0001552781-21-000028 Sample Contracts

FORM OF SUBORDINATED NOTE PURCHASE AGREEMENT FOR 6.0% FIXED-TO- FLOATING RATE SUBORDINATED NOTE DUE 2027
Subordinated Note Purchase Agreement • February 12th, 2021 • Five Star Bancorp • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 28, 2017 and is made by and among Five Star Bancorp, a California corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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Form of Subscription Agreement for August 2019 Offering between Five Star Bancorp and certain holders party thereto
Five Star Bancorp • February 12th, 2021 • State commercial banks • California
Form of Stockholders Agreement Between Five Star Bancorp and Certain Holders Party Thereto
Stockholders Agreement • February 12th, 2021 • Five Star Bancorp • State commercial banks • California

This Stockholders Agreement (“Agreement”) is dated effective as of [_____], by and among Five Star Bancorp, a California corporation (the “Company”) and those stockholders of the Company listed on Exhibit A to this Agreement (the “Stockholders”).

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT (By and Between Five Star Bank and Krista Snelling)
Executive Supplemental Compensation Agreement • February 12th, 2021 • Five Star Bancorp • State commercial banks • California

THIS Executive Supplemental Compensation Agreement (hereafter “Agreement”) is made and entered into effective as of October 1st, 2020 by and between FIVE STAR BANK (hereinafter the “Bank” or “Employer”), a bank organized and existing under the laws of the state of California, and KRISTA SNELLING, an individual residing in the State of California (hereinafter “the Executive” or “Executive”).

FORM OF STOCKHOLDERS AGREEMENT BETWEEN FIVE STAR BANCORP AND NAMED EXECUTIVE OFFICERS
Form of Stockholders Agreement • February 12th, 2021 • Five Star Bancorp • State commercial banks • California

This Stockholders Agreement (“Agreement”) is dated as of [_____], by and among Five Star Bancorp, a California corporation (the “Company”) and [_____] (the “Stockholder”).

SPLIT DOLLAR AGREEMENT By and Between FIVE STAR BANK and KRISTA SNELLING
Split Dollar Agreement • February 12th, 2021 • Five Star Bancorp • State commercial banks • California

The respective rights and duties of FIVE STAR BANK (hereinafter the “Bank”) and KRISTA SNELLING (hereinafter the “Insured”) in the above-referenced Policy(ies) shall be pursuant to the terms set forth below:

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 12th, 2021 • Five Star Bancorp • State commercial banks • California

This Executive Employment Agreement (“Agreement”) is entered into in Sacramento, California as of this 2nd day of January 2019 (“Effective Date”) by and between Five Star Bank, a California commercial bank (“Bank”), and Krista Snelling (“Snelling”). Bank and Snelling are collectively referred to herein as “Parties.”

Form of Subordinated Note Purchase Agreement for 5.5% Fixed-to- Floating Rate Subordinated Note Due 2027
Subordinated Note Purchase Agreement • February 12th, 2021 • Five Star Bancorp • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 8, 2019 and is made by and among Five Star Bancorp, a California corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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