New Bank and Bank Holding Company Formation:
Financial Advisory and Consulting Agreement
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.
WHEREAS, the Client wishes to enter the banking business in the County of Los Angeles, utilizing (i) a bank
holding company (established through formation, capitalization, opening, and successful operation of a
prospective new entity) (the “BHC”) and (ii) a formation, capitalization, opening and successful operation of a
new FDIC-insured financial institution (the “Bank”) (the Client, the BHC and the Bank are collectively referred to
hereinafter as the “Client”); and
WHEREAS, the Client and Carpenter had previously entered into that certain New Bank Formation: Consulting
Agreement dated October 6, 2005 (the “Initial Agreement”); and
WHEREAS, the Client and Carpenter desire to terminate for all purposes the Initial Agreement; and
WHEREAS, the Client wishes to retain Carpenter and SCC to provide financial advisory and consulting services
in connection with these objectives, and Carpenter and SCC wish to be so retained.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and conditions contained
herein, the parties hereto agree as follows:
1) APPLICATION SERVICES
a) Carpenter shall assist the Client in evaluating alternative corporate structures and developing the strategy
for approval of the acquisition of the Bank by the BHC and filing an application with the Federal Reserve
System (the “FRS”) for registration of the BHC as a bank holding company.
b) Carpenter shall assist the Client in developing the strategy for approval of a new bank charter,
assembling its management team, and preparing and filing an application for (i) a national or state bank