0001104659-07-020759 Sample Contracts

IMPOUND ACCOUNT AGREEMENT
Impound 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”).

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New Bank and Bank Holding Company Formation: Financial Advisory and Consulting Agreement
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.

Amendment to Financial Advisory and Consulting Agreement
Financial 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.

LEASE AGREEMENT
Lease 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:

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