0001019687-08-005135 Sample Contracts

WARRANT AGREEMENT
Warrant 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:

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EMPLOYMENT AGREEMENT
Employment 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").

FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management 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").

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