Parties”. Unless otherwise defined in this Amendment, all capitalized terms have the meanings ascribed to them in the Lease (as defined below).
SELECTED DEALER AGREEMENT Manhattan Bancorp Up to 3,000,000 Shares of Common StockSelected Dealer Agreement • November 8th, 2007 • Manhattan Bancorp • National commercial banks • California
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2010 • Manhattan Bancorp • National commercial banks • California
This Employment Agreement is made and entered into on March 1, 2010 by and among Manhattan Bancorp (“MB”), Bank of Manhattan, N.A. (the “Bank”) and Deepak Kumar (“Executive”) for the purposes set forth hereinafter (“Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2009 • Manhattan Bancorp • National commercial banks • California
This Employment Agreement is made and entered into on December 8, 2009 by and among Manhattan Bancorp (“MB”) and Kyle Ransford (“Executive”) for the purposes set forth hereinafter (“Agreement”).
LEASE AGREEMENTLease Agreement • March 20th, 2007 • Manhattan Bancorp • National commercial banks • California
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of the 28th day of February, 2007, by and between Lessor and Lessee, as defined below. Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor, the Premises, as defined below, pursuant to all of the terms and conditions set forth below:
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 20th, 2012 • Manhattan Bancorp • National commercial banks • California
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of January 18, 2012, is entered into by and among Manhattan Bancorp, a California corporation (the "Borrower"), the lenders party to the Agreement (as defined below) (the "Lenders") and Carpenter Fund Management Company, LLC, a Delaware limited liability company, as administrative agent for the Lenders (the "Administrative Agent").
CREDIT AGREEMENT dated as of July 25, 2011 among MANHATTAN BANCORP The Lenders Party Hereto and CARPENTER FUND MANAGEMENT COMPANY, LLC, Administrative AgentCredit Agreement • July 29th, 2011 • Manhattan Bancorp • National commercial banks • California
CREDIT AGREEMENT dated as of July 25, 2011, by and among Manhattan Bancorp, a California corporation (the “Borrower”), the LENDERS party hereto, and Carpenter Fund Management Company, LLC, a Delaware limited liability company, as Administrative Agent.
STOCK PLEDGE AND SECURITY AGREEMENTStock Pledge and Security Agreement • July 29th, 2011 • Manhattan Bancorp • National commercial banks • California
STOCK PLEDGE AND SECURITY AGREEMENT dated as of July 25, 2011, made by the Borrower referred to below (the “Pledgor”), in favor of Carpenter Fund Management Company, LLC, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) on behalf of the Lenders referred to below.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • January 20th, 2012 • Manhattan Bancorp • National commercial banks
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Amendment"), dated January 18, 2012, is entered into by and among Carpenter Fund Manager GP, LLC, a Delaware limited liability company ("Fund Manager"), Manhattan Bancorp, a California corporation ("MNHN"), Bank of Manhattan, N.A., a national banking association headquartered in El Segundo, California ("Manhattan"), CGB Holdings, Inc., a Delaware corporation ("CGBH"), and Professional Business Bank, a California chartered commercial bank headquartered in Pasadena, California ("PBB").
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2009 • Manhattan Bancorp • National commercial banks • California
This Agreement is made and entered into on January 22, 2009, by and among Bank of Manhattan, N.A. (the “Bank”) and Rick Sowers (“Executive”) for the purposes set forth hereinafter (“Agreement”).
