Coast Bancorp/Ca Sample Contracts

GUARANTEE AGREEMENT by and between COAST BANCORP and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION Dated as of September 26, 2002
Guarantee Agreement • March 28th, 2003 • Coast Bancorp/Ca • Blank checks • New York

This GUARANTEE AGREEMENT (this "Guarantee"), dated as of September 26, 2002, is executed and delivered by Coast Bancorp, a California corporation (the "Guarantor"), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association, organized under the laws of the United States of America, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Coast Bancorp Statutory Trust I, a Connecticut statutory trust (the "Issuer").

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COAST BANCORP 5,000 Capital Securities Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENT
Subscription Agreement • March 28th, 2003 • Coast Bancorp/Ca • Blank checks • New York

Preferred Term Securities VII, Ltd. c/o The Bank of New York Collateralized Debt Obligation Group 101 Barclay Street, 8E New York, New York 10286 Attention: Franco B. Talavera CDO Relationship Manager

STANDARD MULTI-TENANT OFFICE LEASE - GROSS AIR COMMERCIAL REAL ESTATE ASSOCIATION
Office Lease • August 30th, 2005 • Coast Bancorp/Ca • National commercial banks
AMENDED AND RESTATED DECLARATION OF TRUST by and among STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Institutional Trustee, COAST BANCORP, as Sponsor, and JACK C. WAUCHOPE, THOMAS J. SHERMAN and JACK ROBASCIOTTI as...
Coast Bancorp/Ca • March 28th, 2003 • Blank checks • Connecticut

AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and effective as of September 26, 2002, by the Institutional Trustee (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the Trust (as defined herein) to be issued pursuant to this Declaration;

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2005 • Coast Bancorp/Ca • National commercial banks • California

This Agreement is made and is effective as of November 1, 2003, by and between Coast National Bank, a national banking association (“Coast”), and Coast Bancorp, a California corporation (“Bancorp”) and Leah Pauly (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2002 • Coast Bancorp/Ca • Blank checks • California

THIS AGREEMENT is made this 31 day of May, 2000, by and between COAST NATIONAL BANK (the "Bank"), having a principal place of business at 486 Marsh Street, San Luis Obispo, California 93401, and THOMAS J. SHERMAN ("Executive"), whose residence address is 2855 El Cerrito, San Luis Obispo, California 93401.

EMPLOYMENT AGREEMENT
Agreement • March 29th, 2002 • Coast Bancorp/Ca • Blank checks • California

THIS AGREEMENT is made this 31st day of May, 2000, by and between COAST NATIONAL BANK (the "Bank"), having a principal place of business at 486 Marsh Street, San Luis Obispo, California 93401, and JACK C. WAUCHOPE ("Executive"), whose residence address is 6348 Mira Cielo, San Luis Obispo, California 93401.

STANDARD LEASE ADDENDUM Dated July 26, 2005 By and Between (Lessor) Betteravia Ventures LLC
Standard Lease • August 30th, 2005 • Coast Bancorp/Ca • National commercial banks
LEASE AGREEMENT
Lease Agreement • August 15th, 2005 • Coast Bancorp/Ca • National commercial banks

BY THIS LEASE dated October 15, 2004, HAMON FAMILY TRUST, herein called “Lessor,” leases, to COAST NATIONAL BANK, herein called “Lessee”, that certain real property, herein called “the Premises,” in the County of San Luis Obispo, State of California, commonly known as 2138 SPRING STREET, SUITE A PASO ROBLES, California. The Premises are a part of the property described in Exhibit A, attached hereto, consisting of approximately 1446 square feet.

COMMERCIAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Non- Residential)
Commercial Property Purchase Agreement • May 15th, 2007 • Coast Bancorp/Ca • National commercial banks • California
CARPENTER & COMPANY LETTERHEAD]
Coast Bancorp/Ca • May 29th, 2002 • Blank checks

Carpenter & Company ("Carpenter") is pleased to submit this agreement to provide a Fairness Opinion ("Opinion") to Coast National Bank (the "Bank") in connection with your proposed $3,000,000 secondary offering of common stock (the "Offering").

PLAN OF REORGANIZATION AND AGREEMENT OF MERGER
Reorganization and Agreement of Merger • March 29th, 2002 • Coast Bancorp/Ca • Blank checks

THIS PLAN OF REORGANIZATION AND AGREEMENT OF MERGER ("Agreement") is made and entered into as of the 1st day of March, 2001, among Coast National Bank ("Bank"), Coast Bancorp ("Holding Company") and Coast Interim National Bank ("Subsidiary").

EXHIBIT 2
Plan of Reorganization and Agreement of Merger • June 1st, 2001 • Coast Bancorp/Ca
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