0001193125-07-059710 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • March 21st, 2007 • Belvedere SoCal • California

THIS WARRANT AGREEMENT (this “Agreement”) is made and entered into by [*] SoCal, a California corporation (the “Company”), and U.S. Stock Transfer Corporation (“Warrant Agent”) as of this th day of , 2007, with regard to the following:

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MANAGEMENT AGREEMENT
Management Agreement • March 21st, 2007 • Belvedere SoCal • 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”).

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