EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Belvedere SoCal • National commercial banks • California
THIS AGREEMENT is dated as of January 14, 2008, between Belvedere SoCal ("SoCal"), Professional Business Bank (the "Bank") and Alan J. Lane ("Executive") for the purposes set forth in this agreement (the "Agreement").
WARRANT AGREEMENTWarrant Agreement • November 19th, 2008 • Belvedere SoCal • National commercial banks • California
THIS WARRANT AGREEMENT (this “Agreement”) is made and entered into by Belvedere SoCal, a California corporation (the “Company”), and Computershare, Inc. a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A. a federally chartered trust company, having its principal office at 250 Royall Street, Canton, MA 02021 (Collectively (“Warrant Agent”), or individually “Computershare” and the “Trust Company”, respectively), agree as of this 23rd day of November , 2007, with regard to the following:
MANAGEMENT AGREEMENTManagement Agreement • May 1st, 2007 • Belvedere SoCal • National commercial banks • California
THIS MANAGEMENT AGREEMENT (“Agreement”) is entered into as of [*], among [*] SoCal, a corporation organized under the laws of California (“SoCal”) located in [*], California, [*] Bank, a California banking corporation (“Bank”), located in [*], California, [*] Capital Fund II L.P., a Delaware limited partnership (“Fund”), and [*] Capital Partners II LLC, the General Partner of Fund and a Delaware limited liability company (the “Partnership”).
SENIOR NOTE THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL OR STATE GOVERNMENT AGENCY. THIS SENIOR NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Belvedere SoCal • May 1st, 2009 • National commercial banks
Belvedere SoCal, a California corporation (the "Company") promises to pay to the order of Belvedere Capital Fund II L.P. (the "Purchaser"), at the Company's office at One Maritime Plaza, Suite 825, San Francisco, CA 94111 in lawful money of the United States of America, the principal amount of $6,500,000, together with interest on the part of the principal amount from time to time remaining unpaid from this date until such principal is paid at the rate provided below.
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2009 • Belvedere SoCal • National commercial banks • California
THIS AGREEMENT is dated as of March 16, 2009, between Belvedere SoCal ("SoCal"), Professional Business Bank (the "Bank") and Mary Lynn Lenz ("Executive") for the purposes set forth in this agreement (the "Agreement").
FIRST AMENDMENT AND WAIVER AGREEMENTFirst Amendment and Waiver Agreement • May 1st, 2009 • Belvedere SoCal • National commercial banks
This FIRST AMENDMENT AND WAIVER AGREEMENT (this “Amendment”) is made as of the Effective Date set forth below by and among Belvedere SoCal, a bank holding company organized under the laws of California (“Borrower”), and Pacific Coast Bankers’ Bank (“Lender”) with respect to the Business Loan Agreement (such Business Loan Agreement, the “Agreement”) and all notes, deeds of trust, security agreements, pledge agreements, guaranties, and other documents (together with the Agreement, collectively referred to herein as the “Loan Documents”) among Borrower and Lender and dated as of March 18, 2008 among Borrower and Lender. (Borrower and Lender each a “Party” and collectively, the “Parties.”)
FIRST AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATIONThe Agreement • February 6th, 2008 • Belvedere SoCal • National commercial banks • California
THIS FIRST AMENDMENT TO THE AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the “First Amendment”) is entered into as of September 4, 2007, between Belvedere SoCal, a company organized under the laws of California (“SoCal”), being located in San Francisco, California, and Spectrum Bank, a banking company organized under the laws of California (“Seller”), located in Irvine, California.
EMPLOYMENT AGREEMENTRestricted Stock Purchase Agreement • August 14th, 2008 • Belvedere SoCal • National commercial banks • California
THIS AGREEMENT is dated as of August 14, 2008 (the “Execution Date”), between Belvedere SoCal (“SoCal”), Professional Business Bank ("PBB"), and William Baribault (“Executive”) for the purposes set forth in this agreement (the “Agreement”).
SENIOR NOTE THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL OR STATE GOVERNMENT AGENCY. THIS SENIOR NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Belvedere SoCal • May 1st, 2009 • National commercial banks
Belvedere SoCal, a California corporation (the "Company") promises to pay to the order of Belvedere Capital Fund II L.P. (the "Purchaser"), at the Company's office at One Maritime Plaza, Suite 825, San Francisco, CA 94111 in lawful money of the United States of America, the principal amount of $500,000, together with interest on the part of the principal amount from time to time remaining unpaid from this date until such principal is paid at the rate provided below.
SECOND AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATIONThe Agreement • February 6th, 2008 • Belvedere SoCal • National commercial banks • California
THIS SECOND AMENDMENT TO THE AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the “Second Amendment”) is entered into as of January 30, 2008, between Belvedere SoCal, a company organized under the laws of California (“SoCal”), being located in San Francisco, California, and Spectrum Bank, a banking company organized under the laws of California (“Seller”), located in Irvine, California.
EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2008 • Belvedere SoCal • National commercial banks • California
THIS AGREEMENT is dated as of August 14, 2008 (the "Execution Date"), between Belvedere SoCal ("SoCal"), Professional Business Bank ("PBB"), and William Baribault ("Executive") for the purposes set forth in this agreement (the "Agreement").
COMMERCIAL PLEDGE AGREEMENTCommercial Pledge Agreement • March 31st, 2008 • Belvedere SoCal • National commercial banks
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
SENIOR NOTE THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL OR STATE GOVERNMENT AGENCY. THIS SENIOR NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Belvedere SoCal • May 1st, 2009 • National commercial banks
Belvedere SoCal, a California corporation (the "Company") promises to pay to the order of Belvedere Capital Fund II L.P. (the "Purchaser"), at the Company's office at One Maritime Plaza, Suite 825, San Francisco, CA 94111 in lawful money of the United States of America, the principal amount of $2,000,000, together with interest on the part of the principal amount from time to time remaining unpaid from this date until such principal is paid at the rate provided below.
TRANSACTION FEE AND EXPENSE REIMBURSEMENT AGREEMENTTransaction Fee And • May 1st, 2007 • Belvedere SoCal • National commercial banks • California
THIS TRANSACTION FEE AND EXPENSE REIMBURSEMENT AGREEMENT (“Agreement”) is entered into as of April 2007, among Belvedere SoCal, a corporation organized under the laws of California (“SoCal”) located in San Francisco, California, Belvedere Capital Fund II L.P., a Delaware limited partnership (“Fund”), and Belvedere Capital Partners II LLC, the General Partner of Fund and a Delaware limited liability company (the “Partnership”).
AGREEMENT TO MERGE AND PLAN OF REORGANIZATION dated as of July 13, 2007 by and between Belvedere SoCal and Spectrum BankAgreement to Merge • August 28th, 2007 • Belvedere SoCal • National commercial banks • California
THIS AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (“Agreement”) is entered into as of July 13, 2007, among Belvedere SoCal, a corporation organized under the laws of California (“SoCal”) located in San Francisco, California, and Spectrum Bank, a California banking corporation (“Seller”), located in Irvine, California .
SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK PURCHASE AGREEMENTPurchase Agreement • December 13th, 2007 • Belvedere SoCal • National commercial banks • California
THIS SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 10th day of December, 2007 by and between Belvedere SoCal, a California corporation (the “Company”), and Belvedere Capital Fund II L.P. (the “Purchaser”).
SENIOR NOTE THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL OR STATE GOVERNMENT AGENCY. THIS SENIOR NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Senior Note • May 6th, 2009 • Belvedere SoCal • National commercial banks
Belvedere SoCal, a California corporation (the "Company") promises to pay to the order of Belvedere Capital Fund II L.P. (the "Purchaser"), at the Company's office at One Maritime Plaza, Suite 825, San Francisco, CA 94111 in lawful money of the United States of America, the principal amount of $500,000, together with interest on the part of the principal amount from time to time remaining unpaid from this date until such principal is paid at the rate provided below.
FIRST AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATIONMerge and Plan of Reorganization • May 1st, 2007 • Belvedere SoCal • National commercial banks • California
THIS FIRST AMENDMENT TO THE AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the “First Amendment”) is entered into as of April 23, 2007, among Belvedere SoCal, a company organized under the laws of California (“SoCal”), being located in San Francisco, California, and Professional Business Bank, a banking company organized under the laws of California (“Seller”), located in Pasadena, California and joined in by Belvedere Capital Fund II L.P., a Delaware limited partnership (“Fund”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • March 31st, 2008 • Belvedere SoCal • National commercial banks • California
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
From: PCBB/ Nino Petroni and Bryan Warner Date: May 12, 2009 Re: Belvedere Socal – Proposed Second Amendment and Waiver Agreement Negotiated TermsWaiver Agreement Negotiated Terms • May 14th, 2009 • Belvedere SoCal • National commercial banks
This summary of basic indicative terms (the “Memo”) is for a proposed second amendment (“Proposed Amendment”) to a loan (“Loan”) to Belvedere Socal, a bank holding company organized under the laws of California (“Borrower”), which Loan was previously made by Pacific Coast Bankers’ Bank (“Lender”) pursuant to that certain Business Loan Agreement (the “Agreement”) dated as of March 18, 2008 and First Amendment and Waiver Agreement (“Previous Amendment”) by and among Borrower and Lender. This Memo summarizes the discussions between the Lender and the Borrower and provides a basis for completing negotiations between them with respect to the Proposed Amendment.
PURCHASE AGREEMENT among BELVEDERE SOCAL and BELVEDERE SOCAL STATUTORY TRUST I, as Offerors, and THOMAS R. TIMMONS, RONALD H. GABRIEL, RONALD H. GABRIEL, TRUSTEE for GABRIEL FAMILY TRUST and ALDO J. AND HELEN L. DE SOTO, TRUSTEES for THE DE SOTO...Purchase Agreement • February 6th, 2008 • Belvedere SoCal • National commercial banks • California
THIS PURCHASE AGREEMENT, dated as of January 31, 2008, is entered into by and among, Belvedere SoCal, a California corporation (the “Company”), Belvedere SoCal Statutory Trust I, a Delaware statutory trust (the “Trust,” and, together with the Company, the “Offerors”), Thomas R. Timmons, Ronald H. Gabriel, Ronald H. Gabriel, Trustee for Gabriel Family Trust and Aldo J. and Helen L. De Soto, Trustees for The De Soto Family Trust (collectively, the “Contributors”).
SECOND AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATIONAgreement to Merge and Plan of Reorganization • August 28th, 2007 • Belvedere SoCal • National commercial banks
THIS SECOND AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the “Second Amendment”) is entered into as of August 7, 2007, among Belvedere SoCal, a company organized under the laws of California (“SoCal”), located in San Francisco, California, and Professional Business Bank, a banking company organized under the laws of California (“Seller”), located in Pasadena, California and joined in by Belvedere Capital Fund II L.P., a Delaware limited partnership (“Fund”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 6th, 2008 • Belvedere SoCal • National commercial banks • California
This Stock Purchase Agreement (the “Agreement”) is made as of this 29th day of January, 2008 between Belvedere SoCal, a California corporation and registered bank holding company (the “Company”) and Belvedere Capital Fund II L.P., a Delaware limited partnership(“Purchaser”).
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • November 19th, 2008 • Belvedere SoCal • National commercial banks • California
THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (the "First Amendment") is entered into as of January 29, 2008, among Belvedere SoCal, a corporation organized under the laws of California ("SoCal") located in San Francisco, California, Professional Business Bank, a California banking corporation ("Bank"), located in Pasadena, California, Belvedere Capital Fund II L.P., a Delaware limited partnership ("Fund"), and Belvedere Capital Partners II LLC, the General Partner of Fund and a Delaware limited liability company (the "Partnership").
