0001019056-10-001144 Sample Contracts

LEASE AGREEMENT BY AND BETWEEN FIRST STATES INVESTORS 2208, LLC AS LANDLORD
Office Lease Agreement • October 4th, 2010 • Circle Bancorp

This Office Lease Agreement (“Lease”) is entered into as of June 15, 2004 by and between First States Investors 2208, LLC, a Delaware limited liability company, with an address at 1725 The Fairway, Jenkintown, Pennsylvania 19046 (“Landlord”), and CIRCLE BANK, a California community bank, with an address at 1400 A Grant Avenue, Novato, California 94945 (“Tenant”). Landlord and Tenant, each intending to be legally bound, hereby mutually covenant and agree as follows:

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Mr. Steven B. Leonard
Circle Bancorp • October 4th, 2010

In the event Circle Bank completes its acquisition of the Note and Deed of Trust from Umpqua Bank which is secured by 999 Grant Avenue, Novato, CA Circle Bank will agree to pay Steven B, Leonard $16,000 as a consulting fee for services rendered in connection with acquisition of this note. Please sign and return this letter as soon as possible.

CIRCLE BANCORP Incentive Stock Option and Stock Appreciation Right Agreement
Incentive Stock Option and Stock Appreciation Right Agreement • October 4th, 2010 • Circle Bancorp • California

THIS INCENTIVE STOCK OPTION AND STOCK APPRECIATION RIGHT AGREEMENT (“Agreement”) is made as of the ___ day of _____________, 2010 by and between Circle Bancorp, formerly known as New West Bancshares, Inc., a California corporation (“Corporation”), and _______________ (“Optionee”).

PROJECT MANAGEMENT SERVICES AGREEMENT
Project Management • October 4th, 2010 • Circle Bancorp • California

This Project Management Services Agreement (the “Agreement”) is made as of the 20th day of May, 2010 by and between CIRCLE BANK (“Owner”) with its place of business at 1400 A Grant Avenue, Novato, CA 94945 and ARTHUR CHATHAM (The “Project Manager”) with his place of business at 13929 Williams Rd., CA 95442.

LEASE AGREEMENT
Lease Agreement • October 4th, 2010 • Circle Bancorp • California

This lease (“Lease”) is made as of the Effective Date of Lease set forth in the Subparagraph A of the Fundamental Lease Provisions Below (the “Effective Date of Lease”) by and between Downtown River Associates, L.P., a California Limited Partnership (hereinafter called “Landlord”), and the individuals and/or entities as set forth specifically in Subparagraph B of the Fundamental Lease Provisions below, (hereinafter called “Tenant”), and the Guarantor identified in Subparagraph D, if any, of the Fundamental Lease Provisions and is subject to the terms and conditions set forth below:

PROJECT MANAGEMENT SERVICES AGREEMENT
Project Management Services Agreement • October 4th, 2010 • Circle Bancorp • California

This Project Management Services Agreement (the “Agreement”) is made as of the 20th day of June, 2010 by and between CIRCLE BANK (“Owner”) with its place of business at 1400 A Grant Avenue, Novato, CA 94945 and ARTHUR CHATHAM (The “Project Manager”) with his place of business at 13929 Williams Rd., CA 95442.

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • October 4th, 2010 • Circle Bancorp • California

This Consulting Services Agreement (the “Agreement”) is made as of the 22nd day of July, 2010 by and between CIRCLE BANK (“Bank”) with its place of business at 1400 A Grant Avenue, Novato, CA 94945 and ARTHUR CHATHAM (The “Consultant”) with his place of business at 13929 Williams Rd., CA 95442.

Directors’ Non-Qualified Stock Option Agreement
Directors’ Non-Qualified Stock Option Agreement • October 4th, 2010 • Circle Bancorp • California

THIS STOCK OPTION AGREEMENT (“Agreement”) is made as of the ____ day of ____________________, 20____________ by and between New West Bancshares, Inc., a California corporation (“Corporation”), and _____________ (“Optionee”).

Contract
Circle Bancorp • October 4th, 2010 • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

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