10-K

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TABLE OF CONTENTS
Item 9B. Other Information

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
ý	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2009.
OR
o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                   to

Commission File Number 000-50923

WILSHIRE BANCORP, INC.
(Exact name of registrant as specified in its charter)

California State or other jurisdiction of incorporation or organization	20-0711133 I.R.S. Employer Identification Number
3200 Wilshire Blvd. Los Angeles, California Address of principal executive offices	90010 Zip Code

(213) 387-3200
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: Common Stock, no par value

Securities registered pursuant to Section 12(g) of the Act: None

        Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

        Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2009 was approximately $111 million (computed based on the closing sale price of the common stock at $5.75 per share as of such date). Shares of common stock held by each officer and director and each person owning more than ten percent of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of the affiliate status is not necessarily a conclusive determination for other purposes.

        The number of shares of Common Stock of the registrant outstanding as of February 26, 2010 was 29,415,657.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the registrant's Proxy Statement relating to the registrant's 2010 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K, where indicated.

TABLE OF CONTENTS

			Page
Cautionary Statement Regarding Forward-Looking Statements and Information			3
PART I			3
	Item 1.	Business	3
	Item 1A.	Risk Factors	29
	Item 1B.	Unresolved Staff Comments	40
	Item 2.	Properties	40
	Item 3.	Legal Proceedings	42
	Item 4.	Reserved	42
PART II			42
	Item 5.	Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	42
	Item 6.	Selected Financial Data	46
	Item 7.	Management's Discussion and Analysis of Financial Condition, and Results of Operations	48
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	93
	Item 8.	Financial Statements and Supplementary Data	95
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	95
	Item 9A.	Controls and Procedures	95
	Item 9B.	Other Information	98
PART III			98
	Item 10.	Directors and Executive Officers of the Registrant	98
	Item 11.	Executive Compensation	98
	Item 12.	Security Ownership of Certain Beneficial Owners, Management and Related Shareholder Matters	98
	Item 13.	Certain Relationships and Related Transactions	98
	Item 14.	Principal Accounting Fees and Services	98
PART IV			99
Item 15.		Exhibits, Financial Statement Schedules	99

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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS AND INFORMATION

        This Annual Report on Form 10-K, or the "Report," the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission ("SEC") and public announcements that we have previously made or may subsequently make include, incorporate by reference or may incorporate by reference certain statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. The forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Wilshire Bancorp, Inc. (together with its subsidiaries hereinafter referred to as "the Company," "we," "us," "our" or "Wilshire Bancorp," unless the context requires otherwise) expects or anticipates will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as "may," "should," "could," "predict," "potential," "believe," "will likely result," "expect," "will continue," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would" and "outlook," and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions, customer disintermediation and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, as well as the factors discussed elsewhere in this Report, including the discussion under the section entitled "Risk Factors."

        The risk factors referred to in this Report could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

PART I

Item 1.    Business

General

        Wilshire Bancorp, Inc. is a bank holding company offering a broad range of financial products and services primarily through our main subsidiary, Wilshire State Bank, a California state-chartered commercial bank, or the "Bank." Our corporate headquarters and primary banking facilities are located at 3200 Wilshire Boulevard, Los Angeles, California 90010. In addition, the Bank has 23 full-service branch offices in Southern California, Texas, New Jersey, and the greater New York City metropolitan area. We also have 5 loan production offices, or "LPOs", utilized primarily for the origination of loans

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under our Small Business Administration, or "SBA", lending program in Colorado, Georgia, Texas (2 offices), and Virginia.

        Wilshire State Bank is an insured bank up to the maximum limits authorized under the Federal Deposit Insurance Act, as amended, or the "FDIA." Like most state-chartered banks of our size in California, we are not a member of the Federal Reserve System, but we are a member of Federal Home Loan Bank of San Francisco, a congressionally chartered Federal Home Loan Bank. At December 31, 2009, we had approximately $3.4 billion in assets, $2.4 billion in total loans, and $2.8 billion in deposits.

        We operate a community bank focused on the general commercial banking business, with our primary market encompassing the multi-ethnic population of Southern California, Dallas-Fort Worth, New Jersey, and the New York metropolitan area. Our client base reflects the multi-ethnic composition of these communities.

        To address the needs of our multi-ethnic customers, we have many multilingual employees who are able to converse with our clientele in their native languages. We believe that the ability to speak the native language of our customers assists us in tailoring products and services for our customers' needs.

Available Information

        We maintain an Internet website at www.wilshirebank.com. We post our filings with the SEC on the Investor Relations component of our website, which are available free of charge, including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy and information statements, and any amendments to those reports or statements as soon as reasonably practicable after such reports are filed or furnished under the Securities Exchange Act of 1934, as amended, or Exchange Act. In addition to our SEC filings, our Code of Professional Conduct, and our Personal and Business Code of Conduct can be found on the Investor Relations page of our website. In addition, we post separately on our website all filings made by persons pursuant to Section 16 of the Exchange Act. You may also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0220. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Recent Transactions

        On June 26, 2009, we acquired the banking operations of Mirae Bank from the Federal Deposit Insurance Corporation, or "FDIC". Mirae Bank previously operated five commercial banking branches, all located within Southern California, and these branches were integrated into our existing branch network following the acquisition. Through the acquisition, we acquired approximately $395.6 million of assets and assumed $374.0 million of liabilities. We also entered into loss sharing agreements with the FDIC in connection with the Mirae Bank acquisition. Under the loss sharing agreements, the FDIC will share in the losses on assets covered under the agreements, which generally include loans acquired from Mirae Bank and foreclosed loan collateral existing at June 26, 2009. With respect to losses of up to $83.0 million on the covered assets, the FDIC has agreed to reimburse us for 80 percent of the losses. On losses exceeding $83.0 million, the FDIC has agreed to reimburse us for 95 percent of the losses. The loss sharing agreements are subject to our compliance with servicing procedures and satisfying certain other conditions specified in the agreements with the FDIC. The term for the FDIC's loss sharing on single family loans is ten years, and the term for loss sharing on non-single family loans is five years for losses and eight years for loss recoveries.

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        The Mirae Bank acquisition was accounted for under the purchase method of accounting in accordance with ASC 805-10 (formerly SFAS No. 141R). The Company recorded a bargain purchase gain totaling $21.7 million resulting from the acquisition, which is a component of noninterest income on our statement of income. No cash consideration was paid to purchase Mirae Bank. The estimated fair value of the assets purchased and liabilities assumed are presented in the following table:

Statement of Net Assets Acquired
(Dollars in Thousands)

				At June 26, 2009
Assets
	Cash and cash equivalents			$	5,724
	Securities				55,371
	Loans				285,685
	Core deposit intangible				1,330
	FDIC loss-sharing receivable				40,235
	Other assets				7,301
		Total assets			395,646
Liabilities
	Deposits				293,375
	FHLB borrowings				75,500
	Other liabilities				5,092
		Total liabilities			373,967
			Net assets acquired	$	21,679
Mirae Bank's net assets acquired before fair valuation adjustments				$	36,928
Adjustments to reflect assets acquired and liabilities assumed at fair value:
	Loans, net				(54,964	)
	Securities				(1,829	)
	FDIC loss share indemnification				40,235
	Core deposit intangible				1,330
	Deposits				(375	)
	Servicing rights				354
	Bargain purchase gain			$	21,679

Expansion

        As part of our efforts to achieve stable and long-term profitability and respond to a changing economic environment in Southern California, we constantly evaluate a variety of options to augment our traditional focus by broadening the services and products we provide. Possible avenues of growth include more branch locations, expanded days and hours of operation, and new types of lending and deposit products. To date, we have not expanded into areas of brokerage or similar investment products and services but rather, we have concentrated primarily on the core businesses of accepting deposits, making loans, and extending credit.

        We expanded into the states of New York and New Jersey (the "New York/New Jersey market") starting in 2006. In 2010, we expect the New York/New Jersey market to continue to be a critical market for our expansion strategy. We believe the New York/New Jersey Korean-American niche is underserved relative to Los Angeles. According to United States Census data, approximately 17% of all

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Korean-Americans reside in New York or New Jersey and these markets have the second and third most Korean-American firms in the U.S., respectively. We believe our East Coast expansion was successful in 2008 and 2009. The two New York branches both exceeded our expectations in terms of loan and deposit growth, more than doubling since their acquisition. In 2009, total loans and deposits in our New York/New Jersey market increased by $25.4 million and $151.8 million, an increase of 20.2% and 107.0%, respectively. To build on our success, we opened our third New York branch in Flushing during 2009.

        Our expansion plans for 2010 are influenced by the changing conditions in the U.S. economy. The rapid deterioration of our economy was triggered by the slowdown of the housing market and emergence of subprime and credit crisis in mid-2007. The failures of banks, mortgage lenders, insurance companies, and major financial institutions in 2008 further added pressure to the economy and started a trend of global recession. This "financial crisis" primarily reflects the significant and broad-based illiquidity in the residential real estate and credit markets. The domino effect of the U.S. financial crisis has now become a global problem, as many institutions worldwide are financially interlinked. Although there have been recent signs of economic improvement, many analysts predict the current financial crisis will extend into 2010 as well.

        In 2010, we plan to closely monitor and review the loan production levels of our branches and LPOs. We will act with prudence in our lending practice and closely follow our underwriting policies and procedures in extending credit. Consistent with our focus of quality lending, we expect the level of lending activities to decrease relative to prior years, but we expect our loan portfolio quality to improve. We expect to closely evaluate the need for the continued existence of our LPOs.

Business Segments

        We operate in three primary business segments: Banking Operations, Trade Finance Services, and Small Business Administration Lending Services. We determine operating results of each segment based on an internal management system that allocates certain expenses to each segment. These segments are described in additional detail below:

•

Banking Operations:  Raises funds from deposits and borrowings for loans and investments and provides lending products including commercial, consumer, and real estate loans to customers.

•

Small Business Administration Lending Services:  Provides loans through the SBA guaranteed lending program.

•

Trade Finance Services:  Assists our import/export customers with international transactions. Trade finance products include the issuance and collection of letters of credit, international collection, and import/export financing.

        The Company is currently in the process of reassessing our business segment disclosures. More detailed information about the financial performance of these business segments can be found in Note 20 of the financial statements included in this Report beginning on page F-1.

Lending Activities

General

        Our loan policies set forth the basic guidelines and procedures by which we conduct our lending operations. These policies address the types of loans available, underwriting and collateral requirements, loan terms, interest rate and yield considerations, compliance with laws and regulations, and our internal lending limits. Our Bank Board of Directors reviews and approves our loan policies on an annual basis. We supplement our own supervision of the loan underwriting and approval process with periodic loan audits by experienced external loan specialists who review credit quality, loan

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documentation, and compliance with laws and regulations. We engage in a full complement of lending activities, including:

•

commercial real estate and home mortgage lending,

•

commercial business lending and trade finance,

•

SBA lending, and

•

consumer loans, and

•

construction lending

Loan Procedures

        Loan applications may be approved by the Director Loan Committee of our Bank Board of Directors, by our management, or lending officers to the extent of their lending authority. Our Bank Board of Directors authorizes our lending limits. The President, Chief Lending Officer, and Chief Credit Officer of the Bank are responsible for evaluating the lending authority limits for individual credit officers and recommending lending limits for all other officers to the Bank Board of Directors for approval.

        We grant individual lending authority to the President, Chief Credit Officer, and selected department managers of the Bank. Loans for which direct and indirect borrower liability exceeds an individual's lending authority are referred to the Senior Loan Committee of the Bank (a four-member committee comprised of the President, Chief Lending Officer, Chief Credit Officer, and Senior Loan Officer) or our Bank Director Loan Committee.

        At December 31, 2009, our authorized legal lending limit was $61.7 million for unsecured loans, plus an additional $41.1 million for specifically secured loans. Legal lending limits are calculated in conformance with California law, which prohibits a bank from lending to any one individual or entity or its related interests in an aggregate amount which exceeds 15% of shareholders' equity, plus the allowance for loan losses, and capital notes and debentures, on an unsecured basis, plus an additional 10% on a secured basis. The Bank's shareholders' equity plus allowance for loan losses, and capital notes and debentures at December 31, 2009 totaled $411.2 million.

        We seek to mitigate the risks inherent in our loan portfolio by adhering to our underwriting policies. The review of each loan application includes analysis of the applicant's prior credit history, income level, cash flow and financial condition, analysis of tax returns, cash flow projections, the value of any collateral used to secure the loan, and also based upon reports of independent appraisers and audits of accounts receivable or inventory pledged as security. In the case of real estate loans over a specified amount, the review of the collateral value includes an appraisal report prepared by an independent Bank-approved appraiser. From time to time, we purchase participation interests in loans made by other financial institutions. These loans are generally subject to the same underwriting criteria and approval process as loans made directly by us.

Real Estate Loans and Home Mortgages

        We offer commercial real estate loans to finance the acquisition of, or to refinance the existing mortgages on commercial properties, which include retail shopping centers, office buildings, industrial buildings, warehouses, hotels, automotive industry facilities, and apartment buildings. Our commercial real estate loans are typically collateralized by first or junior deeds of trust on specific commercial properties, and, when possible, subject to corporate or individual guarantees from financially capable parties. The properties collateralizing real estate loans are principally located in the markets where our retail branches are located. These locations include Southern California, Texas, New Jersey, and the greater New York City metropolitan area. However, we also provide commercial real estate loans

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through our LPOs. Real estate loans typically bear an interest rate that floats with our base rate, the prime rate, or another established index. We also offer fixed rate commercial mortgage loans with maturities that do not exceed 5 to 7 years. At December 31, 2009, real estate loans constituted approximately 83.49% of our loan portfolio.

        Commercial real estate loans typically have 7-year maturities with up to 25-year amortization of principal and interest and loan-to-value ratios of 60-70% of the appraised value or purchase price, whichever is lower. We usually impose a prepayment penalty during the period within three to five years of the date of the loan.

        Construction loans are provided to build new structures, or to substantially improve the existing structure of commercial, residential, and income-producing properties. These loans generally have one to two year terms, with an option to extend the loan for additional periods to complete construction and to accommodate the lease-up period. We usually require a 20-30% equity capital investment by the developer and loan-to-value ratios of not more than 60-70% of the anticipated completion value. We also offer mini-perm loans as take-out financing with our construction loans. Mini-perm loans are generally made with an amortization schedule ranging from 15 to 25 years with a lump sum balloon payment due in one to seven years.

        Our total home mortgage loan portfolio outstanding at the end of 2009 and 2008 was $41.3 million and $42.4 million, respectively. Residential mortgage loans with unconventional terms such as interest only mortgages or option adjustable rate mortgages stood at $1.9 million and 1.2 million, respectively, at December 31, 2009. These amounts include loans held temporarily for sale or refinancing. At December 31, 2008, these same loan categories were $2.1 million and $1.2 million, respectively.

        We consider subprime mortgages to be loans secured by real property made to a borrower (or borrowers) with a diminished or impaired credit rating or with a limited credit history. We are focused on producing loans with only prime rated borrowers. As of result, our portfolio currently has no subprime exposure.

        Our real estate portfolio is subject to certain risks, including:

•

a continued decline in the economies of our primary markets,

•

interest rate increases,

•

continued reduction in real estate values in our primary markets,

•

increased competition in pricing and loan structure, and

•

environmental risks, including natural disasters.

        We strive to reduce the exposure to such risks by (a) reviewing each new loan request and renewal individually, (b) using a dual signature approval system for the approval of each loan request for loans over a certain dollar amount, (c) adherence to written loan policies, including, among other factors, minimum collateral requirements, maximum loan-to-value ratio requirements, cash flow requirements, and personal guarantees, (d) independent appraisals, (e) external independent credit review, and (f) conducting environmental reviews, where appropriate. We review each loan request on the basis of our ability to recover both principal and interest in view of the inherent risks.

Commercial Business Lending

        We offer commercial business loans to sole proprietorships, partnerships, and corporations. These loans include business lines of credit and business term loans to finance operations, to provide working capital, or for specific purposes, such as to finance the purchase of assets, equipment, or inventory. Since a borrower's cash flow from operations is generally the primary source of repayment, our policies provide specific guidelines regarding required debt coverage and other important financial ratios.

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        Lines of credit are extended to businesses or individuals based on the financial strength and integrity of the borrower. These lines of credit are secured primarily by business assets such as accounts receivable or inventory, and have a maturity of one year or less. Such lines of credit bear an interest rate that floats with our base rate, the prime rate, or another established index.

        Business term loans are typically made to finance the acquisition of fixed assets, refinance short-term debts, or to finance the purchase of businesses. Business term loans generally have terms from one to seven years. They may be collateralized by the assets being acquired or other available assets and bear interest rates, which either float with our base rate, prime rate, another established index, or is fixed for the term of the loan.

        We also provide other banking services tailored to the small business market. We have focused recently on diversifying our loan portfolio, which has led to an increase in commercial business loans to small and medium-sized businesses.

        Our portfolio of commercial loans is subject to certain risks, including:

•

continued decline in the economy in our primary markets,

•

interest rate increases, and

•

deterioration of a borrower's or guarantor's financial capabilities.

        We attempt to reduce the exposure to such risks by (a) reviewing each new loan request and renewal individually, (b) relying heavily on our committee approval system where inputs from experienced committee members with different types and levels of lending experience are fully utilized, (c) strict adherence to written loan policies, and (d) external independent credit review. In addition, loans based on short-term assets such as account receivables and inventories are monitored on a monthly or at a minimum, on a quarterly basis. In general, we receive and review financial statements of borrowing customers on an ongoing basis during the term of the relationship and respond to any deterioration noted.

Small Business Administration Lending Services

        Small Business Administration, or SBA, lending is an important part of our business. Our SBA lending business places an emphasis on minority-owned businesses. Our SBA market area includes the geographic areas encompassed by our full-service banking offices in Southern California, Texas, New Jersey, and the New York City metropolitan area, as well as the multi-ethnic population areas surrounding our LPOs in other states. We are an SBA Preferred Lender nationwide, which permits us to approve SBA guaranteed loans in all our lending areas without further approval from the SBA. As an SBA Preferred Lender, we provide quicker and more efficient service to our clientele, enabling them to obtain SBA loans in order to acquire new businesses, expand existing businesses, and acquire locations in which to do business, without having to go through the time-consuming SBA approval process that would be necessary if a prospective SBA borrower were to utilize a lender that is not an SBA Preferred Lender.

        We have made efforts to diversify our banking and financial services in order to reduce our substantial revenue reliance on SBA loans. Nonetheless, SBA loans continue to remain an important component of our business. The net revenue from our SBA department represented 8.9%, 10.9%, and 25.5% of our total net revenue for 2009, 2008 and 2007, respectively.

        Although our participation in the SBA program is subject to the legislative power of Congress and the continued maintenance of our approved status by the SBA, we have no reason to believe that this program (and our participation therein) will not continue, particularly in view of the historic longevity of the SBA program nationally.

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Consumer Loans

        Consumer loans include personal loans, auto loans, and other loans typically made by banks to individual borrowers. The majority of consumer loans are concentrated in automobile loans, which we no longer offer to new customers. Since the second half of 2008, we have not made any new auto loans to new customers. However, on occasion automobile loans are made to existing loan or deposit customers. Because consumer loans present a higher risk potential compared to our other loan products, especially given current economic conditions, we have reduced our efforts in consumer lending since 2007.

        Our consumer loan production has historically been comparatively small, and has always represented less than 5% of our total loan portfolio. As of December 31, 2009, our consumer loan portfolio represented 0.7% of the loan portfolio as compared to 1.2% and 1.9% as of December 31, 2008 and December 31, 2007, respectively.

        Our consumer loan portfolio is subject to certain risks, including:

•

general economic conditions of the markets we serve,

•

interest rate increases, and

•

consumer bankruptcy laws which allow consumers to discharge certain debts.

        We attempt to reduce the exposure to such risks through (a) the direct approval of all consumer loans by reviewing each loan request and renewal individually, (b) using a dual signature system of approval, (c) strict adherence to written credit policies, and (d) utilizing external independent credit review.

Trade Finance Services

        Our Trade Finance Department is an integral part of our business and assists our import/export customers with their international business needs. Trade Finance products include the issuance and negotiation of commercial and standby letters of credit, as well as handling of documentary collections. On the export side, we provide advising and negotiation of commercial letters of credit, and we transfer and issue back-to-back letters of credit.

        We also provide importers with trade finance lines of credit, which allow for issuance of commercial letters of credit and financing of documents received under such letters of credit, as well as documents received under documentary collections.

        Exporters are assisted through export lines of credit as well as through immediate financing of clean documents presented under export letters of credit. We work closely with the SBA through their Export Working Capital Program.

        Most of our revenue from the Trade Finance Department consists of fee income from providing facilities to support import/export customers and interest income from extensions of credit. Our Trade Finance Department's fee income was $1.2 million, $1.2 million, and $1.3 million in 2009, 2008, and 2007, respectively. In 2009, Trade Finance Department net revenue was - -$7.1 million compared to net revenue of $2.5 million and $1.0 million in 2008 and 2007, respectively.

Deposit Activities and Other Sources of Funds

        Our primary sources of funds are deposits and loan repayments. Scheduled loan repayments are a relatively stable source of funds, whereas deposit inflows and outflows and unscheduled loan prepayments (which are influenced significantly by general interest rate levels, interest rates available on other investments, competition, economic conditions, and other factors) are less stable. Customer

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deposits remain a primary source of funds, but these balances may be influenced by adverse market changes in the industry. Other borrowings may be used:

•

on a short-term basis to compensate for reductions in deposit inflows to less than projected levels, and

•

on a longer-term basis to support expanded lending activities and to match the maturity of repricing intervals of assets.

        We offer a variety of accounts for depositors which are designed to attract both short-term and long-term deposits. These accounts include certificates of deposit ("CDs"), regular savings accounts, money market accounts, checking and negotiable order of withdrawal ("NOW") accounts, installment savings accounts, and individual retirement accounts ("IRAs"). These accounts generally earn interest at rates established by management based on competitive market factors and management's desire to increase or decrease certain types or maturities of deposits. As needed, we augment these customer deposits with brokered deposits. The more significant deposit accounts offered by us and other sources of funds are described below:

Certificates of Deposit

        We offer several types of CDs with a maximum maturity of five years. The majority of our CDs have maturities of one to twelve months and typically pays simple interest credited monthly or at maturity.

Regular Savings Accounts

        We offer savings accounts that allow for unlimited deposits and withdrawals, provided that depositors maintain a $100 minimum balance. Interest is compounded daily and credited quarterly.

Money Market Accounts

        Money market accounts pay a variable interest rate that is tiered depending on the balance maintained in the account. Minimum opening balances vary. Interest is compounded daily and paid monthly.

Checking and NOW Account

        Checking and NOW accounts are generally noninterest and interest bearing accounts, respectively, and may include service fees based on activity and balances. NOW accounts pay interest, but require a higher minimum balance to avoid service charges.

Federal Home Loan Bank Borrowings

        To supplement our deposits as a source of funds for lending or investment, we borrow funds in the form of advances from the Federal Home Loan Bank of San Francisco. We may use Federal Home Loan Bank advances as part of our interest rate risk management, primarily to extend the duration of funding to match the longer term fixed rate loans held in the loan portfolio.

        As a member of the Federal Home Loan Bank "FHLB" system, we are required to invest in Federal Home Loan Bank stock based on a predetermined formula. Federal Home Loan Bank stock is a restricted investment security that can only be sold to other Federal Home Loan Bank members or redeemed by the Federal Home Loan Bank. As of December 31, 2009, we owned $20.9 million in FHLB stock. As of December 31, 2009, FHLB stopped dividend payments on their stock. We believe that the FHLB stock is currently not impaired, as the par value of the investment can be recovered upon sale of the stock.

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        Advances from the Federal Home Loan Bank are secured by the Federal Home Loan Bank stock we own and a blanket lien on our loan portfolio and may be also secured by other assets, mainly consisting of securities which are obligations of or guaranteed by the U.S. government. At December 31, 2009, our borrowing limit with the Federal Home Loan Bank was approximately $945.6 million, with $232.0 million in borrowings outstanding, and $713.6 million in capacity remaining.

Internet Banking

        We offer Internet banking, which allows our customers to access their deposit and loan accounts through the Internet. Customers are able to obtain transaction history and account information, transfer funds between accounts, make on-line bill payments, and open deposit accounts. We intend to improve and develop our Internet banking products and other delivery channels as the need arises and our resources permit.

Other Services

        We also offer ATMs located at selected branch offices, customer access to an ATM network, and armored carrier services.

Marketing

        Our marketing efforts rely principally upon local advertising and promotional activity and upon the personal contacts of our directors, officers, and shareholders to attract business and to acquaint potential customers with our products and personalized services. We emphasize a high degree of personalized client service in order to be able to satisfy each customer's banking needs. Our marketing approach emphasizes our strength as an independent, locally-managed state chartered bank in meeting the particular needs of consumers, professionals, and business customers in the community. Our management team continually evaluates all of our banking services with regard to their profitability and makes conclusions based on these evaluations on whether to continue or modify our business plan, where appropriate.

Competition

Regional Branch Competition

        We currently operate 23 branch offices, 17 in California, 2 in Texas, 1 in New Jersey, and 3 in the greater New York City metropolitan area. We consider our Bank to be a community bank focused on the general commercial banking business, with our primary market encompassing the multi-ethnic population of the Los Angeles County area. Our full-service branch offices are located primarily in areas where a majority of the businesses are owned by immigrants or minority groups. Our client base reflects the multi-ethnic composition of these communities. To further extend our market coverage and gain market share, we will look to focus more attention on the East Coast market through operational support, marketing, and possible the opening of more branches in the region.

        Our market has become increasingly competitive in recent years with respect to virtually all products and services that we offer. Although the general banking market is dominated by a relatively small number of major banks with numerous offices covering a wide geographic area, we compete in our niche market directly with smaller community banks which focus on Korean-American and other minority consumers and businesses.

        We continue to experience a high level of competition within the ethnic banking market. In the greater Los Angeles metropolitan area, our primary competitors include twelve locally-owned and operated Korean-American banks. These banks have branches located in many of the same neighborhoods in which we operate, provide similar types of products and services, and use the same

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Korean language publications and media for their marketing purposes. Unlike many other Korean-ethnic community banks, we also focus a significant portion of our marketing efforts on non-Korean customers.

        A less significant source of competition in our primary market includes branch offices of major national and international banks which maintain a limited bilingual staff for Korean-speaking or other language customers. Although these banks have not traditionally focused their marketing efforts on the minority customer base in our market, their competitive influence could increase should they choose to focus on this market in the future. Large commercial bank competitors have, among other advantages, the ability to finance wide-ranging and effective advertising campaigns and to allocate their investment resources to areas of highest yield and demand. Many of the major banks operating in our market area offer certain services that we do not offer directly (but some of which we offer through correspondent institutions). By virtue of their greater total capitalization, such banks likely also have substantially higher lending limits than we do. In order to compete effectively, we provide quality, personalized service and fast, local decision making which we feel distinguishes us from many of our major bank competitors. For customers whose loan demands exceed our internal lending limit, we attempt to arrange for such loans on a participation basis with our correspondent banks. Similarly, we assist customers requiring services that we do not currently offer in obtaining such services from our correspondent banks.

Regional Loan Production Office Competition

        We currently operate LPOs, in Aurora, Colorado (the Denver area); Atlanta, Georgia; Dallas, Texas; Houston, Texas; and Annandale, Virginia. In most of our LPO locations, we are competing with local lenders as well as Los Angeles-based Korean-American community lenders operating out-of-state LPOs. We anticipate more competition from Korean-American community lenders in most of our LPO locations in the future. In anticipation of a continued slowing of the U.S. economy and a further decrease in real estate market activity, we plan to maintain a balance of market coverage and operating costs. In 2010, we plan to grow our lending business cautiously with a focus on credit quality and safety.

Other Competitive Factors

        In addition to other banks, our competitors include savings institutions, credit unions, and numerous non-banking institutions, such as finance companies, leasing companies, insurance companies, brokerage firms, and investment banking firms. In recent years, increased competition has also developed from specialized finance and non-finance companies that offer money market and mutual funds, wholesale finance, credit card, and other consumer finance services, including on-line banking services and personal finance software. Strong competition for deposit and loan products affects the rates of those products as well as the terms on which they are offered to customers.

        The more general competitive trends in the industry include increased consolidation and competition. Strong competitors, other than financial institutions, have entered banking markets with focused products targeted at highly profitable customer segments. Many of these competitors are able to compete across geographic boundaries and provide customers increasing access to meaningful alternatives to banking services in nearly all significant products areas. Mergers between financial institutions have placed additional pressure on banks within the industry to streamline their operations, reduce expenses, and increase revenues to remain competitive. Competition has also intensified due to the federal and state interstate banking laws, which permit banking organizations to expand geographically.

        Technological innovations have also resulted in increased competition in the financial services industry. Such innovations have, for example, made it possible for non-depository institutions to offer

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customers automated transfer payment services that were previously considered traditional banking products. In addition, many customers now expect a choice of several delivery systems and channels, including telephone, PDA or cellular phones, mail, home computer, ATMs, self-service branches, and/or in store branches. To some extent, such competition has had limited effect on us to date because many recent technological advancements do not yet have Korean or other language capabilities. However, as such technology becomes available, the competitive pressure to be at the forefront of such advancements will be significant.

        The market for the origination of SBA loans, one of our primary revenue sources, is highly competitive. We compete with other small, mid-size and major banks which originate these loans in the geographic areas in which our full service branches are located, as well as in the areas where we maintain SBA LPOs. In addition, because these loans are largely broker-driven, we compete to a large extent with banks that originate SBA loans outside of our immediate geographic area. Furthermore, because these loans may be made out of LPOs specifically set up to make SBA loans rather than out of full service branches, the barriers to entry in this area, after approval of a bank as an SBA lender, are relatively low. In order to succeed in this highly competitive market, we actively market our SBA loans to minority-owned businesses. However, there can be no assurance that the resale market for SBA loans will grow, decline or maintain its current status.

Business Concentration

        No individual or single group of related accounts is considered material in relation to our total assets or deposits, or in relation to our overall business. However, approximately 83.4% of our loan portfolio at December 31, 2009 consisted of real estate-related loans, including construction loans, mini-perm loans, residential mortgage loans, and commercial loans secured by real estate. Moreover, our business activities are currently focused primarily in Southern California, with the majority of our business concentrated in Los Angeles and Orange County. Consequently, our results of operations and financial condition are dependent upon the general trends in the Southern California economies and, in particular, the commercial real estate markets. In addition, the concentration of our operations in Southern California exposes us to greater risk than other banking companies with a wider geographic base in the event of catastrophes, such as earthquakes, fires, and floods in this region.

Employees

        We had 400 full time equivalent employees (392 full-time employees and 13 part-time employees) as of December 31, 2009. None of our employees are currently represented by a union or covered by a collective bargaining agreement. Management believes that our employee relations are satisfactory.

Regulation and Supervision

        The following is a summary description of the relevant laws, rules, and regulations governing banks and bank holding companies. The descriptions of, and references to, the statutes and regulations below are brief summaries and do not purport to be complete. The descriptions are qualified in their entirety by reference to the specific statutes and regulations discussed.

        Generally, the supervision and regulation of bank holding companies and their subsidiaries are intended primarily for the protection of depositors, the deposit insurance funds of the FDIC and the banking system as a whole, and not for the protection of the bank holding company shareholders or creditors. The banking agencies have broad enforcement power over bank holding companies and banks, including the power to impose substantial fines and other penalties for violations of laws and regulations.

        Various legislation is from time to time introduced in Congress and California's legislature, including proposals to overhaul the bank regulatory system, expand the powers of depository

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institutions, and limit the investments that depository institutions may make with insured funds. Such legislation may change applicable statutes and the operating environment in substantial and unpredictable ways. We cannot determine the ultimate effect that future legislation or implementing regulations would have upon our financial condition or upon our results of operations or the results of operations of any of our subsidiaries.

Wilshire Bancorp

        Wilshire Bancorp is a bank holding company registered under the Bank Holding Company Act of 1956, or the Bank Holding Company Act, and is subject to supervision, regulation, and examination by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). The Bank Holding Company Act and other federal laws subject bank holding companies to particular restrictions on the types of activities in which they may engage, and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations.

Regulatory Restrictions on Dividends; Source of Strength

        We are regarded as a legal entity separate and distinct from our other subsidiaries. The principal source of our revenues will be dividends received from the Bank. Various federal and state statutory provisions limit the amount of dividends the Bank can pay to us without regulatory approval. It is the policy of the Federal Reserve Board that bank holding companies should pay cash dividends on common stock only out of income available over the past year and only if prospective earnings retention is consistent with the organization's expected future needs and financial condition. The policy provides that bank holding companies should not maintain a level of cash dividends that undermines the bank holding company's ability to serve as a source of strength to its banking subsidiaries.

        Under Federal Reserve Board policy, a bank holding company is expected to act as a source of financial strength to each of its banking subsidiaries and commit resources to their support. Such support may be required at times when, absent this Federal Reserve Board policy, a holding company may not be inclined to provide it. As discussed below, a bank holding company, in certain circumstances, could be required to guarantee the capital plan of an undercapitalized banking subsidiary.

        In the event of a bank holding company's bankruptcy under Chapter 11 of the U.S. Bankruptcy Code, the trustee will be deemed to have assumed, and is required to cure immediately, any deficit under any commitment by the debtor holding company to any of the federal banking agencies to maintain the capital of an insured depository institution, and any claim for breach of such obligation will generally have priority over most other unsecured claims.

        Pursuant to a Letter Agreement dated December 12, 2008 and a Securities Purchase Agreement—Standard Terms attached thereto (collectively, the "TARP Agreements"), we issued to the U.S. Treasury (i) 62,158 shares of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share (the "Series A Preferred Stock") and (ii) a warrant to purchase initially 949,460 shares of our common stock, for an aggregate purchase price of $62,158,000. This resulted from our voluntary participation in the Capital Purchase Program of the U.S. Treasury's Troubled Asset Relief Program, or "TARP." The TARP Agreements place limits on, among other things, our ability to pay dividends on our common stock during the time that shares of our Series A Preferred Stock are outstanding. For more information on restrictions related to the Series A Preferred Stock, see the section of this report entitled, "Regulation and Supervision—The TARP Capital Purchase Program."

        As a California corporation, Wilshire Bancorp is restricted under the California General Corporation Law ("CGCL") from paying dividends under certain conditions. The shareholders of Wilshire Bancorp will be entitled to receive dividends when and as declared by the Board of Directors,

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from funds legally available for the payment of dividends, as provided in the CGCL and, as mentioned above, consistent with Federal Reserve Board policy. The CGCL provides that a corporation may make a distribution to its shareholders if retained earnings immediately prior to the dividend payout, equals the amount of proposed distribution. In the event that sufficient retained earnings are not available for the proposed distribution, a corporation may, nevertheless, make a distribution, if it meets both the "quantitative solvency" and the "liquidity" tests. In general, the quantitative solvency test requires that the sum of the assets of the corporation equal at least 1¹/4 times its liabilities. The liquidity test generally requires that a corporation have current assets at least equal to current liabilities, or, if the average of the earnings of the corporation before taxes on income and before interest expenses for the two preceding fiscal years was less than the average of the interest expense of the corporation for such fiscal years, then current assets must equal to at least 1¹/4 times current liabilities. In certain circumstances, Wilshire Bancorp may be required to obtain prior approval from the Federal Reserve Board to make capital distributions to its shareholders.

Activities "Closely Related" to Banking

        The Bank Holding Company Act prohibits a bank holding company, with certain limited exceptions, from acquiring direct or indirect ownership or control of any voting shares of any company which is not a bank or from engaging in any activities other than those of banking, managing or controlling banks and certain other subsidiaries, or furnishing services to or performing services for its subsidiaries. One principal exception to these prohibitions allows the acquisition of interests in companies whose activities are found by the Federal Reserve Board, by order or regulation, to be so closely related to banking or managing or controlling banks, as to be a proper incident thereto. Some of the activities that have been determined by regulation to be closely related to banking are making or servicing loans, performing certain data processing services, acting as an investment or financial advisor to certain investment trusts and investment companies and providing securities brokerage services. Other activities approved by the Federal Reserve Board include consumer financial counseling, tax planning and tax preparation, futures and options advisory services, check guaranty services, collection agency and credit bureau services and personal property appraisals. In approving acquisitions by bank holding companies of companies engaged in banking-related activities, the Federal Reserve Board considers a number of factors, and weighs the expected benefits to the public (such as greater convenience and increased competition or gains in efficiency) against the risks of possible adverse effects (such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices). The Federal Reserve Board is also empowered to differentiate between activities commenced de novo and activities commenced through acquisition of a going concern.

Gramm-Leach-Bliley Act; Financial Holding Companies

        The Gramm-Leach-Bliley Financial Modernization Act, or GLBA, signed into law on November 12, 1999, revised and expanded the provisions of the Bank Holding Company Act by including a new section that permits a bank holding company to elect to become a financial holding company to engage in a full range of activities that are "financial in nature." The qualification requirements and the process for a bank holding company that elects to be treated as a financial holding company require that all of the subsidiary banks controlled by the bank holding company at the time of election to become a financial holding company must be and remain at all times "well-capitalized" and "well managed." We have not yet made an election to become a financial holding company, but we may do so at some time in the future.

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        GLBA specifically provides that the following activities have been determined to be "financial in nature":

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lending, trust and other banking activities;

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insurance activities;

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financial or economic advisory services;

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securitization of assets;

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securities underwriting and dealing;

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existing bank holding company domestic activities;

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existing bank holding company foreign activities; and

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merchant banking activities.

        In addition, GLBA specifically gives the Federal Reserve Board the authority, by regulation or order, to expand the list of "financial" or "incidental" activities, but requires consultation with the U.S. Treasury Department, and gives the Federal Reserve Board authority to allow a financial holding company to engage in any activity that is "complementary" to a financial activity and does not "pose a substantial risk to the safety and soundness of depository institutions or the financial system generally."

Privacy Policies

        Under GLBA, all financial institutions are required to adopt privacy policies, restrict the sharing of nonpublic customer data with nonaffiliated parties at the customer's request, and establish procedures and practices to protect customer data from unauthorized access. We have established policies and procedures to assure our compliance with all privacy provisions of GLBA.

Safe and Sound Banking Practices

        Bank holding companies are not permitted to engage in unsafe and unsound banking practices. The Federal Reserve Board's Regulation Y, for example, generally requires a holding company to give the Federal Reserve Board prior notice of any redemption or repurchase of its own equity securities, if the consideration to be paid, together with the consideration paid for any repurchases or redemptions in the preceding year, is equal to 10% or more of the company's consolidated net worth. The Federal Reserve Board may oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would violate any law or regulation. Depending upon the circumstances, the Federal Reserve Board could take the position that paying a dividend would constitute an unsafe or unsound banking practice.

        The Federal Reserve Board has broad authority to prohibit activities of bank holding companies and their nonbanking subsidiaries which represent unsafe and unsound banking practices or which constitute violations of laws or regulations, and can assess civil money penalties for certain activities conducted on a knowing and reckless basis, if those activities caused a substantial loss to a depository institution. The penalties can be as high as $1 million for each day the activity continues.

Annual Reporting; Examinations

        We are required to file annual reports with the Federal Reserve Board, and such additional information as the Federal Reserve Board may require pursuant to the Bank Holding Company Act. The Federal Reserve Board may examine a bank holding company or any of its subsidiaries, and charge the company for the cost of such examination. Furthermore, the Bank is subjected to compliance examinations by the FDIC and the California Department of Financial Institutions, or "DFI", and the

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Company is subject to U.S. Treasury's examination as part of our agreement with the U.S. Treasury for receiving the TARP investment.

Capital Adequacy Requirements

        The Federal Reserve Board has adopted a system using risk-based capital guidelines to evaluate the capital adequacy of certain large bank holding companies. Prior to March 30, 2006, these capital guidelines were applicable to all bank holding companies having $150 million or more in assets on a consolidated basis. However, effective March 30, 2006, the Federal Reserve Board amended the asset size threshold to $500 million for purposes of determining whether a bank holding company is subject to the capital adequacy guidelines. We currently have consolidated assets in excess of $500 million, and are therefore subject to the Federal Reserve Board's capital adequacy guidelines.

        Under the guidelines, specific categories of assets are assigned different risk weights, based generally on the perceived credit risk of the asset. These risk weights are multiplied by corresponding asset balances to determine a "risk-weighted" asset base. The guidelines require a minimum total risk-based capital ratio of 8.0% (of which at least 4.0% is required to consist of Tier 1 capital elements). Total capital is the sum of Tier 1 and Tier 2 capital. To be considered "well-capitalized," a bank holding company must maintain, on a consolidated basis, (i) a Tier 1 risk-based capital ratio of at least 6.0%, and (ii) a total risk-based capital ratio of 10.0% or greater. As of December 31, 2009, our Tier 1 risk-based capital ratio was 14.37% and our total risk-based capital ratio was 15.81%. Thus, we are considered "well-capitalized" for regulatory purposes.

        In addition to the risk-based capital guidelines, the Federal Reserve Board uses a leverage ratio as an additional tool to evaluate the capital adequacy of bank holding companies. The leverage ratio is a company's Tier 1 capital divided by its average total consolidated assets. Certain highly-rated bank holding companies may maintain a minimum leverage ratio of 3.0%, but other bank holding companies are required to maintain a leverage ratio of at least 4.0%. To be considered well-capitalized, a bank holding company must maintain a leverage ratio of at least 5%. As of December 31, 2009, our leverage ratio was 9.77%.

        The federal banking agencies' risk-based and leverage ratios are minimum supervisory ratios generally applicable to banking organizations that meet certain specified criteria. The federal bank regulatory agencies may set capital requirements for a particular banking organization that are higher than the minimum ratios when circumstances warrant. Federal Reserve Board guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions, substantially above the minimum supervisory levels, without significant reliance on intangible assets.

Imposition of Liability for Undercapitalized Subsidiaries

        Bank regulators are required to take "prompt corrective action" to resolve problems associated with insured depository institutions whose capital declines below certain levels. In the event an institution becomes "undercapitalized," it must submit a capital restoration plan. The capital restoration plan will not be accepted by the regulators unless each company having control of the undercapitalized institution guarantees the subsidiary's compliance with the capital restoration plan up to a certain specified amount. Any such guarantee from a depository institution's holding company is entitled to a priority of payment in bankruptcy.

        The aggregate liability of the holding company of an undercapitalized bank is limited to the lesser of 5% of the institution's assets at the time it became undercapitalized or the amount necessary to cause the institution to be "adequately capitalized." The bank regulators have greater power in situations where an institution becomes "significantly" or "critically" undercapitalized or fails to submit a capital restoration plan. For example, a bank holding company controlling such an institution can be

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required to obtain prior Federal Reserve Board approval of proposed dividends, or might be required to consent to a consolidation or to divest itself of the troubled institution or other affiliates.

Acquisitions by Bank Holding Companies

        The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve Board before it may acquire all or substantially all of the assets of any bank, or ownership or control of any voting shares of any bank, if after such acquisition it would own or control, directly or indirectly, more than 5% of the voting shares of such bank. In approving bank acquisitions by bank holding companies, the Federal Reserve Board is required to consider the financial and managerial resources and future prospects of the bank holding company and the bank concerned, the convenience and needs of the communities to be served, and various competitive factors. On June 26, 2009 with regulatory approval, Wilshire acquired former Mirae Bank from the FDIC by purchasing substantially all of Mirae Bank's assets and assuming substantially all of Mirae Bank's deposits and certain liabilities.

Control Acquisitions

        The Change in Bank Control Act prohibits a person or group of persons from acquiring "control" of a bank holding company unless the Federal Reserve Board has been notified and has not objected to the transaction. Under a rebuttable presumption established by the Federal Reserve Board, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act would, under the circumstances set forth in the presumption, constitute acquisition of control.

        In addition, any company is required to obtain the approval of the Federal Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the case of an acquirer that is a bank holding company) or more of the outstanding common stock of the a bank holding company, or otherwise obtaining control or a "controlling influence" over a bank holding company.

Cross-guarantees

        Under the Federal Deposit Insurance Act, or FDIA, a depository institution (which definition includes both banks and savings associations), the deposits of which are insured by the FDIC, can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution, or (ii) any assistance provided by the FDIC to any commonly controlled FDIC-insured depository institution "in danger of default." "Default" is defined generally as the appointment of a conservator or a receiver and "in danger of default" is defined generally as the existence of certain conditions indicating that default is likely to occur in the absence of regulatory assistance. In some circumstances (depending upon the amount of the loss or anticipated loss suffered by the FDIC), cross-guarantee liability may result in the ultimate failure or insolvency of one or more insured depository institutions in a holding company structure. Any obligation or liability owed by a subsidiary bank to its parent company is subordinated to the subsidiary bank's cross-guarantee liability with respect to commonly controlled insured depository institutions. The Bank is currently our only FDIC-insured depository institution subsidiary.

        Because we are a legal entity separate and distinct from the Bank, our right to participate in the distribution of assets of any subsidiary upon the subsidiary's liquidation or reorganization will be subject to the prior claims of the subsidiary's creditors. In the event of a liquidation or other dissolution of the Bank, the claims of depositors and other general or subordinated creditors of the Bank would be entitled to a priority of payment over the claims of holders of any obligation of the Bank to its shareholders, including any depository institution holding company (such as Wilshire Bancorp) or any shareholder or creditor of such holding company.

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FIRREA

        The Financial Institutions Reform, Recovery and Enforcement Act of 1989, or FIRREA, includes various provisions that affect or may affect the Bank. Among other matters, FIRREA generally permits bank holding companies to acquire healthy thrifts as well as failed or failing thrifts. FIRREA removed certain cross-marketing prohibitions previously applicable to thrift and bank subsidiaries of a common holding company. Furthermore, a multi-bank holding company may now be required to indemnify the federal deposit insurance fund against losses it incurs with respect to such company's affiliated banks, which in effect makes a bank holding company's equity investments in healthy bank subsidiaries available to the FDIC to assist such company's failing or failed bank subsidiaries.

        FIRREA also expanded and increased civil and criminal penalties available for use by the appropriate regulatory agency against certain "institution-affiliated parties" primarily including (i) management, employees and agents of a financial institution, as well as (ii) independent contractors, such as attorneys and accountants and others who participate in the conduct of the financial institution's affairs and who caused or are likely to cause more than minimum financial loss to or a significant adverse affect on the institution, who knowingly or recklessly violate a law or regulation, breach a fiduciary duty or engage in unsafe or unsound practices. Such practices can include the failure of an institution to timely file required reports or the submission of inaccurate reports. Furthermore, FIRREA authorizes the appropriate banking agency to issue cease and desist orders that may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnifications or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets or take other action as determined by the ordering agency to be appropriate.

USA PATRIOT Act

        On October 26, 2001, The Uniting and Strengthening America by Providing Appropriate Tools Is Required to Intercept and Obstruct Terrorism Act or USA PATRIOT Act, a comprehensive anti-terrorism legislation was enacted. Title III of the USA PATRIOT Act requires financial institutions to help prevent, detect and prosecute international money laundering and the financing of terrorism. The effectiveness of a financial institution in combating money laundering activities is a factor to be considered in any application submitted by the financial institution under the Bank Merger Act, which applies to the Bank, or the Bank Holding Company Act, which applies to Wilshire Bancorp. We, and our subsidiaries, including the Bank, have adopted systems and procedures to comply with the USA PATRIOT Act and regulations adopted by the Secretary of the Treasury.

The Sarbanes-Oxley Act of 2002

        On July 30, 2002, The Sarbanes-Oxley Act of 2002, or "Sarbanes-Oxley Act" was enacted. The Sarbanes-Oxley Act addresses accounting oversight and corporate governance matters relating to the operations of public companies. During 2003, the SEC issued a number of regulations under the directive of the Sarbanes-Oxley Act significantly increasing public company governance-related obligations and filing requirements, including:

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the establishment of an independent public oversight of public company accounting firms by a board that will set auditing, quality and ethical standards for and have investigative and disciplinary powers over such accounting firms,

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the enhanced regulation of the independence, responsibilities and conduct of accounting firms which provide auditing services to public companies,

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the increase of penalties for fraud related crimes,

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the enhanced disclosure, certification, and monitoring of financial statements, internal financial controls and the audit process, and

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the enhanced and accelerated reporting of corporate disclosures and internal governance.

        Furthermore, in November 2003, in response to the directives of the Sarbanes-Oxley Act, NASDAQ adopted substantially expanded corporate governance criteria for the issuers of securities quoted on the NASDAQ Global Select Market (the market on which our common stock is listed for trading). The new NASDAQ rules govern, among other things, the enhancement and regulation of corporate disclosure and internal governance of listed companies and of the authority, role and responsibilities of their boards of directors and, in particular, of "independent" members of such boards of directors, in the areas of nominations, corporate governance, compensation and the monitoring of the audit and internal financial control processes.

The TARP Capital Purchase Program

        On October 3, 2008, President Bush signed into law the Emergency Economic Stabilization Act of 2008 (the "EESA") enacted by the U.S. Congress, which appropriated $700 billion for the purpose of restoring liquidity and stability in the U.S. financial system. On October 14, 2008, the U.S. Treasury established the TARP Capital Purchase Program under the authority granted by the EESA. Under the Troubled Asset Relief Program's ("TARP"), Capital Purchase Program, the U.S. Treasury made $250 billion of capital available to U.S. financial institutions in the form of senior preferred stock investments. In connection with its purchase of preferred stock, the U.S. Treasury will receive a warrant entitling the U.S. Treasury to buy the participating institution's common stock with a market price equal to 15% of the preferred stock.

        As a result of EESA, there have been numerous actions by the Federal Reserve Board, the U.S. Congress, the U.S. Treasury, the FDIC, the SEC and others to further the economic and banking industry stabilization efforts under the EESA. It remains unclear at this time what further legislative and regulatory measures will be implemented under the EESA that affect us.

        Pursuant to the TARP Agreements dated December 12, 2008, we issued to the U.S. Treasury (i) 62,158 shares of the Series A Preferred Stock, and (ii) a warrant to purchase initially 949,460 shares of our common stock, for an aggregate purchase price of $62,158,000. Both the Series A Preferred Stock and the Warrant will be accounted for as components of Tier 1 capital.

        On February 17, 2009, President Obama signed into law the American Recovery and Reinvestment Act of 2009 (the "ARRA") enacted by the U.S. Congress. The ARRA, among other things, imposed certain new executive compensation and corporate expenditure limits on all current and future recipients of funds under the TARP Capital Purchase Program, including Wilshire, as long as any obligation arising from the financial assistance provided to the recipient under the TARP Capital Purchase Program remains outstanding, excluding any period during which the U.S. Treasury holds only warrants to purchase common stock of a TARP participation (the "Covered Period").

        The current terms of participation in the TARP Capital Purchase Program include the following:

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we were required to file with the SEC a registration statement under the Securities Act of 1933 (the "Securities Act") registering for resale the Series A Preferred Stock and the related warrant;

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as long as shares of the Series A Preferred Stock remain outstanding, unless all accrued and unpaid dividends for all past dividend periods on the Series A Preferred Stock are fully paid, we will not be permitted to declare or pay dividends on any shares of our common stock, any junior preferred shares or, generally, any preferred shares ranking pari passu with the Series A Preferred Stock (other than in the case of pari passu preferred shares, dividends on a pro rata

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basis with the Series A Preferred Stock), nor will we be permitted to repurchase or redeem any of our common stock or preferred stock other than the Series A Preferred Stock;

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until the Series A Preferred Stock has been transferred or redeemed in whole, until December 12, 2011, the U.S. Treasury's approval is required for any increase in dividends on our common stock or any share repurchases other than repurchases of the Series A Preferred Stock, repurchases of junior preferred shares, or repurchases of common stock in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice;

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we must comply with the U. S. Treasury's standards for executive compensation and corporate governance while the U. S. Treasury holds the securities issued by us. Such standards apply to our Senior Executive Officers (as defined in the ARRA) as well as other employees. The current standards include the following:

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incentive compensation for Senior Executive Officers must not encourage unnecessary and excessive risks that threaten the value of the financial institution;

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any bonus or incentive compensation paid (or under a legally binding obligation to pay) to a Senior Executive Officer or any of our next 20 most highly-compensated employees based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate must be subject to recovery, or "clawback", by Wilshire;

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we are prohibited from paying or accruing any bonus, retention award or incentive compensation with respect to our five most highly-compensated employees or such higher number as the Secretary of the U.S. Treasury may determine is in the public interest, except for grants of restricted stock that do not fully vest during the Covered Period and do not have a value which exceeds one-third of an employee's total annual compensation;

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severance payments to a Senior Executive Officer and the five next most highly-compensated employees, generally referred to as "golden parachute" payments, are prohibited, except for payments for services performed or benefits accrued;

•

compensation plans that encourage manipulation of reported earnings are prohibited;

•

the U.S. Treasury may retroactively review bonuses, retention awards and other compensation previously paid to a Senior Executive Officer or any of our 20 next most highly-compensated employees that the U.S. Treasury finds to be inconsistent with the purposes of TARP or otherwise contrary to the public interest;

•

our Board of Directors must establish a company-wide policy regarding excessive or luxury expenditures;

•

proxy statements for our annual shareholder meetings must permit a nonbinding "say on pay" shareholder vote on the compensation of executives;

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executive compensation in excess of $500,000 for each Senior Executive Officer must not be deducted for federal income tax purposes; and

•

we must comply with the executive compensation reporting and recordkeeping requirements established by the U.S. Treasury.

        The ARRA permits TARP recipients, subject to consultation with the appropriate federal banking agency, to repay to the U.S. Treasury any financial assistance received under the TARP Capital Purchase Program without penalty, delay or the need to raise additional replacement capital. The U.S. Treasury is to promulgate regulations to implement the procedures under which a TARP participant

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may repay any assistance received. As of the date of this Report, the U.S. Treasury had not yet issued such regulations.

        Detailed information regarding the Series A Preferred Stock and the related warrant can be found in Notes 12 and 13 of the Notes to the Consolidated Financial Statements.

Wilshire State Bank

        Wilshire State Bank is subject to extensive regulation and examination by the California Department of Financial Institutions, or the DFI, and the FDIC, which insures its deposits to the maximum extent permitted by law, and is subject to certain Federal Reserve Board regulations of transactions with its affiliates. The federal and state laws and regulations which are applicable to the Bank regulate, among other things, the scope of its business, its investments, its reserves against deposits, the timing of the availability of deposited funds and the nature and amount of and collateral for certain loans. In addition to the impact of such regulations, commercial banks are affected significantly by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to influence the economy.

Transactions with Affiliates

        There are various statutory and regulatory limitations, including those set forth in sections 23A and 23B of the Federal Reserve Act and the related Federal Reserve Regulation W, governing the extent to which the Bank will be able to purchase assets from or securities of or otherwise finance or transfer funds to us or our nonbanking affiliates. Among other restrictions, such transactions between the Bank and any one affiliate (including the Company) generally will be limited to 10% of the Bank's capital and surplus, and transactions between the Bank and all affiliates will be limited to 20% of the Bank's capital and surplus. Furthermore, loans and extensions of credit are required to be secured in specified amounts and are required to be on terms and conditions consistent with safe and sound banking practices.

        In addition, any transaction by a bank with an affiliate and any sale of assets or provision of services to an affiliate generally must be on terms that are substantially the same, or at least as favorable, to the bank as those prevailing at the time for comparable transactions with nonaffiliated companies.

Loans to Insiders

        Sections 22(g) and (h) of the Federal Reserve Act and its implementing regulation, Regulation O, place restrictions on loans by a bank to executive officers, directors, and principal shareholders. Under Section 22(h), loans to a director, an executive officer and to a greater than 10% shareholder of a bank and certain of their related interests, or insiders, and insiders of affiliates, may not exceed, together with all other outstanding loans to such person and related interests, the bank's loans-to-one-borrower limit (generally equal to 15% of the institution's unimpaired capital and surplus). Section 22(h) also requires that loans to insiders and to insiders of affiliates be made on terms substantially the same as offered in comparable transactions to other persons, unless the loans are made pursuant to a benefit or compensation program that (i) is widely available to employees of the bank, and (ii) does not give preference to insiders over other employees of the bank. Section 22(h) also requires prior Board of Directors approval for certain loans, and the aggregate amount of extensions of credit by a bank to all insiders cannot exceed the institution's unimpaired capital and surplus. Furthermore, Section 22(g) places additional restrictions on loans to executive officers.

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Dividends

        The ability of the Bank to pay dividends on its common stock is restricted by the California Financial Code, the FDIA and FDIC regulations. In general terms, California law provides that the Bank may declare a cash dividend out of net profits up to the lesser of retained earnings or net income for the last three fiscal years (less any distributions made to shareholders during such period), or, with the prior written approval of the Commissioner of Department of Financial Institutions, in an amount not exceeding the greatest of:

•

retained earnings,

•

net income for the prior fiscal year, or

•

net income for the current fiscal year.

        The Bank's ability to pay any cash dividends will depend not only upon its earnings during a specified period, but also on its meeting certain capital requirements. The FDIA and FDIC regulations restrict the payment of dividends when a bank is undercapitalized, when a bank has failed to pay insurance assessments, or when there are safety and soundness concerns regarding a bank.

        The payment of dividends by the Bank may also be affected by other regulatory requirements and policies, such as maintenance of adequate capital. If, in the opinion of the regulatory authority, a depository institution under its jurisdiction is engaged in, or is about to engage in, an unsafe or unsound practice (that, depending on the financial condition of the depository institution, could include the payment of dividends), such authority may require, after notice and hearing, that such depository institution cease and desist from such practice. The Federal Reserve Board has issued a policy statement providing that insured banks and bank holding companies should generally pay dividends only out of operating earnings for the current and preceding two years. In addition, all insured depository institutions are subject to the capital-based limitations required by the Federal Deposit Insurance Corporation Improvement Act of 1991.

The FDIC Improvement Act

        The Federal Deposit Insurance Corporation Improvement Act of 1991, or FDICIA, made a number of reforms addressing the safety and soundness of the deposit insurance system, supervision of domestic and foreign depository institutions, and improvement of accounting standards. This statute also limited deposit insurance coverage, implemented changes in consumer protection laws and provided for least costly resolution and prompt regulatory action with regard to troubled institutions.

        FDICIA requires every bank with total assets in excess of $1 billion to have an annual independent audit made of the bank's financial statements by a certified public accountant to verify that the financial statements of the bank are presented in accordance with generally accepted accounting principles and comply with such other disclosure requirements as prescribed by the FDIC.

        FDICIA also divides banks into five different categories, depending on their level of capital. Under regulations adopted by the FDIC, a bank is deemed to be "well-capitalized" if it has a total Risk-Based Capital Ratio of 10.00% or more, a Tier 1 Capital Ratio of 6.00% or more and a Leverage Ratio of 5.00% or more, and the bank is not subject to an order or capital directive to meet and maintain a certain capital level. Under such regulations, a bank is deemed to be "adequately capitalized" if it has a total Risk-Based Capital Ratio of 8.00% or more, a Tier 1 Capital Ratio of 4.00% or more and a Leverage Ratio of 4.00% or more (unless it receives the highest composite rating at its most recent examination and is not experiencing or anticipating significant growth, in which instance it must maintain a Leverage Ratio of 3.00% or more). Under such regulations, a bank is deemed to be "undercapitalized" if it has a total Risk-Based Capital Ratio of less than 8.00%, a Tier 1 Capital Ratio of less than 4.00% or a Leverage Ratio of less than 4.00%. Under such regulations, a bank is deemed

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to be "significantly undercapitalized" if it has a total Risk-Based Capital Ratio of less than 6.00%, a Tier 1 Capital Ratio of less than 3.00% and a Leverage Ratio of less than 3.00%. Under such regulations, a bank is deemed to be "critically undercapitalized" if it has a Leverage Ratio of less than or equal to 2.00%. In addition, the FDIC has the ability to downgrade a bank's classification (but not to "critically undercapitalized") based on other considerations even if the bank meets the capital guidelines. According to these guidelines the Bank was classified as "well-capitalized" as of December 31, 2009.

        In addition, FDICIA also places certain restrictions on activities of banks depending on their level of capital. If a bank is classified as undercapitalized, the bank is required to submit a capital restoration plan to the federal banking regulators. Pursuant to FDICIA, an undercapitalized bank is prohibited from increasing its assets, engaging in a new line of business, acquiring any interest in any company or insured depository institution, or opening or acquiring a new branch office, except under certain circumstances, including the acceptance by the federal banking regulators of a capital restoration plan for the bank.

        Furthermore, if a bank is classified as undercapitalized, the federal banking regulators may take certain actions to correct the capital position of the bank; if a bank is classified as significantly undercapitalized or critically undercapitalized, the federal banking regulators would be required to take one or more prompt corrective actions. These actions would include, among other things, requiring: sales of new securities to bolster capital, improvements in management, limits on interest rates paid, prohibitions on transactions with affiliates, termination of certain risky activities and restrictions on compensation paid to executive officers. If a bank is classified as critically undercapitalized, FDICIA requires the bank to be placed into conservatorship or receivership within 90 days, unless the federal banking regulators determines that other action would better achieve the purposes of FDICIA regarding prompt corrective action with respect to undercapitalized banks.

        The capital classification of a bank affects the frequency of examinations of the bank and impacts the ability of the bank to engage in certain activities and affects the deposit insurance premiums paid by such bank. Under FDICIA, the federal banking regulators are required to conduct a full-scope, on-site examination of every bank at least once every 12 months. There is an exception to this rule, however, that provides that banks (i) with assets of less than $100 million, (ii) are categorized as "well-capitalized," (iii) were found to be well managed and its composite rating was outstanding, and (iv) have not been subject to a change in control during the last 12 months, need only be examined once every 18 months.

Brokered Deposits

        Under FDICIA, banks may be restricted in their ability to accept brokered deposits, depending on their capital classification. "Well-capitalized" banks are permitted to accept brokered deposits, but all banks that are not well-capitalized are not permitted to accept such deposits. The FDIC may, on a case-by-case basis, permit banks that are adequately capitalized to accept brokered deposits if the FDIC determines that acceptance of such deposits would not constitute an unsafe or unsound banking practice with respect to the bank. The Bank is currently well-capitalized and therefore is not subject to any limitations with respect to its brokered deposits.

Federal Limitations on Activities and Investments

        The equity investments and activities as a principal of FDIC-insured state-chartered banks, such as the Bank, are generally limited to those that are permissible for national banks. Under regulations dealing with equity investments, an insured state bank generally may not directly or indirectly acquire or retain any equity investment of a type, or in an amount, that is not permissible for a national bank.

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FDIC Deposit Insurance Assessments

        Banks must pay assessments to the FDIC for federal deposit insurance protection. The FDIC has adopted a risk-based assessment system as required by FDICIA. Under this system, FDIC-insured depository institutions pay insurance premiums at rates based on their risk classification. Institutions assigned to higher risk classifications (that is, institutions that pose a higher risk of loss to the deposit insurance fund) pay assessments at higher rates than institutions that pose a lower risk. An institution's risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to the regulators. In addition, the FDIC can impose special assessments in certain instances. The FDIC may terminate its insurance of deposits if it finds that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC. The Bank's deposit insurance assessments may increase or decrease depending on the risk assessment classification to which it are assigned by the FDIC. Any increase in insurance assessments could have an adverse effect on the Bank's earnings.

        In November 2008, the U.S. Treasury, in consultation with the President and upon the recommendation of the Boards of the FDIC and the Federal Reserve Board, invoked the systemic risk exception of the FDIC Improvement Act of 1991. This action provided the FDIC with flexibility to provide a 100 percent guarantee for newly-issued senior unsecured debt and noninterest bearing transaction at FDIC insured institutions, which is generally regarded as the Temporary Liquidity Guarantee Program ("TLGP"). Under the TLGP, all newly issued senior unsecured debt issued by eligible entities on or before June 30, 2009 are 100 percent guaranteed for three years beyond that date, even if the liability has not matured. In October 2009, the TLGP was extended for another six months to April 30, 2010. The Company did not issue any debt under the TLGP.

        Funds in noninterest-bearing transaction deposit accounts held by FDIC-insured banks are 100 percent insured. All other FDIC-insured depository accounts are insured up to $250,000 per owner until December 31, 2013 (also extended from December 31, 2009). On January 1, 2014, the standard coverage limit will return to $100,000 for all deposit categories except IRAs and Certain Retirement Accounts, which will continue to be insured up to $250,000 per depositor. Fees for coverage were waived for the first 30 days. After the first 30 days, an additional coverage fee is imposed for the added coverage under TLGP (see analysis about the FDIC premiums in "Noninterest Expenses" section of Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations).

Community Reinvestment Act

        Under the Community Reinvestment Act, or CRA, as implemented by the Congress in 1977, a financial institution has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with CRA. CRA requires federal examiners, in connection with the examination of a financial institution, to assess the institution's record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution. CRA also requires all institutions to make public disclosure of their CRA ratings. The Bank has a Compliance Committee, which oversees the planning of products and services offered to the community, especially those aimed to serve low and moderate income communities. The FDIC rated the Bank as "outstanding" in meeting community credit needs under CRA at its most recent examination for CRA performance.

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Consumer Laws and Regulations

        In addition to the laws and regulations discussed herein, the Bank is also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. While the list set forth herein is not exhaustive, these laws and regulations include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement and Procedures Act, the Fair Credit Reporting Act and the Federal Trade Commission Act, among others. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits or making loans to such customers. The Bank must comply with the applicable provisions of these consumer protection laws and regulations as part of its ongoing customer relations.

Permissible Activities and Subsidiaries

        California law permits state chartered commercial banks to engage in any activity permissible for national banks. Therefore, the Bank may form subsidiaries to engage in the many so-called "closely related to banking" or "non-banking" activities commonly conducted by national banks in operating subsidiaries, and further, pursuant to GLBA, the Bank may conduct certain "financial activities in a subsidiary to the same extent as may a national bank, provided the Bank is and remains "well-capitalized," "well-managed" and in satisfactory compliance with CRA. Presently, the Bank does not have any financial subsidiaries.

        In September 2007, the U.S. Securities and Exchange Commission, or SEC, and the Federal Reserve Board finalized joint rules required by the Financial Services Regulatory Relief Act of 2006 to implement exceptions provided in the GLBA for securities activities that banks may conduct without registering with the SEC as a securities broker or moving such activities to a broker-dealer affiliate. The Federal Reserve Board's final Regulation R provides exceptions for networking arrangements with third party broker-dealers and authorities, including sweep accounts to money market funds, and with related trust, fiduciary, custodial and safekeeping needs. The final rules, which were effective starting in 2009, are not expected to have a material effect on the Bank as it does not have any securities activities.

Interstate Branching

        Under current law, California state banks are permitted to establish branch offices throughout California with prior regulatory approval. In addition, with prior regulatory approval, banks are permitted to acquire branches of existing banks located in California. Finally, California state banks generally may branch across state lines by merging with banks in other states if allowed by the applicable states' laws. With limited exceptions, California law currently permits branching across state lines through interstate mergers resulting in the acquisition of a whole California bank that has been in existence for at least five years. Under the Federal Deposit Insurance Act, states may "opt-in" and allow out-of-state banks to branch into their state by establishing a new start-up branch in the state. California law currently prohibits de novo branching into the state of California. The Bank currently has branches located in the States of California, Texas, New Jersey and New York.

Federal Home Loan Bank System

        The Federal Home Loan Bank system, or the "FHLB", of which the Bank is a member, consists of 12 regional FHLBs governed and regulated by the Federal Housing Finance Board, or the FHFB. The FHLBs serve as reserve or credit facilities for member institutions within their assigned regions. They are funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB

27

system. They make loans (i.e., advances) to members in accordance with policies and procedures established by the FHLB and the boards of directors of each regional FHLB.

        As a system member, the Bank is entitled to borrow from the FHLB of San Francisco, or FHLB-SF, and is required to own capital stock in the FHLB-SF in an amount equal to the greater of 1% of the membership asset value, not exceeding $25 million, or 4.7% of outstanding FHLB-SF advance borrowings. The Bank is in compliance with the stock ownership rules described above with respect to such advances, commitments and letters of credit and home mortgage loans and similar obligations. All loans, advances and other extensions of credit made by the FHLB-SF to the Bank are secured by a portion of the Bank's mortgage loan portfolio, certain other investments and the capital stock of the FHLB-SF held by the Bank.

Mortgage Banking Operations

        The Bank is subject to the rules and regulations of FNMA with respect to originating, processing, selling and servicing mortgage loans and the issuance and sale of mortgage-backed securities. Those rules and regulations, among other things, prohibit discrimination and establish underwriting guidelines which include provisions for inspections and appraisals, require credit reports on prospective borrowers and fix maximum loan amounts. Mortgage origination activities are subject to, among others, the Equal Credit Opportunity Act, Federal Truth-in-Lending Act and the Real Estate Settlement Procedures Act, and the regulations promulgated thereunder which, among other things, prohibit discrimination and require the disclosure of certain basic information to mortgagors concerning credit terms and settlement costs. The Bank is also subject to regulation by the California Department of Financial Institutions, with respect to, among other things, the establishment of maximum origination fees on certain types of mortgage loan products.

Future Legislation and Economic Policy

        We cannot predict what other legislation or economic and monetary policies of the various regulatory authorities might be enacted or adopted or what other regulations might be adopted or the effects thereof. Future legislation and policies and the effects thereof might have a significant influence on overall growth and distribution of loans, investments and deposits and affect interest rates charged on loans or paid from time and savings deposits. Such legislation and policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue.

Capital Requirements

        Holding Company and Bank. Holding At December 31, 2009, the Company's and the Bank's capital ratios exceed the minimum percentage requirements for "well capitalized" institutions. See Note 17 and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Capital Adequacy Requirements" for further information regarding the regulatory capital guidelines as well as the Company's and the Bank's actual capitalization as of December 31, 2009.

        The federal banking agencies have adopted risk-based minimum capital guidelines for bank holding companies and banks which are intended to provide a measure of capital that reflects the degree of risk associated with a banking organization's operations for both transactions reported on the balance sheet as assets and transactions which are recorded as off-balance sheet items. The risk-based capital ratio is determined by classifying assets and certain off-balance sheet financial instruments into weighted categories, with higher levels of capital being required for those categories perceived as representing greater risk. Under the capital guidelines, a banking organization's total capital is divided into three tiers. The first, "Tier I capital" includes common equity and trust-preferred securities subject to certain criteria and quantitative limits. The second, "Tier II capital" includes hybrid capital

28

instruments, other qualifying debt instruments, a limited amount of the allowance for loan and lease losses, and a limited amount of unrealized holding gains on equity securities. Lastly, "Tier III capital" consists of qualifying unsecured debt. The sum of Tier II and Tier III capital may not exceed the amount of Tier I capital. The risk-based capital guidelines require a minimum ratio of qualifying total capital to risk-weighted assets of 8.00% and a minimum ratio of Tier I capital to risk-weighted assets of 4.00%.

        An institution's risk-based capital, leverage capital, and tangible capital ratios together determine the institution's capital classification. An institution is treated as well capitalized if its total capital to risk-weighted assets ratio is 10.00% or more; its core capital to risk-weighted assets ratio is 6.00% or more; and its core capital to adjusted average assets ratio is 5.00% or more. In addition to the risk-based guidelines, the federal bank regulatory agencies require banking organizations to maintain a minimum amount of Tier I capital to total assets, referred to as the leverage ratio. For a banking organization rated "well-capitalized," the minimum leverage ratio of Tier I capital to total assets must be 3.00%.

        The current risk-based capital guidelines are based upon the 1988 capital accord of the International Basel Committee on Banking Supervision. A new international accord, referred to as Basel II, which emphasizes internal assessment of credit, market and operational risk; supervisory assessment and market discipline in determining minimum capital requirements, currently becomes mandatory for large international banks outside the U.S. in 2008, is optional for others, and must be complied with in a "parallel run" for two years along with the existing Basel I standards. In July 2009, the expanded Basel Committee issued a final measure to enhance the three elements of the Basel II framework, strengthening the rules governing trading book capital issued in 1996. The measure includes enhancements to the Basel II structure and revises the market-risk framework and guidelines for calculating capital figures. The U.S. banking agencies have indicated, however, that they will retain the minimum leverage requirement for all U.S. banks.

        The Federal Deposit Insurance Act ("FDIA") gives the federal banking agencies the additional broad authority to take "prompt corrective action" to resolve the problems of insured depository institutions that fall within any undercapitalized category, including requiring the submission of an acceptable capital restoration plan. The federal banking agencies have also adopted non-capital safety and soundness standards to assist examiners in identifying and addressing potential safety and soundness concerns before capital becomes impaired. The guidelines set forth operational and managerial standards relating to: (i) internal controls, information systems and internal audit systems, (ii) loan documentation, (iii) credit underwriting, (iv) asset quality and growth, (v) earnings, (vi) risk management, and (vii) compensation and benefits.

Item 1A.    Risk Factors

        The risks described below could materially and adversely affect our business, financial conditions and results of operations. You should carefully consider the following risk factors and all other information contained in this Report. Additional risks and uncertainties are discussed elsewhere in this Report. In addition, the trading price of our common stock could decline due to any of the events described in these risks.

If a significant number of clients fail to perform under their loans, our business, profitability, and financial condition would be adversely affected.

        As a lender, one of the largest risks we face is the possibility that a significant number of our client borrowers will fail to pay their loans when due. If borrower defaults cause losses in excess of our allowance for loan losses, it could have an adverse effect on our business, profitability, and financial condition. We have established an evaluation process designed to determine the adequacy of the

29

allowance for loan losses. Although this evaluation process uses historical and other objective information, the classification of loans and the establishment of loan losses are dependent to a great extent on our experience and judgment. Although we believe that our allowance for loan losses is at a level adequate to absorb any inherent losses in our loan portfolio, we cannot assure you that we will not further increase the allowance for loan losses or that regulators will not require us to increase this allowance.

Increases in our allowance for loan losses could materially affect our earnings adversely.

        Like all financial institutions, we maintain an allowance for loan losses to provide for loan defaults and non-performance. Our allowance for loan losses is based on prior experience, as well as an evaluation of the risks in the current portfolio. However, actual loan losses could increase significantly as the result of changes in economic, operating and other conditions, including changes in interest rates, which are generally beyond our control. Thus, such losses could exceed our current allowance estimates. Either of these occurrences could materially affect our earnings adversely.

        In addition, the FDIC and the DFI, as an integral part of their respective supervisory functions, periodically review our allowance for loan losses. Such regulatory agencies may require us to increase our provision for losses on loans and loan commitments or to recognize further loan charge-offs, based upon judgments different from those of management. Any increase in our allowance required by the FDIC or the DFI could adversely affect us.

Banking organizations are subject to interest rate risk and variations in interest rates may negatively affect our financial performance.

        A major portion of our net income comes from our interest rate spread, which is the difference between the interest rates paid by us on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates we receive on interest-earning assets, such as loans we extend to our clients and securities held in our investment portfolio. Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest earning assets and interest bearing liabilities. In addition, loan volume and yields are affected by market interest rates on loans, and rising interest rates generally are associated with a lower volume of loan originations.

        In 2008, Federal Reserve Board reduced the federal funds rate seven times. As of January 1, 2008, the federal funds rate was 4.25%. By December 11, 2008, the federal funds rate had been reduced to current rate of 0.00% to 0.25%. The series of reductions in the federal funds rate during 2008 effectively lowered our average interest rate for 2008 and 2009, which resulted in lower average yield rates compared to 2007. The interest rate ranges for 2008 and 2007 were 0.00% to 4.25% and 4.25 to 5.25%, respectively.

        Because of the declining national economy and continued financial crisis, the credit markets are lacking liquidity. While the federal funds rate and other short-term market interest rates decreased substantially, the intermediate and long-term market interest rates, which are used by many banking organizations to guide loan pricing, have not decreased proportionately. This has led to a "steepening" of the market yield curve with short-term rates considerably lower than long-term notes. We cannot assure you that we will be able to minimize our interest rate risk. In addition, while a decrease in the general level of interest rates may improve the ability of certain borrowers with variable rate loans to pay the interest on and principal of their obligations, it reduces our interest income, and may lead to an increase in competition among banks for deposits. Accordingly, changes in levels of market interest rates could materially and adversely affect our net interest spread, net interest margin and our overall profitability.

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Liquidity risk could impair our ability to fund operations, meet our obligations as they become due and jeopardize our financial condition.

        Liquidity is essential to our business. Liquidity risk is the potential that the Bank will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities or on terms which are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the markets in which our loans are concentrated or adverse regulatory actions against us. Market conditions or other events could also negatively affect the level or cost of funding, affecting our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, and fund asset growth and new business transactions at a reasonable cost, in a timely manner and without adverse consequences. Although management has implemented strategies to maintain sufficient and diverse sources of funding to accommodate planned as well as unanticipated changes in assets and liabilities under both normal and adverse conditions, any substantial, unexpected and/or prolonged change in the level or cost of liquidity could have a material adverse effect on our financial condition and results of operations.

The profitability of Wilshire Bancorp is dependent on the profitability of the Bank.

        Because Wilshire Bancorp's principal activity is to act as the holding company of the Bank, the profitability of Wilshire Bancorp is largely dependent on the profitability of the Bank. The Bank operates in an extremely competitive banking environment, competing with a number of banks and other financial institutions which possess greater financial resources than those available to the Bank, in addition to other independent banks. In addition, the banking business is affected by general economic and political conditions, both domestic and international, and by government monetary and fiscal policies. Conditions such as inflation, recession, unemployment, high interest rates, short money supply, scarce natural resources, international terrorism and other disorders as well as other factors beyond the control of the Bank may adversely affect its profitability. Banks are also subject to extensive governmental supervision, regulation and control, and future legislation and government policy could adversely affect the banking industry and the operations of the Bank.

Wilshire Bancorp relies heavily on the payment of dividends from the Bank.

        The Bank is the only source of significant income for Wilshire Bancorp. Accordingly, the ability of Wilshire Bancorp to meet its debt service requirements and to pay dividends depends on the ability of the Bank to pay dividends to it. However, the Bank is subject to regulations limiting the amount of dividends that it may pay to Wilshire Bancorp. For example, any payment of dividends by the Bank is subject to the FDIC's capital adequacy guidelines. All banks and bank holding companies are required to maintain a minimum ratio of qualifying total capital to total risk-weighted assets of 8.00%, at least one-half of which must be in the form of Tier 1 capital, and a ratio of Tier 1 capital to average adjusted assets of 4.00%. If (i) the FDIC increases any of these required ratios; (ii) the total of risk-weighted assets of the Bank increases significantly; and/or (iii) the Bank's income decreases significantly, the Bank's Board of Directors may decide or be required to retain a greater portion of the Bank's earnings to achieve and maintain the required capital or asset ratios. This will reduce the amount of funds available for the payment of dividends by the Bank to Wilshire Bancorp. Further, in some cases, the FDIC could take the position that it has the power to prohibit the Bank from paying dividends if, in its view, such payments would constitute unsafe or unsound banking practices. In addition, whether dividends are paid and their frequency and amount will depend on the financial condition and performance, and the discretion of the Board of Directors of the Bank. The foregoing

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restrictions on dividends paid by the Bank may limit Wilshire Bancorp's ability to obtain funds from such dividends for its cash needs, including funds for payment of its debt service requirements and operating expenses and for payment of cash dividends to Wilshire Bancorp's shareholders. The amount of dividends the Bank could pay to Wilshire Bancorp as of December 31, 2009 without prior regulatory approval, which is limited by statute to the sum of undivided profits for the current year plus net profits for the preceding two years (less any distributions made to shareholders during such periods), was $52.5 million.

The holders of recently issued debentures and Series A Preferred Stock have rights that are senior to those of our common shareholders.

        In December 2002, the Bank issued an aggregate of $10 million of Junior Subordinated Debentures, at times referred to in this Report as the 2002 Junior Subordinated Debentures or the 2002 debentures. In addition, in the past three years, Wilshire Bancorp, as a wholly-owned subsidiary of the Bank in 2003 and as a parent company of the Bank in 2005 and 2007, issued an aggregate of $77,321,000 of Junior Subordinated Debentures as part of the issuance of $75,000,000 in trust preferred securities by statutory trusts wholly-owned by Wilshire Bancorp. The purpose of these transactions was to raise additional capital. These Junior Subordinated Debentures are senior in liquidation rights to our outstanding shares of common stock and our Series A Preferred Stock. The terms of these Junior Subordinated Debentures also restrict our ability to pay dividends on our common stock at any time we are in default under, or with respect to the Junior Subordinated Debentures issued in 2003, 2005 or 2007, have exercised our right to defer interest payments under the indentures governing these Junior Subordinated Debentures. As a result, in the event of our bankruptcy, dissolution or liquidation, the holder of these Junior Subordinated Debentures must be paid in full before any liquidating distributions may be made to the holders of our common and preferred stock. If we default under the terms of these Junior Subordinated Debentures or utilize our right to defer interest payments on the Junior Subordinated Debentures issued in 2003, 2005 or 2007, no dividends may be paid to holders of our common and preferred stock for so long as we remain in default or have deferred amounts remaining unpaid.

        On December 12, 2008, the Company issued $62,158,000 in Series A Preferred Stock and a warrant to the U.S. Treasury as part of the U.S. Treasury's Capital Purchase Program or "CPP". This $62.2 million investment from the U.S. Treasury, which is commonly referred to as Troubled Assets Relief Program ("TARP") investment, was part of the government strategy to counter the ongoing financial crisis and the possible prolonged economic downturn. The TARP investment was made to us in exchange for our 62,158 shares of our Series A Preferred Stock and a warrant to purchase initially 949,460 shares of our common stock. The preferred shareholder, the U.S. Treasury, has preference with respect to dividends and liquidation over our common shareholders. Similar to the Junior Subordinated Debentures, if we default the payment of dividends on our Series A Preferred Stock, no dividends may be paid to holders of our common stock for so long as we remain in default or have deferred amounts remaining unpaid.

        Because we are substantially dependent on dividends from the Bank in order to make the periodic payments due under the terms of the Junior Subordinated Debentures issued in 2003, 2005 and 2007, and the terms of the Series A Preferred Stock issued in 2008, in the event that the Bank is unable to pay dividends to Wilshire Bancorp for any significant period of time, then we may be unable to pay the amounts due to the holders of these Junior Subordinated Debentures and the U.S. Treasury.

Our failure to meet the challenges of successfully integrating the acquired Mirae Bank could potentially harm the operations of our combined organization.

        Our failure to meet the challenges involved in successfully integrating the acquired Mirae assets with ours or otherwise to realize any of the anticipated benefits of the acquisition could harm the

32

results of operations of our combined organization. The integration of the business of two banks can be a complex, time-consuming and expensive process that, without proper planning and implementation, could disrupt our business. The challenges involved in this integration include the following:

•

Demonstrating to the customers of Mirae Bank and the customers of Wilshire State Bank that the acquisition will not result in adverse changes in client service standards or business focus and helping customers conduct business easily with the combined banks;

•

Consolidating and rationalizing corporate information technology and administrative infrastructures;

•

Coordinating sales and marketing efforts and strategies to effectively communicate the capabilities of the combined organization, especially to former Mirae Bank customers;

•

Persuading employees that the business cultures of Wilshire State Bank and the former Mirae Bank are compatible, maintaining employee morale and retaining key employees; and

•

Managing a complex integration process.

Adverse changes in domestic or global economic conditions, especially in California, could have a material adverse effect on our business, growth, and profitability.

        If economic conditions worsen in the domestic or global economy, especially in California, our business, growth and profitability are likely to be materially adversely affected. A substantial number of our clients are geographically concentrated in California, and adverse economic conditions in California, particularly in the Los Angeles area, could harm the businesses of a disproportionate number of our clients. To the extent that our clients' underlying businesses are harmed, they are more likely to default on their loans. We can provide no assurance that conditions in the California economy and in the economies of other areas where we operate will not deteriorate further in the future and that such deterioration will not adversely affect us.

Continuing negative developments in the financial industry and U.S. and global credit markets may affect our operations and results.

        Negative developments in the U.S. financial market, its real estate section, and the securitization markets for the mortgage loans have resulted in uncertainty in the overall economy both domestically and globally. Commercial as well as consumer loan portfolio performances have deteriorated at many institutions and the competition for deposits and quality loans has increased significantly. In addition, the values of real estate collateral supporting many commercial loans and home mortgages have substantially declined and may continue to further decline. Bank and bank holding company stock prices generally have been negatively affected as has the ability of banks and bank holding companies to raise capital or borrow in the debt markets compared to recent years. 2009 was a record year for bankruptcies and bank failures. As a result, there is a potential for new federal or state laws and regulations regarding lending and funding practices and liquidity standards, and bank regulatory agencies are expected to be very aggressive in responding to concerns and trends identified in examinations, including the expected issuance of many formal enforcement orders. Negative developments in the financial industry and the impact of new legislation in response to those developments could negatively affect our operations by restricting our business operations, including our ability to originate or sell loans, and adversely affect our financial performance.

Governmental responses to recent market disruptions may be inadequate and may have unintended consequences.

        In response to recent market disruptions, legislators and financial regulators have taken a number of steps to stabilize the financial markets. These steps include the enactment and partial

33

implementation of the Emergency Economic Stabilization Act of 2008, the provision of other direct and indirect assistance to distressed financial institutions, assistance by the banking authorities in arranging acquisitions of weakened banks and broker-dealers, implementation of programs by the Federal Reserve to provide liquidity to the commercial paper markets and expansion of deposit insurance coverage. The new administration and Congress have pursued additional initiatives in an effort to stimulate the economy and stabilize the financial markets, including the recent enactment of the American Recovery and Reinvestment Act of 2009 and the passage of a $787 billion Federal Stimulus Bill, and have altered the terms of some previously announced policies. The overall effects of these and other legislative and regulatory efforts on the financial markets are uncertain. Should these or other legislative or regulatory initiatives fail to stabilize the financial markets, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Our operations may require us to raise additional capital in the future, but that capital may not be available or may not be on terms acceptable to us when it is needed.

        We are required by federal regulatory authorities to maintain adequate levels of capital to support our operations. We believe that our existing capital resources will satisfy our capital requirements for the foreseeable future and will be sufficient to offset any problem assets. However, should our asset quality erode and require significant additional provision, resulting in consistent net operating losses at the Bank, our capital levels will decline and we will need to raise capital. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we cannot be certain of our ability to raise additional capital if needed or on terms acceptable to us. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired.

The short-term and long-term impact of the new Basel II capital standards and the forthcoming new capital rules to be proposed for non-Basel II U.S. banks is uncertain.

        As a result of the continued deterioration in the global credit markets and the potential impact of increased liquidity risk and interest rate risk, it is unclear what the short-term impact of the implementation Basel II may be or what impact a pending alternative standardized approach to Basel II option for non-Basel II U.S. banks may have on the cost and availability of different types of credit and the potential compliance costs of implementing the new capital standards.

Maintaining or increasing our market share depends on market acceptance and regulatory approval of new products and services.

        Our success depends, in part, upon our ability to adapt our products and services to evolving industry standards and consumer demand. There is increasing pressure on financial services companies to provide products and services at lower prices. In addition, the widespread adoption of new technologies, including Internet-based services, could require us to make substantial expenditures to modify or adapt our existing products or services. A failure to achieve market acceptance of any new products we introduce, or a failure to introduce products that the market may demand, could have an adverse effect on our business, profitability, or growth prospects.

Significant reliance on loans secured by real estate may increase our vulnerability to downturns in the California real estate market and other variables impacting the value of real estate.

        At December 31, 2009, approximately 83.4% of our loans were secured by real estate, a substantial portion of which consist of loans secured by real estate in California. Conditions in the California real estate market historically have influenced the level of our non-performing assets. A real estate recession in Southern California could adversely affect our results of operations. In addition, California

34

has experienced, on occasion, significant natural disasters, including earthquakes, brush fires and flooding attributed to the weather phenomenon known as "El Nino." In addition to these catastrophes, California has experienced a moderate decline in housing prices beginning in late 2006. The decline in housing prices subsequently developed into the current financial crisis, characterized by the further decline in the real estate market in many parts of the country, including California, starting in the second half of 2007, and the failures of many financial institutions in 2008 and 2009. The availability of insurance to compensate for losses resulting from such crises is limited. The occurrence of one or more of such crises could impair the value of the collateral for our real estate secured loans and adversely affect us.

If we fail to retain our key employees, our growth and profitability could be adversely affected.

        Our future success depends in large part upon the continuing contributions of our key management personnel. If we lose the services of one or more key employees within a short period of time, we could be adversely affected. Our future success is also dependent upon our continuing ability to attract and retain highly qualified personnel. Competition for such employees among financial institutions in California is intense. Our inability to attract and retain additional key personnel could adversely affect us. In November 2007, our former Executive Vice President and Chief Financial Officer, resigned. Following his resignation, we engaged his replacement in April 2008. In addition, our Senior Vice President and Controller, was promoted to Senior Vice President and Deputy Chief Financial Officer in conjunction with the appointment of our new Chief Financial Officer. Furthermore, effective January 1, 2008, our former President and Chief Executive Officer retired. However, in connection with his retirement, we have entered into a consulting agreement providing for his continued service as an advisor for the Bank until May 2009. Following the retirement of our former Chief Executive Officer, we promoted our previous Executive Vice President and Chief Lending Officer to the position of President and Chief Executive Officer; and our prior Executive Vice President and SBA Manager, was promoted to Chief Lending Officer.

        For as long as we have shares of Series A Preferred Stock outstanding in connection with the U.S. Treasury's voluntary TARP Capital Purchase Program, we will be subject to the limitations on compensation included in EESA and ARRA. These restrictions may make it more difficult for us to retain certain of our key officers and employees because competitors who are not subject to the same restrictions may be able to offer more competitive salaries and/or benefits to these individuals. More information about the compensation limitations of EESA and AARA can be found in the section entitled "Supervision and Regulation—TARP Capital Purchase Program" in Item 1 of this Report.

We may be unable to manage future growth.

        We may encounter problems in managing our future growth. Our total assets at December 31, 2009, 2008, and 2007 were $3.44 billion, $2.45 billion, and $2.20 billion, respectively, representing an increase of $986.0 million, or 40.24% in 2009, and $253.3 million, or 11.53% in 2008. We currently intend to consider additional "de novo" branches and LPOs and to investigate opportunities to acquire or combine with other financial institutions that would complement our existing business, as such opportunities may arise and be consistent with our deliberate expansion strategy. No assurance can be provided, however, that we will be able to identify a suitable acquisition target or consummate any such acquisition. Further, our ability to manage growth will depend primarily on our ability to attract and retain qualified personnel, monitor operations, maintain earnings, and control costs. Any failure by us to accomplish these goals could risk interruptions in our business plans and could also adversely affect current operations.

35

Our expenses will increase as a result of increases in FDIC insurance premiums.

        The FDIC imposes an assessment against institutions for deposit insurance. This assessment is based on the risk category of the institution. Federal law requires that the designated reserve ratio for the deposit insurance fund be established by the FDIC at a 1.15% of estimated insured deposits. If this reserve ratio drops below 1.15%, the FDIC must, within 90 days, establish and implement a plan to restore the designated reserve ratio to 1.15% of estimated insured deposits within five years (absent extraordinary circumstances). Recent bank failures coupled with deteriorating economic conditions have significantly reduced the deposit insurance fund's reserve ratio. As a result of this reduced reserve ratio, on October 7, 2008, the FDIC adopted a restoration plan that would restore the reserve ratios to its required level of 1.15% over a seven-year period. There have also been increases in FDIC assessments resulting from its recently announced Temporary Liquidity Guaranty Program. If the economy continues to decline, the FDIC premiums may continue to increase in the future. Continued increases in FDIC insurance premiums m have an adverse effect on our earnings depleting capital reserves.

We could be liable for breaches of security in our online banking services. Fear of security breaches could limit the growth of our online services.

        We offer various Internet-based services to our clients, including online banking services. The secure transmission of confidential information over the Internet is essential to maintain our clients' confidence in our online services. Advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology we use to protect client transaction data. Although we have developed systems and processes that are designed to prevent security breaches and periodically test our security, failure to mitigate breaches of security could adversely affect our ability to offer and grow our online services and could harm our business.

        People generally are concerned with security and privacy on the Internet and any publicized security problems could inhibit the growth of the Internet as a means of conducting commercial transactions. Our ability to provide financial services over the Internet would be severely impeded if clients became unwilling to transmit confidential information online. As a result, our operations and financial condition could be adversely affected.

Our directors and executive officers beneficially own a significant portion of our outstanding common stock.

        As of February 26, 2010, our directors and executive officers, together with their respective affiliates, beneficially owned approximately 33% of our outstanding voting common stock (not including vested option shares). As a result, such shareholders may have the ability to significantly influence the outcome of corporate actions requiring shareholder approval, including the election of directors and the approval of significant corporate transactions, such as a merger or sale of all or substantially all of our assets. We can provide no assurance that the investment objectives of such shareholders will be the same as our other shareholders.

The market for our common stock is limited, and potentially subject to volatile changes in price.

        The market price of our common stock may be subject to significant fluctuation in response to numerous factors, including variations in our annual or quarterly financial results or those of our competitors, changes by financial research analysts in their evaluation of our financial results or those of our competitors, or our failure or that of our competitors to meet such estimates, conditions in the economy in general or the banking industry in particular, or unfavorable publicity affecting us or the banking industry. In addition, the equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and have been

36

unrelated to the operating performance of those companies. In addition, the sale by any of our large shareholders of a significant portion of that shareholder's holdings could have a material adverse effect on the market price of our common stock. Further, the issuance or registration by us of any significant amount of additional shares of our common stock will have the effect of increasing the number of outstanding shares or, in the case of registrations, the number of shares of our common stock that are freely tradable; any such increase may cause the market price of our common stock to decline or fluctuate significantly. Any such fluctuations may adversely affect the prevailing market price of the common stock.

We may experience impairment on goodwill.

        In light of the overall instability of the economy, the continued volatility in the financial markets, the downward pressure on bank stock prices and expectations of financial performance for the banking industry, including the Company, our estimates of goodwill fair value may be subject to change or adjustment and we may determine that impairment charges are necessary. Estimates of fair value are determined based on a complex model using cash flows and company comparisons. If management's estimates of future cash flows are inaccurate, the fair value determined could be inaccurate and impairment may not be recognized in a timely manner. If the Company's market capitalization falls below book value, we will update our valuation analysis to determine whether goodwill is impaired. No assurance can be given that goodwill will not be written down in future periods.

We face substantial competition in our primary market area.

        We conduct our banking operations primarily in Southern California. Increased competition in our market may result in reduced loans and deposits. Ultimately, we may not be able to compete successfully against current and future competitors. Many competitors offer the same banking services that we offer in our service area. These competitors include national banks, regional banks and other community banks. We also face competition from many other types of financial institutions, including without limitation, savings and loan institutions, finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries. In particular, our competitors include several major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns. Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger customers. Areas of competition include interest rates for loans and deposits, efforts to obtain deposits, and range and quality of products and services provided, including new technology-driven products and services. Technological innovation continues to contribute to greater competition in domestic and international financial services markets as technological advances enable more companies to provide financial services. We also face competition from out-of-state financial intermediaries that have opened low-end production offices or that solicit deposits in our market areas. If we are unable to attract and retain banking customers, we may be unable to continue our loan growth and level of deposits and our results of operations and financial condition may otherwise be adversely affected.

Anti-takeover provisions of our charter documents may have the effect of delaying or preventing changes in control or management.

        Certain provisions in our Articles of Incorporation and Bylaws could discourage unsolicited takeover proposals not approved by the Board of Directors in which shareholders could receive a premium for their shares, thereby potentially limiting the opportunity for our shareholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal or may have the effect of permitting our current management, including the current

37

Board of Directors, to retain its position, and place it in a better position to resist changes that shareholders may wish to make if they are dissatisfied with the conduct of our business. The anti-takeover measures included in our Articles of Incorporation and Bylaws, include, without limitation, the following:

•

the elimination of cumulative voting,

•

the adoption of a classified board of directors,

•

super-majority shareholder voting requirements to modify certain provisions of the Articles of Incorporation and Bylaws, and

•

restrictions on certain "business combinations" with third parties who may acquire our securities outside of an action taken by us.

We are subject to significant government regulation and legislation that increases the cost of doing business and inhibits our ability to compete.

        We are subject to extensive state and federal regulation, supervision and legislation, all of which is subject to material change from time to time. These laws and regulations increase the cost of doing business and have an adverse impact on our ability to compete efficiently with other financial service providers that are not similarly regulated. Changes in regulatory policies or procedures could result in management's determining that a higher provision for loan losses would be necessary and could cause higher loan charge-offs, thus adversely affecting our net earnings. There can be no assurance that future regulation or legislation will not impose additional requirements and restrictions on us in a manner that could adversely affect our results of operations, cash flows, financial condition and prospects.

        As a participant in the TARP Capital Purchase Program, we have agreed to various requirements and restrictions imposed by the U.S. Treasury on all participants, which included a provision that the U. S. Treasury could change the terms of participation at any time. Further information regarding the current requirements and restrictions imposed on TARP participants can be found under the caption "Regulation and Supervision—The TARP Capital Purchase Program" in Item 1 of this Report.

We could be negatively impacted by downturns in the South Korean economy.

        Many of our customers are locally based Korean-Americans who also conduct business in South Korea. Although we conduct most of our business with locally-based customers and rely on domestically located assets to collateralize our loans and credit arrangements, we have historically had some exposure to the economy of South Korea in connection with certain portions of our loans and credit transactions with Korean banks. Such exposure has consisted of:

•

discounts of acceptances created by banks in South Korea,

•

advances made against clean documents presented under sight letters of credit issued by banks in South Korea,

•

advances made against clean documents held for later presentation under letters of credit issued by banks in South Korea, and

•

extensions of credit to borrowers in the U.S. secured by letters of credit issued by banks in South Korea.

        We generally enter into any such loan or credit arrangements, in excess of $200,000 and of longer than 120 days, only with the largest of the Korean banks and spread other lesser or shorter term loan or credit arrangements among a variety of medium-sized Korean banks.

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        As a result of the economic crisis in South Korea in the mid-1990's, management has continued to closely monitor our exposure to the South Korean economy and the activities of Korean banks with which we conduct business. To date, we have not experienced any significant loss attributable to our exposure to South Korea. Nevertheless, there can be no assurance that our efforts to minimize exposure to downturns in the South Korean economy will be successful in the future, and another significant downturn in the South Korean economy could possibly result in significant credit losses for us.

        In addition, due to our customer base being largely made up of Korean-Americans, our deposit base could significantly decrease as a result of deterioration in the Korean economy. For example, some of our customers' businesses may rely on funds from South Korea. Further, our customers may temporarily withdraw deposits in order to transfer funds and benefit from gains on foreign exchange and interest rates, and/or to support their relatives in South Korea during downturns in the Korean economy. A significant decrease in our deposits could also have a material adverse effect on our financial condition and results of operations.

Additional shares of our common stock issued in the future could have a dilutive effect.

        Shares of our common stock eligible for future issuance and sale could have a dilutive effect on the market for our stock. Our Articles of Incorporation authorizes the issuance of 80,000,000 shares of common stock. As of February 26, 2010, there were approximately 29,415,657 shares of our common stock issued and outstanding, 1,644,900 shares of our authorized but unissued shares of common stock are reserved for issuance under the Wilshire Bancorp, Inc. 2008 Stock Option Plan, or the "2008 Stock Option Plan," 949,460 shares of our authorized but unissued shares of common stock are reserved for issuance upon exercise of the warrant that we issued to the U.S. Treasury in connection with our participation in the TARP Capital Purchase Program, plus an additional 256,180 shares of our common stock are reserved for issuance to the holders of stock options previously granted and still outstanding under the Wilshire State Bank 1997 Stock Option Plan, or the "1997 Stock Option Plan." Thus, approximately 46,318,478 shares of our common stock remain authorized (not reserved for stock options and are available for future issuance and sale) at the discretion of our Board of Directors.

Shares of our preferred stock previously issued and preferred stock issued in the future could have dilutive and other effects.

        On December 12, 2008, we received $62,158,000 from the U.S. Treasury as part of the federal government's Capital Purchase Program. In exchange for the federal funding, we issued 62,158 shares of Series A Preferred Stock, each with a stated liquidation amount of $1,000 per share, to the U.S. Treasury. As of February 26, 2010, there were of 62,158 shares of our Series A Preferred Stock that were issued and outstanding.

        Shares of our preferred stock eligible for future issuance and sale also could have a dilutive effect on the market for the shares of our common stock, especially because of the fact that the preferred shares would have seniority with respect to our common stock. In addition to 80,000,000 shares of common stock, our Articles of Incorporation authorize the issuance of 5,000,000 shares of preferred stock. As of December 31, 2009, the total number of shares of authorized but unissued preferred stock was 4,937,842. The Board of Directors could authorize the issuance of such preferred shares at any time in the future. If such shares of preferred stock are made convertible into shares of common stock, there could be a dilutive effect on the shares of common stock then outstanding. In addition, shares of preferred stock may be provided a preference over holders of common stock upon our liquidation or with respect to the payment of dividends, in respect of voting rights or in the redemption of our capital stock. The rights, preferences, privileges and restrictions applicable to any series of preferred stock may be determined by resolution of our Board of Directors without the need for shareholder approval.

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Item 1B.    Unresolved Staff Comments

        None.

Item 2.    Properties

        Our primary banking facilities (corporate headquarters and various lending offices) are located at 3200 Wilshire Boulevard, Los Angeles, California and consists of approximately 42,255 square feet as of the date of this report. This lease expires March 31, 2015, but we have an option to extend the lease for two consecutive five-year periods. The combined monthly rents for this lease is currently $50,336.

        We have 23 full-service branch banking offices in Southern California, Texas, New Jersey, and New York. We also lease 5 separate LPOs in Aurora, Colorado (the Denver area); Atlanta, Georgia; Dallas, Texas; Houston, Texas; and Annandale, Virginia. Information about the properties associated with each of our banking facilities is set forth in the table below:

Property	Ownership Status	Square Feet		Purchase Price		Monthly Rent		Use	Lease Expiration
Wilshire Office 3200 Wilshire Blvd. Suite 103 Los Angeles, CA	Leased		7,426		N/A	$	10,545	Branch Office	March 2015 [w/right to extend for two consecutive 5-year periods]
Rowland Heights Office 19765 E. Colima Road Rowland Heights, CA	Leased		2,860		N/A	$	8,729	Branch Office	May 2011 [w/right to extend for two consecutive 5-year periods]
Western Office 841 South Western Ave. Los Angeles, CA	Leased		4,950		N/A	$	23,539	Branch Office	June 2010 [w/right to extend for one 5-year period]
Olympic Office 2140 West Olympic Blvd. Los Angeles, CA	Leased		9,247		N/A	$	13,871	Branch Office	August 2019 [w/right to extend for two 5-year period]
Valley Office 8401 Reseda Blvd. Northridge, CA	Leased		7,350		N/A	$	11,760	Branch Office	October 2017 [w/right to extend for two consecutive 5-year periods]
Van Nuys 9700 Woodman Ave., # A-6 Arleta, CA	Leased		1,150		N/A	$	2,243	Branch Office	March 2015 [w/right to extend for two consecutive 5-year periods]
Downtown Office 401 East 11th St. Suite 207-211 Los Angeles, CA	Leased		5,500		N/A	$	15,400	Branch Office	June 2019 [w/right to extend for two 5-year period]
Cerritos Office 17500 Carmenita Road Cerritos, CA	Leased		5,702		N/A	$	9,000	Branch Office	January 2017 [w/right to extend for two 5-year period]
Gardena Office 15435 South Western Ave. St. 100 Gardena, CA	Leased		4,150		N/A	$	11,509	Branch Office	November 2010 [w/right to extend for two consecutive 5-year periods]
Rancho Cucamonga Office 8045 Archibald Ave. Rancho Cucamonga,CA	Leased		3,000		N/A	$	6,407	Branch Office	November 2010 [w/right to extend for two consecutive 5-year periods]
City Center Office 3500 West 6th Street #201 Los Angeles, CA	Leased		3,538		N/A	$	17,690	Branch Office	February 2012 [w/right to extend for three consecutive 5-year periods]
Irvine Office 14451 Red Hill Ave. Tustin, CA	Leased		1,960		N/A	$	10,450	Branch Office	June 2013 [w/right to extend for one 5-year period]

40

Property	Ownership Status	Square Feet		Purchase Price		Monthly Rent		Use	Lease Expiration
Mid-Wilshire Office 3832 Wilshire Blvd. Los Angeles, CA	Leased		3,382		N/A	$	11,136	Branch Office	December 2012
Fashion Town Office 1300 S. San Pedro Street Los Angeles, CA	Leased		3,208		N/A	$	6,163	Branch Office	March 2014 [w/right to extend for two consecutive 5-year periods]
Fullerton Office 5254 Beach Blvd. Buena Park, CA	Leased		1,440		N/A	$	4,579	Branch Office	July 2009 [w/right to extend for two consecutive 5-year periods]
Huntington Park Office 6350 Pacific Blvd. Huntington Park, CA	Purchased in 2000		4,350	$	710,000		N/A	Branch Office	N/A
Torrance Office 2390 Crenshaw Blvd. #D Torrance, CA	Leased		2,360		N/A	$	6,634	Branch office	June 2019 [w/right to extend for two consecutive 5-year periods]
Garden Grove Office 9672 Garden Grove Blvd. Garden Grove, CA	Purchased in 2005		2,549	$	1,535,500		N/A	Branch Office	N/A
Manhattan Office 308 Fifth Ave. New York , NY	Leased		7,544		N/A	$	30,971	Branch Office	September 2019 [w/right to extend for one consecutive 5-year periods]
Bayside Office 210-16 Northern Blvd. Bayside, NY	Leased		2,445		N/A	$	14,061	Branch Office	April 2012 [w/right to extend for three consecutive 5-year periods]
Flushing Office 150-24 Northern Blvd. Flushing, NY	Leased		2,300		N/A	$	13,390	Branch Office	October 2018 [w/right to extend for two consecutive 5-year periods]
Fort Lee Office 215 Main Street Fort Lee, NJ	Leased		2,264		N/A	$	10,479	Branch Office	May 2017 [w/right to extend for one 5-year period]
Dallas Office 2237 Royal Lane Dallas, Texas	Purchased in 2003		7,000	$	1,325,000		N/A	Branch Office & LPO Office	N/A
Denver Office 2821 S. Parker Road #415 Aurora, CO	Leased		1,135		N/A	$	1,513	LPO Office	September 2011 [w/right to extend for one 3-year period]
Atlanta Office 4864 Jimmy Carter Blvd., #202 Norcross, GA	Leased		924		N/A	$	2,000	LPO Office	December 2010 [w/right to extend for two 1-year period]
Houston Office 9801 Westheimer #801 Houston, TX	Leased		1,096		N/A	$	2,146	LPO Office	March 2011 [w/right to extend for one 3-year period]
Fort Worth Office 7553 Boulevard 26 N. Richland Hills, TX	Purchased		3,500	$	1,100,000		N/A	Branch Office	N/A
Annandale Office 7535 Little River Turnpike #310A Annandale, VA	Leased		1,150		N/A	$	2,025	LPO Office	May 2010 [w/right to extend for one 2-year period]

        Management has determined that all of our premises are adequate for our present and anticipated level of business.

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Item 3.    Legal Proceedings

        From time to time, we are a party to claims and legal proceedings arising in the ordinary course of business. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and provides for potential losses on such litigation if the amount of the loss is estimatable and the loss is probable.

        We believe that there are no material litigation matters at the current time. Although the results of such litigation matters and claims cannot be predicted with certainty, we believe that the final outcome of such claims and proceedings will not have a material adverse impact on our financial position, liquidity, or results of operations.

Item 4.    Reserved

PART II

Item 5.    Market for Registrant's Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

Trading History

        Wilshire Bancorp's common stock is listed for trading on the NASDAQ Global Select Market under the symbol "WIBC."

        The information in the following table sets forth, for the quarters indicated, the high and low closing sale prices for the common stock as reported on the NASDAQ Global Select Market:

		Closing Sale Price
		High		Low
Year Ended December 31, 2009
	First Quarter	$	8.99	$	3.34
	Second Quarter	$	6.56	$	3.95
	Third Quarter	$	9.43	$	5.75
	Fourth Quarter	$	8.50	$	6.42
Year Ended December 31, 2008
	First Quarter	$	8.37	$	6.63
	Second Quarter	$	9.94	$	6.18
	Third Quarter	$	14.99	$	7.96
	Fourth Quarter	$	13.98	$	5.95

        On February 26, 2010, the closing sale price for the common stock was $9.40, as reported on the NASDAQ Global Select Market.

Shareholders

        As of February 26, 2010, there were 149 shareholders of record of our common stock (not including the number of persons or entities holding stock in nominee or street name through various brokerage firms).

Dividends

        As a California corporation, we are restricted under the California General Corporation Law, or CGCL, from paying dividends under certain conditions. Our shareholders are entitled to receive dividends when and as declared by our board of directors, out of funds legally available for the payment of dividends, as provided in the CGCL. The CGCL provides that a corporation may make a distribution to its shareholders if retained earnings immediately prior to the dividend payout at least

42

equal the amount of proposed distribution. In the event that sufficient retained earnings are not available for the proposed distribution, a corporation may, nevertheless, make a distribution, if it meets both the "quantitative solvency" and the "liquidity" tests. In general, the quantitative solvency test requires that the sum of the assets of the corporation equal at least 1¹/4 times its liabilities. The liquidity test generally requires that a corporation have current assets at least equal to current liabilities, or, if the average of the earnings of the corporation before taxes on income and before interest expenses for the two preceding fiscal years was less than the average of the interest expense of the corporation for such fiscal years, then current assets must be equal to at least 1¹/4 times current liabilities. In certain circumstances, we may be required to obtain the prior approval of the Federal Reserve Board to make capital distributions to our shareholders.

        It has been our general practice to retain earnings for the purpose of increasing capital to support growth, and no cash dividends were paid to shareholders prior to 2005. However, we began paying a cash dividend to our common shareholders beginning in the first quarter of 2005. While we currently pay cash dividends on our common stock, as well as to the holders of our Series A Preferred Stock pursuant to our agreements under the TARP Capital Purchase Program, all dividends are subject to the discretion of our Board of Directors and will depend on a number of factors, including future earnings, financial condition, cash needs and general business conditions. Any dividend to our common shareholders must also comply with the restrictions in our outstanding Junior Subordinated Debentures and our Series A Preferred Stock described earlier in this Report, as well as applicable bank regulations.

        The following table shows cash dividends to our common shareholders declared by Wilshire Bancorp the two years ended December 31, 2009:

Declaration Date	Payable Date	Record Date	Amount
February 28, 2008	April 15, 2008	March 31, 2008	$0.05 per share
May 29, 2008	July 15, 2008	June 30, 2008	$0.05 per share
September 2, 2008	October 15, 2008	September 30, 2008	$0.05 per share
December 2, 2008	January 15, 2009	December 31, 2008	$0.05 per share
February 23, 2009	April 15, 2009	March 31, 2009	$0.05 per share
May 28, 2009	July 15, 2009	June 30, 2009	$0.05 per share
August 28, 2009	October 15, 2009	September 30, 2009	$0.05 per share
November 23, 2009	January 15, 2010	December 31, 2009	$0.05 per share

        The following table shows cash dividends to US Treasury for our preferred stocks for the year ended December 31, 2009:

Date Paid	Period	Rate			Amount paid
February 16, 2009	Dec 12, 2008 - Feb 15, 2009		5.00	%	$	543,883
May 15, 2009	Feb 16, 2009 - May 15, 2009		5.00	%	$	776,975
August 17, 2009	May 16, 2009 - Aug 15, 2009		5.00	%	$	776,975
November 16, 2009	Aug 16, 2009 - Nov 15, 2009		5.00	%	$	776,975

        Our ability to pay cash dividends in the future will depend in large part on the ability of the Bank to pay dividends on its capital stock to us. The ability of the Bank to pay dividends on its common stock is restricted by the California Financial Code, the FDIA, and FDIC regulations. In general terms, California law provides that the Bank may declare a cash dividend out of net profits up to the lesser of retained earnings or net income for the last three fiscal years (less any distributions made to shareholders during such period), or, with the prior written approval of the Commissioner of Department of Financial Institutions, in an amount not exceeding the greatest of:

•

retained earnings,

43

•

net income for the prior fiscal year, or

•

net income for the current fiscal year.

        The Bank's ability to pay any cash dividends will depend not only upon our earnings during a specified period, but also on our meeting certain capital requirements. The FDIA and FDIC regulations restrict the payment of dividends when a bank is undercapitalized, when a bank has failed to pay insurance assessments, or when there are safety and soundness concerns regarding a bank. The payment of dividends by the Bank may also be affected by other regulatory requirements and policies, such as maintenance of adequate capital. If, in the opinion of the regulatory authority, a depository institution under its jurisdiction is engaged in, or is about to engage in, an unsafe or unsound practice (which, depending on the financial condition of the depository institution, could include the payment of dividends), such authority may require, after notice and hearing, that such depository institution cease and desist from such practice.

Securities Authorized for Issuance under Equity Compensation Plans

        In June 2008, we established the 2008 Stock Option Plan that provides for the issuance of restricted stock and options to purchase up to 2,933,200 shares of our authorized but unissued common stock to employees, directors, and consultants. Exercise prices for options may not be less than the fair market value at the date of grant. Compensation expense for awards is recorded over the vesting period. Under the 2008 Stock Option Plan, there were stock options outstanding to purchase 1,198,650 shares of our common stock as of December 31, 2009.

        During 1997, the Bank established the 1997 Stock Option Plan, which provided for the issuance of up to 6,499,800 shares of the Company's authorized but unissued common stock to managerial employees and directors. Due to the expiration of the plan in February 2007, no additional options may be granted under the 1997 Stock Option Plan. Accordingly, no shares of our common stock remain available for future issuance under the 1997 Stock Option Plan. Nonetheless, there are 256,180 shares of our common stock reserved for issuance to the holders of stock options previously granted and still outstanding under the 1997 Stock Option Plan. The following table summarizes information as of December 31, 2009 relating to the number of securities to be issued upon the exercise of the outstanding options under the 1997 Plan and the 2008 Plan and their weighted-average exercise price.

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights		Number of Securities Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity Compensation Plans Approved by Security Holders		2,404,390	$	9.86		1,666,400
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total Equity Compensation Plans		2,404,390	$	9.86		1,666,400

        Future grants of stock options under the 2008 plan may be subject to the limitations of EESA for as long as shares of our Series A Preferred Stock are outstanding. EESA prohibits us from accruing any bonus, retention award, or incentive compensation to at least the five most highly compensated employees of the Company (or such higher number of employees as the U.S. Treasury may determine). Although the interpretation of what specifically constitutes "incentive compensation" is not clear, it is likely that we will not be able to grant additional stock options to at least our five most highly compensated employees during the time that we have shares of Series A Preferred Stock outstanding.

44

Performance Graph

        The following graph compares the yearly percentage change in cumulative total shareholders' return on our common stock with the cumulative total return of (i) of the NASDAQ market index; (ii) all banks and bank holding companies listed on NASDAQ; and (iii) the SNL Western Bank Index, comprised of banks and bank holding companies located in California, Oregon, Washington, Montana, Hawaii, Nevada, and Alaska. Both the $1 Billion - $5 Billion Asset-Size Bank Index and the SNL Western Bank Index were compiled by SNL Securities LP of Charlottesville, Virginia. The graph assumes an initial investment of $100 and reinvestment of dividends. The graph is not necessarily indicative of future price performance.

TOTAL RETURN PERFORMANCE

	12/31/04		12/31/05		12/31/06		12/31/07		12/31/08		12/31/09
Wilshire Bancorp Inc	$	100.00	$	105.07	$	117.19	$	49.38	$	58.35	$	54.29
NASDAQ© Composite		100.00		101.37		111.03		121.92		72.49		104.31
SNL© $1B - $5B Bank Index		100.00		98.29		113.74		82.85		68.72		49.26
SNL© Western Bank Index		100.00		104.11		117.48		98.12		95.54		87.73

Source: SNL Financial LC, Charlottesville, VA

Recent Sales of Unregistered Securities; Use of Proceeds From Registered Securities

        In December 2008, we issued 62,158 shares of newly designated Series A Preferred Stock, each with a stated liquidation amount of $1,000 per share, and an attached warrant exercisable initially for 949,460 shares of our common stock, with an exercise price of $9.82 per share, to the U.S. Treasury in exchange for the U.S. Treasury's $62.2 million investment in the TARP Capital Purchase Program. In issuing these shares, we relied upon the exemption from registration set forth in Section 4(2) of the Securities Act and the applicable Regulation D provisions promulgated thereunder.

45

Issuer Purchase of Equity Securities

        In July 2007, our board of directors authorized a stock repurchase program, under which up to $10 million outstanding common shares in the open market can be repurchased by Wilshire Bancorp for a period of twelve months ending on July 31, 2008. Under the plan, we repurchased a total of 127,425 shares at an average price of $9.91. All of these shares were repurchased during 2007. During 2008, there were no repurchases under the program. This program completed its term and expired on July 31, 2008.

Item 6.    Selected Financial Data

        The following table presents selected historical financial information as of and for each of the years in the five years ended December 31, 2009. The selected historical financial information is derived from our audited consolidated financial statements and should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this Annual Report and "Management's Discussion and Analysis of Financial Condition and Results of Operation" in Item 7 below:

			As of and For the Years Ended December 31,
(Dollars in Thousands)			2009		2008		2007		2006		2005
Summary Statement of Operations Data:
	Interest income		$	158,354	$	148,633	$	157,636	$	141,400	$	97,289
	Interest expense			58,891		66,014		76,286		64,823		34,341
	Net interest income before provision for losses on loans and loan commitments			99,463		82,619		81,350		76,577		62,948
	Provision for losses on loans and loan commitments			68,600		12,110		14,980		6,000		3,350
	Noninterest income			57,316		20,646		22,584		26,400		20,478
	Noninterest expenses			57,369		48,400		44,839		41,232		33,563
	Income before income taxes			30,810		42,755		44,115		55,745		46,513
	Income taxes			10,686		16,282		17,309		21,803		18,753
	Preferred stock cash dividend and accretion of preferred stock			3,620		155		—		—		—
	Net income available to common shareholders			16,504		26,318		26,806		33,942		27,760
Per Common Share Data:(1)
	Net income available to common shareholders:
		Basic	$	0.56	$	0.90	$	0.91	$	1.17	$	0.97
		Diluted	$	0.56	$	0.90	$	0.91	$	1.16	$	0.96
	Book value per common share		$	7.01	$	6.65	$	5.87	$	5.12	$	3.95
	Weighted average common shares outstanding:
		Basic		29,413,804		29,368,762		29,339,454		28,986,217		28,544,474
		Diluted		29,423,779		29,407,388		29,449,211		29,330,732		28,913,542
	Year end common shares outstanding			29,415,657		29,413,757		29,253,311		29,197,420		28,630,600

⁽¹⁾

As adjusted to reflect a two-for-one stock split in the form of a 100% stock dividend, issued in December 2004.

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		As of and For the Years Ended December 31,
(Dollars in Thousands)		2009			2008			2007			2006			2005
Summary Statement of Financial Condition Data (Year End):
	Total loans, net of unearned income(1)	$	2,427,441		$	2,051,528		$	1,809,050		$	1,560,539		$	1,262,560
	Allowance for loan losses		62,130			29,437			21,579			18,654			13,999
	Other real estate owned		3,797			2,663			133			138			294
	Total assets		3,435,997			2,450,011			2,196,705			2,008,484			1,666,273
	Total deposits		2,828,215			1,812,601			1,763,071			1,751,973			1,409,465
	Federal Home Loan Bank advances(2)		232,000			260,000			150,000			20,000			61,000
	Junior subordinated debentures		87,321			87,321			87,321			61,547			61,547
	Total shareholders' equity		266,136			255,060			171,786			149,635			113,104
Performance ratios:
	Return on average total equity(2)		7.42	%		14.14	%		16.33	%		25.51	%		27.21	%
	Return on average common equity(3)		7.80	%		14.30	%		16.33	%		25.51	%		27.21	%
	Return on average assets(4)		0.67	%		1.14	%		1.31	%		1.85	%		1.92	%
	Net interest margin(5)		3.60	%		3.81	%		4.28	%		4.51	%		4.71	%
	Efficiency ratio(6)		36.59	%		46.87	%		43.14	%		40.04	%		40.23	%
	Net loans to total deposits at year end		83.63	%		111.56	%		101.38	%		88.01	%		88.58	%
	Common dividend payout ratio		35.65	%		22.34	%		21.98	%		17.09	%		16.48	%
Capital ratios:
	Average common shareholders' equity to average total assets		7.08	%		7.89	%		8.01	%		7.26	%		7.05	%
	Tier 1 capital to quarter-to-date average total assets		9.77	%		13.25	%		10.36	%		9.79	%		9.39	%
	Tier 1 capital to total risk-weighted assets		14.37	%		15.36	%		11.83	%		11.81	%		11.60	%
	Total capital to total risk-weighted assets		15.81	%		17.09	%		14.58	%		13.63	%		14.41	%
Asset quality ratios:
	Nonperforming loans to total loans(7)		2.92	%		0.76	%		0.59	%		0.44	%		0.20	%
	Nonperforming assets(8) to total loans and other real estate owned		3.07	%		0.89	%		0.60	%		0.45	%		0.22	%
	Net charge-offs (recoveries) to average total loans		1.73	%		0.26	%		0.66	%		0.06	%		0.03	%
	Allowance for loan losses to total loans at year end		2.56	%		1.43	%		1.19	%		1.20	%		1.11	%
	Allowance for loan losses to nonperforming loans		87.78	%		189.27	%		203.55	%		272.38	%		567.15	%

⁽¹⁾

Total loans is the sum of loans receivable and loans held for sale and is reported at their outstanding principal balances, net of any unearned income (unamortized deferred fees and costs).

⁽²⁾

At December 31, 2009 our borrowing limit with the Federal Home Loan Bank was $945.6 million, with $713.6 million in borrowing capacity remaining.

⁽³⁾

Net income divided by average total shareholders' equity.

⁽⁴⁾

Net income available to common shareholders divided by average common shareholders' equity.

⁽⁵⁾

Net income divided by average total assets.

⁽⁶⁾

Represents net interest income as a percentage of average interest-earning assets.

⁽⁷⁾

Represents the ratio of noninterest expense to the sum of net interest income before provision for losses on loans and loan commitments and total noninterest income.

⁽⁸⁾

Nonperforming loans consist of nonaccrual loans, loans past due 90 days or more, and restructured loans.

⁽⁹⁾

Nonperforming assets consist of nonperforming loans (see footnote no. 8 above), and other real estate owned.

47

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        This discussion presents management's analysis of our results of operations and financial condition as of and for each of the years in the three-year period ended December 31, 2009. The discussion should be read in conjunction with our financial statements and the notes related thereto which appear elsewhere in this Report.

Executive Overview

Introduction

        Wilshire Bancorp, Inc. succeeded to the business and operations of Wilshire State Bank (the "Bank") upon consummation of the reorganization of the Bank into a holding company structure, effective as of August 25, 2004. Prior to the completion of the reorganization, the Bank was subject to the information, reporting, and proxy statement requirements of the Exchange Act, pursuant to the regulations of its primary regulator, the FDIC. Accordingly, the Bank filed annual and quarterly reports, proxy statements, and other information with the FDIC. Pursuant to Rule 12g-3 of the Exchange Act, the Company has succeeded to the reporting obligations of the Bank and the reporting obligations of the Bank to the FDIC have terminated. Filings by the Company under the Exchange Act, like this Form 10-K, are to be made with the SEC. Note that while we refer generally to the Company throughout this filing, all references to the Company prior to August 26, 2004, except where otherwise indicated, are to the Bank.

        We operate a community bank in the general commercial banking business, with our primary market encompassing the multi-ethnic population of the Los Angeles metropolitan area. Our full-service offices are located primarily in areas where a majority of the businesses are owned by Korean-speaking immigrants, with many of the remaining businesses owned by Hispanic and other minority groups.

        At December 31, 2009, we had approximately $3.44 billion in assets, $2.43 billion in total loans, and $2.83 billion in deposits. We also have expanded and diversified our business geographically by focusing on the continued development of the East Coast market.

        In May 2006, we completed the acquisition of Liberty Bank of New York ("Liberty") and its merger into the Bank. With this acquisition, we added $66 million in total assets and two branches in New York City. We paid $14.5 million for this transaction, which consisted of $8.6 million in cash and $5.9 million in our common stock (328,110 shares). We also incurred merger-related costs of $625,000 which we recognized as additional consideration in connection with this business combination.

        In July 2007, we acquired a branch of Royal Bank America ("RBA") in Fort Lee, New Jersey in exchange for our branch at Flushing, New York. In this branch exchange transaction, we purchased selected fixed assets and assumed selected liabilities, including a portion of the Bank's time deposits. As consideration, we transferred to RBA selected intangible and fixed assets, and selected liabilities, including a portion of time deposits, intangible liabilities, and lease obligations. The amounts involved in this transaction were insignificant except for the time deposits exchanged. In the branch exchange transaction, both parties transferred deposit liabilities in the amount of approximately $6 million. The branch exchange transaction was accounted for as an exchange of assets and liabilities. The Fort Lee, New Jersey loan portfolio has grown 156.4% to $16.9 million as of December 31, 2009, as compared with the prior year end. Deposit growth at the Fort Lee branch has also exceeded our expectation, and increased 164.0% to $87.1 million as of December 31, 2009, as compared with the prior year end.

        Subsequent to the branch exchange in July 2007, we opened a new Bayside branch in New York to compensate for the loss of our Flushing branch. However, in 2009 a branch in Flushing, New York was opened which resulted in further expansion of our banking service and market coverage in the State of New Jersey and the greater New York City metropolitan area. Similar to the New Jersey (Fort Lee)

48

branch, the loan portfolio of our four New York branches including Fort Lee has grown to $161.6 million at December 31, 2009 from $25.7 after the acquisition of Liberty Bank of New York. Our deposit portfolio in the New York branches has also experienced significant growth, up over 481.8% from $50.5 million at the time of the acquisition to $293.8 million at the end of 2009.

        In addition to our expansion into the New York/New Jersey area, we further expanded our banking network within the state of California. In August 2008, we opened our new City Center branch office in Los Angeles, California. To improve operating efficiency, we also merged a market branch in Rancho Cucamonga, California, into a neighboring branch in the same city during December 2008.

        On June 26, 2009, we acquired the banking operations of Mirae Bank from the FDIC, who had been named receiver of the institution. We acquired approximately $395.6 million in assets and assumed $374.0 million in liabilities. This included $285.7 million in loans, and $293.4 million in deposits in addition to five branch offices. The integration of former Mirae was successfully completed in the third quarter of 2009, during which 4 out of the 5 branches were closed as a result of their close proximity to our office locations. Even with the branch closures, the retention rate for former Mirae deposit customers remained high.

        Over the past several years, our network of branches and LPOs has expanded geographically. We currently maintain twenty-three branch offices and five LPOs. We believe that our market coverage complements our multi-ethnic small business focus. We intend to be cautious about our growth strategy in future years regarding opening of additional branches and LPOs. We expect to continue implementing our growth strategy using planning and market analysis, and as our needs and resources permit.

        In December 2002, the Bank issued $10 million of the 2002 Junior Subordinated Debentures. Subsequently, the Company, as a wholly-owned subsidiary in 2003 and as a parent company of the Bank in 2005 and 2007, issued a total of $77,321,000 of Junior Subordinated Debentures in connection with a $75,000,000 trust preferred securities issuance by statutory trusts wholly-owned by the Company. We believe that the supplemental capital raised in connection with the issuance of these debentures allowed us to achieve and maintain our status as a well-capitalized institution and sustained our continued loan growth.

        In December 2008, we issued 62,158 shares of newly designated Series A Preferred Stock, each with a stated liquidation amount of $1,000 per share, and an attached warrant exercisable initially for 949,460 shares of our common stock, with an exercise price of $9.82 per share, to the U.S. Treasury in exchange for the U.S. Treasury's $62.2 million investment in the TARP Capital Purchase Program. This additional capital infusion from the United States government further strengthened our capital ratios, allowing us to continue to assist the financial markets with much needed liquidity via careful lending to qualified borrowers.

        As evidenced by our past several years of operations, we have experienced significant balance sheet growth. We have implemented a strategy of building our core banking foundation by focusing on commercial loans and business transaction accounts. Our management believes that this strategy has created recurring revenue streams, diversified our product portfolio and enhanced shareholder value.

2009 Key Performance Indicators

        We believe the following were key indicators of our performance for our operations during 2009:

•

Our total assets grew to $3.44 billion at the end of 2009, or an increase of 40.2% from $2.45 billion at the end of 2008.

•

Our total deposits grew to $2.83 billion at the end of 2009, or an increase of 56.0% from $1.81 billion at the end of 2008.

49

•

Our total loans grew to $2.43 billion at the end of 2009, or an increase of 18.3% from $2.05 billion at the end of 2008.

•

Total net interest income increased to $99.5 million in 2009, or an increase of 20.4% from $82.6 million in 2008. The increase in net interest income was a result of decrease in deposit, FHLB advances, and other borrowing expenses.

•

Total noninterest income increased to $57.3 million in 2009, or an increase of 177.6% from $20.6 million in 2008. A large portion of the increase is attributable to a gain of $21.7 million as a result of the Mirae Bank acquisition. However, not including the gain from the acquisition, noninterest income increased by 72.6% due to increases in gains that resulted from the sales of securities and loans.

•

Total noninterest expense increased to $57.4 million in 2009 or 18.5% from $48.4 million in 2008. The increase is mainly due to an increase in our FDIC deposit insurance premium, premise expense, and other expenses as a result of our growth. Nonetheless, due to our continuous efforts in minimizing operating expenses, noninterest expenses as a percentage of average assets were lowered to 1.9% in 2009 from 2.1% in 2008.

•

Our efficiency ratio (the ratio of noninterest expense to the sum of net interest income before provision for losses on loans and loan commitments and total noninterest income) improved by over 10%, decreasing to 36.6% at 2009, compared to an efficiency ratio of 46.9% for the 2008.

        Net income available for common shareholders for 2009 decreased to $16.5 million or $0.56 per diluted common share, as compared with $26.3 million, or $0.90 per diluted common share in 2008. The decrease in net income is primarily attributable to higher than expected provisions for losses on loans and loan commitments in 2009. Compared to 2008, provisions increased by $56.5 million to $68.6 million in 2009. The increase in provisions for losses on loans and loan commitments is a result of credit quality issues and management's proactive stance to address these credit concerns as quickly as possible through sales, charge-offs, modifications, and resolutions with customers.

2010 Outlook

        Although the economic indicators point towards modest growth and economic expansion in 2010, we will continue to take a cautious approach on our outlook for 2010. As a result of downturns in the commercial and residential real estate market, assets quality on CRE loans contributed to our higher delinquency and non-accrual rates in 2009. We expect this trend to continue in 2010. However, management has taken proactive approach by acquiring updated appraisals on CRE loan collateral and stress testing CRE loans during 2009. We believe the commercial real estate market may face increased deterioration, although not at the level experienced in 2008 and 2009.

        On a micro economic level within our own business, we plan to continue to focus on management of our net interest margin and the resolution of credit issues. Notwithstanding the overall national economy, we believe that there will be slower but continual economic growth in our niche market areas, which includes the Korean-American business sectors located in Southern California, Texas, New Jersey, and the greater New York City metropolitan area. We expect that this growth will be mainly attributable to an anticipated capital influx from the Republic of Korea because of the successful passage of the Republic of Korea—United States Free Trade Agreement in October 2008, and admission of Korea into the United States' Visa Waiver Program in November 2008. Accordingly, we therefore believe that we will continue to grow, but assume that such growth will be at a more controlled pace than we have experienced in the past. The reduction in our growth rate is expected to result in a healthier balance sheet, as we expect to see fewer non-performing loans. Hence, our asset base is expected to be of better quality with more core-deposits than we experienced in 2009.

50

        We will continue to consider opportunities for growth in our existing markets, as well as opportunities to expand into new markets through de novo branching and regional LPOs. One of our strategies for growth in the futures lies with the East Coast branches. We continue to experience steady growth in this region and we believe that the East Coast will be a critical part of our planned expansion strategy, especially in the East Coast market of the U.S. because of its high level of small business activity and diverse population. In addition, we will continue to focus on streamlining our operations so that our expenses do not outpace the overall growth of our business.

Critical Accounting Policies

        The discussion and analysis of our financial condition and results of operations is based upon our financial statements, and has been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

        Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions, and other subjective assessments. In particular, we have identified several accounting policies that, due to judgments, estimates, and assumptions inherent in those policies are critical to an understanding of our consolidated financial statements. These policies relate to the classification and valuation of investment securities, the methodologies that determine our allowance for loan losses, the treatment of non-accrual loans, the valuation of properties acquired through foreclosure, the valuation of retained interests and mortgage servicing assets related to the sales of SBA loans, and the treatment and valuation of stock-based compensation and business combination. In each area, we have identified the variables most important in the estimation process. We have used the best information available to make the estimates necessary to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables could change future valuation and impact net income.

Investment Securities

        Our investment policy seeks to provide and maintain liquidity, and to produce favorable returns on investments without incurring unnecessary interest rate or credit risk, while complementing our lending activities. Our investment securities portfolio is subject to interest rate risk. Fluctuations in interest rates may cause actual prepayments to vary from the estimated prepayments over the life of a security. This may result in adjustments to the amortization of premiums or accretion of discounts related to these instruments, consequently changing the net yield on such securities. Reinvestment risk is also associated with the cash flows from such securities. The unrealized gain/loss on such securities may also be adversely impacted by changes in interest rates.

        Under ASC 320-10, formerly (SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities), investment securities that management has the positive intent and ability to hold to maturity are classified as "held-to-maturity" and recorded at amortized cost. Securities not classified as held-to-maturity or trading, with readily determinable fair values, are classified as "available-for-sale" and recorded at fair value. Purchase premiums and discounts are recognized in interest income using the interest method over the estimated lives of the securities.

        The classification and accounting for investment securities are discussed in detail in Notes 1 and 4 of the consolidated financial statements presented elsewhere in this report Under ASC 320-10, Accounting for Certain Investments in Debt and Equity Securities, investment securities generally must be classified as held-to-maturity, available-for-sale, or trading. The appropriate classification is based

51

partially on our ability to hold the securities to maturity and largely on management's intentions with respect to either holding or selling the securities. The classification of investment securities is significant since it directly impacts the accounting for unrealized gains and losses on securities. Unrealized gains and losses on trading securities flow directly through earnings during the periods in which they arise. Investment securities that are classified as held-to-maturity are recorded at amortized cost. Unrealized gains and losses on available-for-sale securities are recorded as a separate component of shareholders' equity (accumulated other comprehensive income or loss) and do not affect earnings until realized or are deemed to be other-than-temporarily impaired. The fair values of investment securities are generally determined by reference to market prices obtained from an independent external pricing service provider. In obtaining such valuation information from third parties, we have evaluated the methodologies used to develop the resulting fair values. We perform an analysis on the broker quotes received from third parties to ensure that the prices represent a reasonable estimate of the fair value. The procedures include, but are not limited to, initial and on-going review of third party pricing methodologies, review of pricing trends, and monitoring of trading volumes. We ensure whether prices received from independent brokers represent a reasonable estimate of fair value through the use of internal and external cash flow models developed based on spreads, and when available, market indices. As a result of this analysis, if we determine there is a more appropriate fair value based upon the available market data, the price received from the third party is adjusted accordingly. Prices from third party pricing services are often unavailable for securities that are rarely traded or are traded only in privately negotiated transactions. As a result, certain securities are priced via independent broker quotations which utilize inputs that may be difficult to corroborate with observable market based data. Additionally, the majority of these independent broker quotations are non-binding.

        We are obligated to assess, at each reporting date, whether there is an other than temporary impairment to our investment securities. Impairments related to credit issued must be recognized in current earnings rather than in other comprehensive income. The determination of other-than-temporary impairment is a subjective process, requiring the use of judgment and assumptions. We examine all individual securities that are in an unrealized loss position at each reporting date for other-than-temporary impairment. Specific investment-related factors we examine to assess impairment include the nature of the investment, severity and duration of the loss, the probability that we will be unable to collect all amounts due, and analysis of the issuers of the securities and whether there has been any cause for default on the securities and any change in the rating of the securities by the various rating agencies. Additionally, we evaluate whether the creditworthiness of the issuer calls the realization of contractual cash flows into question. We reexamine the financial resources, intent, and the overall ability of the Company to hold the securities until their fair values recover. Management does not believe that there are any investment securities, other than those identified in the current and previous periods, which are deemed to be other-than-temporarily impaired as of December 31, 2009. Investment securities are discussed in more detail in Note 1 and 4 of our consolidated financial statements presented later in this report.

        As required under Financial Accounting Standards Board ("FASB") ASC 320-10 which was previously Emerging Issues Task Force ("EITF") 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interest in Securitized Financial Assets, and EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20, we consider all available information relevant to the collectability of the security, including information about past events, current conditions, and reasonable and supportable forecasts, when developing the estimate of future cash flows and making its other-than-temporary impairment assessment for our portfolio of residual securities and pooled trust preferred securities. We consider factors such as remaining payment terms of the security, prepayment speeds, the financial condition of the issuer(s), expected defaults, and the value of any underlying collateral.

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        As of December 31, 2009 and December 31, 2008, no investment securities were determined to have any other-than-temporary impairment. The unrealized losses on our government sponsored enterprises ("GSE") bonds, collateralized mortgage obligations ("CMOs"), and mortgage-backed securities ("MBS") are attributable to both changes in interest rates and a repricing risk in the market. All GSE bonds, GSE CMO, and GSE MBS securities are backed by U.S. Government Sponsored and Federal Agencies and therefore rated "AAA." We have no exposure to the "Subprime Market" in the form of Asset Backed Securities ("ABS") and Collateralized Debt Obligations ("CDOs") that had previously been rated "AAA" but have since been downgraded to below investment grade. We have the intent and ability to hold the securities in an unrealized loss position at December 31, 2009 and 2008 until the market value recovers or the securities mature.

        Municipal bonds and corporate bonds are evaluated by reviewing the creditworthiness of the issuer and general market conditions. The unrealized losses on our investment in municipal and corporate securities were primarily attributable to both changes in interest rates and a repricing risk in the market. We have the intent and ability to hold the securities in an unrealized loss position at December 31, 2009 and 2008 until the market value recovers or the securities mature.

Small Business Administration Loans

        Certain SBA loans that may be sold prior to maturity have been designated as held for sale at origination and are recorded at the lower of cost or market value, determined on an aggregate basis. A valuation allowance is established if the market value of such loans is lower than their cost, and operations are charged or credited for valuation adjustments. When we sell a loan, we usually sell the guaranteed portion of the loan and retain the non-guaranteed portion. We receive sales proceeds from: (i) the guaranteed principal of the loan, (ii) the deferred premium for the difference between the book value of the retained portion and the fair value allocated to the retained portion, and (iii) the loan excess servicing fee ("ESF"). At the time of sale, the deferred premium, which is amortized over the remaining life of the loan as an adjustment to yield, is recorded for the difference between the book value and the fair value allocated to the retained portion. The sales gain is recognized from the difference between the proceeds and the book value allocated to the sold portion.

        We allocate the book value of the related loans among three portions on the basis of their relative fair value: (i) the sold portion, (ii) the retained portion, and (iii) the ESF. We estimate the fair value of each portion based on the following. The amount received for the sale represents the fair value of the sold portion. The fair value of the retained portion is computed by discounting its future cash flows over the estimated life of the loan. We calculate the fair value of the ESF for the loan from the cash in-flow of the net servicing fee over the estimated life of the loan, discounted at an above average discount rate and a range of constant prepayment rates of the related loans.

        We capitalize the fair value allocated to ESF in two categories: (i) intangible servicing assets (the contracted servicing fee less normal servicing costs), and (ii) interest-only strip, or "I/O strip," receivables (excess of ESF over the contracted servicing fee). The servicing asset is recorded based on the present value of the contractually specified servicing fee, net of servicing cost, over the estimated life of the loan, with an average discount rate and a range of constant prepayment rates of the related loans. Prior to December 31, 2006, the servicing asset was amortized in proportion to and over the period of estimated servicing income. For purposes of measuring impairment, the servicing assets are stratified by collateral types. Management periodically evaluates the fair value of servicing assets for impairment. A valuation allowance is recorded when the fair value is below the carrying amount and a recovery of the valuation allowance is recorded when its fair value exceeds the carrying amount. However, a reversal may not exceed the original valuation allowance recorded. On January 1, 2007, we adopted ASC 860-50 (formerly SFAS No. 156, Accounting for Servicing of Financial Assets), and selected a fair value measurement method to measure our servicing assets and liabilities and recognized a onetime increase in their fair value of $80,000, net of tax effects. Any subsequent increase or decrease

53

in fair value of servicing assets and liabilities is to be included in our current earnings in the statement of operations. An interest-only strip is recorded based on the present value of the excess of future interest income, over the contractually specified servicing fee, calculated using the same assumptions as noted above. Interest-only strips are accounted for at their estimated fair value, with unrealized gains recorded as an adjustment in accumulated other comprehensive income in shareholders' equity. If the estimated fair value is less than its carrying value, the loss is considered as other-than-temporary impairment and it is charged to the current earnings.

Allowance for Loan Losses

        Accounting for the allowance for loan losses involves significant judgment and assumptions by management and is based on historical data and management's view of the current economic environment. At least on a quarterly basis, our management reviews the methodology and adequacy of the allowance for loan losses and reports its assessment to the Board of Directors for its review and approval.

        We base our allowance for loan losses on an estimate of probable losses inherent in our loan portfolio. Our methodology for assessing loan loss allowances is intended to reduce the differences between estimated and actual losses and involves a detailed analysis of our loan portfolio in three phases:

•

the specific review of individual loans in accordance with ASC 310-10 (formerly Statement of Financial Accounting Standards (SFAS) No.114, Accounting by Creditors for Impairment of a Loan),

•

the segmenting and reviewing of loan pools with similar characteristics in accordance with ASC 450-10 (SFAS No. 5, Accounting for Contingencies), and

•

our judgmental estimate based on various qualitative factors.

        The first phase of our allowance analysis involves the specific review of individual loans to identify and measure impairment. At this phase, we evaluate each loan except for homogeneous loans, such as automobile loans and home mortgages. Specific risk-rated loans are deemed impaired with respect to all amounts, including principal and interest, which will likely not be collected in accordance with the contractual terms of the related loan agreement. Impairment for commercial and real estate loans is measured either based on the present value of the loan's expected future cash flows or, if collection on the loan is collateral dependent, the estimated fair value of the collateral, less selling and holding costs.

        The second phase involves segmenting the remainder of the risk-rated loan portfolio into groups or pools of loans, together with loans with similar characteristics for evaluation in accordance with ASC 450-10. We perform loss migration analysis and calculate the loss migration ratio for each loan pool based on its historical net losses and benchmark it against the levels of other peer banks.

        In the third phase, we consider relevant internal and external factors that may affect the collectability of a loan portfolio and each group of loan pools. As a general rule, the factors listed below will be considered to have no impact to our loss migration analysis. However, if information exists to warrant adjustment to the loss migration ratios, the changes will be made in accordance with the established parameters and supported by narrative and/or statistical analysis. We use a credit risk matrix to determine the impact to the loss migration analysis. This matrix enables management to adjust the general allocation based on the loss migration ratio. The factors currently considered are, but are not limited to: concentration of credit, delinquency trend, nature and volume of loan trend, non-accrual and problem loan trends, loss and recovery trend, quality loan review, lending and management staff, lending policies and procedures, and external factors such as changes in legal and regulatory requirements, on the level of estimated credit losses in the current portfolio. For all factors, the extent of the adjustment will be commensurate with the severity of the conditions that concern each

54

factor. The evaluation of the inherent loss with respect to these factors is subject to a higher degree of uncertainty because they are not identified with specific problem credits or portfolio components.

        Central to our credit risk management and our assessment of appropriate loss allowance is our loan risk rating system. Under this system, the originating credit officer assigns borrowers an initial risk rating based on a thorough analysis of each borrower's financial capacity in conjunction with industry and economic trends. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior line and credit administration personnel. Credits are monitored by line and credit administration personnel for deterioration in a borrower's financial condition which may impact the ability of the borrower to perform under the contract. Although management has allocated a portion of the allowance to specific loans, specific loan pools, including off-balance sheet credit exposures which are reported separately as part of other liabilities, the adequacy of the allowance is considered in its entirety.

Non-Accrual Loan Policy

        Interest on loans is credited to income as earned and is accrued only if deemed collectible. Accrual of interest is discontinued when a loan is over 90 days delinquent unless management believes the loan is adequately collateralized and in the process of collection. Generally, payments received on nonaccrual loans are recorded as principal reductions. Interest income is recognized after all principal has been repaid or an improvement in the condition of the loan has occurred that would warrant resumption of interest accruals.

Other Real Estate Owned

        Other real estate owned ("OREO"), which represents real estate acquired through foreclosure, or deed in lieu of foreclosure in satisfaction of commercial and real estate loans, is carried at the estimated fair value less the selling costs of the real estate. The fair value of the property is based upon a current appraisal. The difference between the fair value of the real estate collateral and the loan balance at the time of transfer is recorded as a loan charge-off if fair value is lower than the loan balance. Subsequent to foreclosure, management periodically performs valuations and the OREO property is carried at the lower of carrying value or fair value, less cost to sell. The determination of a property's estimated fair value incorporates (i) revenues projected to be realized from disposal of the property, (ii) construction and renovation costs, (iii) marketing and transaction costs, and (iv) holding costs (e.g., property taxes, insurance and homeowners' association dues). Any subsequent declines in the fair value of the OREO property after the date of transfer are recorded through a write-down of the asset. Any subsequent operating expenses or income, reduction in estimated fair values, and gains or losses on disposition of such properties are charged or credited to current operations.

Bank Owned Life Insurance ("BOLI") Obligation

        Under ASC 715-60-35 (formerly EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements), an employer is required to recognize obligations associated with endorsement split-dollar life insurance arrangements that extend into the participant's post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. ASC 715-60-35 is effective as of the beginning of the entity's first fiscal year after December 15, 2007. We adopted ASC 715-60-35 on January 1, 2008 using the latter option based on the future death benefit. Upon this adoption, we recognized increases in the liability for unrecognized post-retirement obligations of $806,000 and $1,070,000 for directors and officers, respectively, as a cumulative adjustment to our current year's beginning equity. During the year of 2008, the increases in BOLI expense and liability related to the adoption of ASC 715-60-35 was $144,000, which was included as

55

part of the other expenses and other liabilities balances in the consolidated financial statements. BOLI expenses and liability related to the adoption of ASC 715-60-35 for 2009 amounted to $870,000.

Goodwill and Intangible Assets

        We recognized goodwill and intangible assets in connection with the acquisition of Liberty Bank of New York, and from the Mirae Bank acquisition. As of December 31, 2009 goodwill stood unchanged from the previous year at $6.7 million, all of which is related to the Liberty Bank acquisition located in the East Coast. $1.6 million and $1.3 million, respectively, in core deposits intangibles were recorded as a result of the Liberty Bank and Mirae Bank acquisition. Core deposit intangibles had cost bases of $1.0 million each related to the Liberty Bank and Mirae Bank transaction.

        In accordance with ASC 350-20 (previously SFAS No. 142, Goodwill and Other Intangible Assets), goodwill is no longer amortized, but rather is subject to impairment testing at least annually. Our impairment analysis of goodwill is calculated in accordance with ASC 820 using a combination of the "Market Approach" and "Income Approach" and is discussed in more detail in Note 15. We tested goodwill for impairment as of December 31, 2009 and found no impairment adjustment was needed.

Income Taxes

        We accounted for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enacted date.

        We record net tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event we determine that we would be able to realize deferred income tax assets in the future in excess of the net recorded amount, we would make an adjustment to reduce the current period provision for income taxes.

        Our effective tax rates were often lower than the statutory rates. This was mainly due to state tax benefits derived from doing business in an enterprise zone and tax preferential treatment for our ownership of BOLI and low income housing tax credit funds.

        In 2007, we adopted the provision of FASB ASC 740-10-25 (formerly Financial Interpretation No. ("FIN") 48), Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, which is now codification reference 740-10, Income Taxes. ASC 740-10-25 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. As a result of the implementation of the Interpretation, the Company recognized an increase in the liability for unrecognized tax benefit of $123,000 and no related interest. As of December 31, 2009, the total unrecognized tax benefit that would affect the effective rate if recognized was $259,000, and related interest was $19,000.

56

Stock-Based Compensation

        We issued stock-based compensation to certain employees, officers, and directors. On January 1, 2006, we adopted ASC 718-10 (formerly SFAS 123R, Share-Based Payment), for stock based compensation. ASC 718-10 allows for two alternative transition methods. We follow the modified prospective method, which requires application of the new Statement to new awards and to awards modified, repurchased, or cancelled after the required effective date. Accordingly, prior period amounts have not been restated. Additionally, compensation costs for the portion of awards for which the requisite service has not been rendered that are outstanding as of January 1, 2006 are recognized as the requisite services are rendered on or after January 1, 2006. The compensation cost of that portion of awards is based on the grant-date fair value of those awards.

SBA Guaranteed Loan Sales

        In December 2009, FASB issued Accounting Standards Update "ASU" 2009-16 Accounting for Transfers of Financial Assets, to codify FASB 166. Statement 166 is revision to Statement No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. Codified at ASC 860-20, the guidance requires more information about transfer of financial assets, including securitization transactions and where companies have continuing exposure to the risks related to transferred financial assets. The statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance and cash flows, and a transferor's continuing involvement, if any, in transferred financial assets.

        As of January 1, 2010 (implantation date), the guidance has changed the Company's categorization of SBA guaranteed portions of loans sold to third parties purchasers. Due to the following recourse provisions, sales accounting will not be applied to these transactions:

1.

If borrower makes the first three payments required by the note after the warranty date (the date the agreement is settled by the Bank and Registered Holder through FTA) in which they are due and the payments are the full amounts required by the note, the Bank has no liability to refund the premium.



2.

If the borrower prepays the loan for any reason within the 90 days of the warranty date, the Bank must refund any premium received.



3.

If the Bank fails to make the first three monthly payments due after the warranty date and the borrower enters uncured default within 275 calendar days from the warranty date, the Bank shall refund any premium received. Borrower payments must be received by the Bank in the month in which they are due and must be full payments as defined in the Borrower's note.

If a transfer of a portion of a loan does not meet the participation definition, the transfer is treated as a secured borrowing with a pledge of collateral. Prior to the issuance of this statement, SBA guaranteed portions sold to third parties were treated as loans before and after the sale of the loan as sales accounting treatment was applied. However under the new guidance, we now classify SBA guaranteed portions of loans as secured borrowings. As a result of the new guidance, the recognition of gain on sale of SBA guaranteed loans will be delayed by at least 90 days until the recourse provision expires, and during that period, the loan balances will be grossed-up and payment received will be accounted for as secured borrowings.

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Results of Operations

Net Interest Income and Net Interest Margin

        Our primary source of revenue is net interest income, which is the difference between interest and fees derived from earning assets and interest paid on liabilities obtained to fund those assets. Our net interest income is affected by changes in the level and mix of interest-earning assets and interest-bearing liabilities, referred to as volume changes. Our net interest income is also affected by changes in the yields earned on assets and rates paid on liabilities, referred to as rate changes. Interest rates charged on our loans are affected principally by the demand for such loans, the supply of money available for lending purposes, and competitive factors. Those factors are, in turn, affected by general economic conditions and other factors beyond our control, such as federal economic policies, the general supply of money in the economy, legislative tax policies, the governmental budgetary matters, and the actions of the Federal Reserve Board.

        Our average net loans were $2.22 billion in 2009, as compared with $1.93 billion in 2008 and $1.65 billion in 2007, representing similar increases of 14.8% in 2009 and 17.2% 2008, respectively, from each of the prior annual periods. Average interest-earning assets were $2.78 billion in 2009, as compared with $2.17 billion in 2008 and $1.90 billion in 2007, representing increases of 28.0% and 14.3% in 2009 and 2008, respectively, from each of the prior annual periods. Our average interest-bearing deposits also increased by 35.7% to $2.0 billion in 2009, as compared with $1.45 billion in 2008, after increasing 1.8% in 2008 from $1.42 billion in 2007. Together with other borrowings (see "Financial Condition-Deposits and Other Sources of Funds" below), average interest-bearing liabilities increased by 29.7% to $2.36 billion in 2009, as compared with $1.82 billion in 2008, after increasing by 17.9% in 2008 from $1.54 billion in 2007.

        The Federal Reserve Board's rate decreases in 2008 resulted in a decrease in our average yield on interest-earning assets to 6.84% in 2008 from 8.29% in 2007. Since the last rate reduction on December 16, 2008, the current federal funds rate has been 0.00% to 0.25%, an unprecedentedly low level and has remained without change throughout 2009. Accordingly, the average yield on interest-earning assets again decreased to 5.72% in 2009. During the same time periods, the rates for deposits in our local markets remained competitive, which required us to closely monitor our cost of funds so that it would be in line with our yield on assets. Our average yield on interest earning assets decreased 112 basis points to 5.72% in 2009 from 6.84% in 2008 and 8.29% in 2007. However, due to balance increases in CRE loans and securities, interest income increased 6.5% to $158.3 million in 2009, compared to $148.6 million in 2008. Interest expense meanwhile, decreased 10.8% to $58.9 million in 2009, as compared with $66.0 million in 2008. In 2008, interest income contracted 5.7% to $148.6, as compared with $157.6 million in 2007. Interest expense experienced a larger decrease to $66.0 million or -7.9% in 2008 from $76.3 million in 2007.

        The combined result of our growth particularly in core deposits, and careful monitoring efforts with respect to cost of funds resulted in an increase in our net interest income. Net interest income before provision for losses on loan and loan commitments increased 20.4%, or $16.8 million, to $99.5 million in 2009, following an increase of 1.6%, or $1.3 million in 2008 to $82.6 million from $81.4 million in 2007. As a result of our lowered cost of funds in 2009, our net interest spread slightly increased from 3.21% in 2008 to 3.22% in 2009, but was still down from 3.35% in 2007. Net interest margin continued to deteriorate in 2009 decreasing to 3.60% compared to 3.81% in 2008 and 4.28% in 2007.

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        The following table sets forth, for the periods indicated, our average balances of assets, liabilities and shareholders' equity, in addition to the major components of net interest income and net interest margin:

Distribution, Yield, and Rate Analysis of Net Income

(Dollars in Thousands)

			For the Years Ended December 31,
			2009							2008							2007
			Average Balance		Interest Income/ Expense		Average Rate/ Yield			Average Balance		Interest Income/ Expense		Average Rate/ Yield			Average Balance		Interest Income/ Expense		Average Rate/ Yield
Assets:
Earning assets:
	Net loans(1)		$	2,219,675	$	139,295		6.28	%	$	1,933,048	$	137,630		7.12	%	$	1,649,130	$	144,740		8.78	%
	Securities of government sponsored enterprises			393,419		15,029		3.82	%		212,126		10,035		4.73	%		173,581		8,765		5.05	%
	Other investment securities(2)			35,786		1,544		6.29	%		15,355		714		5.70	%		25,392		1,210		4.77	%
	Federal funds sold			133,811		2,486		1.86	%		13,262		254		1.91	%		54,026		2,921		5.41	%
Total interest-earning assets				2,782,691		158,354		5.72	%		2,173,791		148,633		6.84	%		1,902,129		157,636		8.29	%
Total noninterest-earning assets				204,674							157,238							147,205
		Total assets	$	2,987,365						$	2,331,029						$	2,049,334
Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
	Money market deposits		$	584,054	$	13,842		2.37	%	$	402,323	$	13,147		3.27	%	$	445,130	$	20,090		4.51	%
	Super NOW deposits			20,546		177		0.86	%		21,290		286		1.34	%		22,511		297		1.32	%
	Savings deposits			55,639		1,932		3.47	%		38,250		1,297		3.39	%		29,816		710		2.38	%
	Time deposits of $100,000 or more			944,012		23,145		2.45	%		797,404		29,840		3.74	%		776,697		40,516		5.22	%
	Other time deposits			357,590		9,594		2.68	%		186,639		7,342		3.93	%		146,837		7,153		4.87	%
	FHLB borrowings and other borrowings			312,009		7,073		2.27	%		287,566		9,287		3.23	%		49,407		2,067		4.18	%
	Junior subordinated debenture			87,321		3,128		3.58	%		87,321		4,815		5,51	%		73,904		5,453		7.38	%
Total interest-bearing liabilities				2,361,171		58,891		2.50	%		1,820,793		66,014		3.63	%		1,544,302		76,286		4.94	%
Noninterest-bearing liabilities:
	Noninterest-bearing deposits			333,568							298,163							315,177
	Other liabilities			21,429							24,833							25,718
Total noninterest-bearing liabilities				354,997							322,996							340,895
Shareholders' equity				271,197							187,240							164,137
		Total liabilities and shareholders' equity	$	2,987,365						$	2,331,029						$	2,049,334
Net interest income					$	99,463						$	82,619						$	81,350
Net interest spread(3)								3.22	%						3.21	%						3.35	%
Net interest margin(4)								3.60	%						3.81	%						4.28	%

⁽¹⁾

Net loan fees have been included in the calculation of interest income. Net loan fees were approximately $2,692,000, $4,155,000, and $6,692,000 for the years ended December 31, 2009, 2008, and 2007, respectively. Loans are net of the allowance for loan losses, deferred fees, unearned income, and related direct costs, but include loans placed on non-accrual status.

⁽²⁾

Represents tax equivalent yields, non-tax equivalent yields for 2009, 2008, and 2007 were 4.32%, 4.65%, and 4.77%, respectively.

⁽³⁾

Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

⁽⁴⁾

Represents net interest income as a percentage of average interest-earning assets.

        The following table sets forth, for the periods indicated, the dollar amount of changes in interest earned and paid for interest-earning assets and interest-bearing liabilities and the amount of change attributable to changes in average daily balances (volume) or changes in average daily interest rates (rate). All yields were calculated without the consideration of tax effects, if any, and the variances

59

attributable to both the volume and rate changes have been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amount of the changes in each:

Rate/Volume Analysis of Net Interest Income

(Dollars in Thousands)

		For the Year Ended December 31, 2009 vs. 2008 Increases (Decreases) Due to Change In									For the Year Ended December 31, 2008 vs. 2007 Increases (Decreases) Due to Change In
		Volume			Rate			Total			Volume			Rate			Total
Interest income:
Net loans(1)		$	19,062		$	(17,397	)	$	1,665		$	22,675		$	(29,785	)	$	(7,110	)
Securities of government sponsored enterprises			7,229			(2,235	)		4,994			1,851			(581	)		1,270
Other Investment securities			885			(55	)		830			(467	)		(29	)		(496	)
Federal funds sold			2,240			(8	)		2,232			(1,437	)		(1,230	)		(2,667	)
Interest-earning deposits			—			—			—			—			—			—
	Total interest income		29,416			(19,695	)		9,721			22,622			(31,625	)		(9,003	)
Interest expense:
Money market deposits			4,924			(4,229	)		695			(1,794	)		(5,149	)		(6,943	)
Super NOW deposits			(10	)		(99	)		(109	)		(16	)		5			(11	)
Savings deposits			602			33			635			235			352			587
Time deposit of $100,000 or more			4,829			(11,524	)		(6,695	)		1,054			(11,730	)		(10,676	)
Other time deposits			5,138			(2,886	)		2,252			1,721			(1,532	)		189
FHLB borrowings and other borrowings			737			(2,951	)		(2,214	)		7,793			(573	)		7,220
Junior subordinated debenture			—			(1,687	)		(1,687	)		886			(1,524	)		(638	)
	Total interest expense		16,220			(23,343	)		(7,123	)		9,879			(20,151	)		(10,272	)
Change in net interest income		$	13,196		$	3,648		$	16,884		$	12,743		$	(11,474	)	$	1,269

⁽¹⁾

Net loan fees have been included in the calculation of interest income. Net loan fees were approximately $2,692,000, $4,155,000, and $6,692,000 for the years ended December 31, 2009, 2008, and 2007, respectively. Loans are net of the allowance for loan losses, deferred fees, unearned income, and related direct costs, but include those placed on non-accrual status.

Provision for Loan Losses and Provision for Loan Commitments

        In anticipation of credit risks inherent in our lending business and the recent ongoing financial crisis, we set aside allowances through charges to earnings. Such charges were made not only for our outstanding loan portfolio, but also for off-balance sheet items, such as commitments to extend credits or letters of credit. The charges made for our outstanding loan portfolio were credited to allowance for loan losses, whereas charges for off-balance sheet items were credited to the reserve for off-balance sheet items, which are presented as a component of other liabilities.

        Although we have enhanced our stringent loan underwriting standards and proactive credit follow-up procedures, we experienced a substantial increase of the provision for loan losses because of a weak economy, the continued decline in the real estate market, and increases in loan defaults and foreclosures. Due to aggressive resolution of problem loans through reserves and charge-offs in 2009, our provision for loan losses increased 466.5% to $68.6 million in 2009 from $12.1 million in 2008. The increases in our provisions were primarily to keep pace with the continued growth of our loan portfolio

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and an increase of non-performing loans (see "Nonperforming Assets" below for further discussion). The $68.6 million provision in 2009 was net of provision of $1.3 million to the reserve for loan commitments, while the $12.1 million and $15.0 million provisions in 2008 and 2007 included $755,000 in recoveries and $1.1 million in provisions to the reserve for loan commitments, respectively. The procedures for monitoring the adequacy of the allowance for loan losses, as well as detailed information concerning the allowance itself, are described in the section entitled "Allowance for Loan Losses and Loan Commitments" below.

Noninterest Income

        Total noninterest income increased to $57.3 million in 2009, as compared with $20.6 million and $22.6 million in 2008 and 2007, respectively. Noninterest income was 1.9% of average assets in 2009, an increased from 0.9% and 1.1% in 2008 and 2007, respectively. We currently earn noninterest income from various sources, including an income stream provided by bank owned life insurance, or BOLI, in the form of an increase in cash surrender value.

        The following table sets forth the various components of our noninterest income for the periods indicated:

Noninterest Income

(Dollars in Thousands)

		2009					2008					2007
For the Years Ended December 31,		(Amount)		(%)			(Amount)		(%)			(Amount)		(%)
Gain from acquisition of Mirae Bank		$	21,679		37.8	%	$	—		0.0	%	$	—		0.0	%
Service charges on deposit accounts			12,738		22.2	%		11,964		58.0	%		9,781		43.3	%
Gain on sale of securities			11,158		19.5	%		3		0.0	%		42		0.2	%
Loan-related servicing fees			3,703		6.5	%		3,174		15.4	%		2,133		9.4	%
Gain on sale of loans			3,694		6.4	%		2,186		10.6	%		7,502		33.2	%
Income from other earning assets			833		1.5	%		1,248		6.0	%		1,148		5.1	%
Other income			3,511		6.1	%		2,071		10.0	%		1,978		8.8	%
	Total	$	57,316		100.0	%	$	20,646		100.0	%	$	22,584		100.0	%
Average assets		$	2,987,365				$	2,331,029				$	2,049,334
Noninterest income as a % of average assets					1.9	%				0.9	%				1.1	%

        Our largest source of noninterest income in 2009 was the gain relating to the acquisition of Mirae Bank, which represented 37.8% of total noninterest income. There were no gains on acquisition recorded in 2006 or 2007. The $21.7 million acquisition gain was recorded as a bargain purchase gain which resulted from the difference between the total fair value of assets acquired in the amount of $395.6 million, less $373.9 million in fair value of liabilities acquired from the second quarter acquisition of Mirae Bank.

        Our services charges on deposits accounted for 22.2% of total noninterest income, which was the second largest portion of noninterest income and increased to $12.7 million in 2009, as compared with $12.0 million and $9.8 million in 2008 and 2007, respectively. The increase in services charges on deposits was primarily due to deposit growth, specifically growth in transaction accounts during 2009. We constantly review service charge rates to maximize service charge income while maintaining a competitive edge in our markets.

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        Our liquidity position continued to remain strong as a result of large increases in core deposits in 2009. This allowed us to profit from gains on the sale of securities. Gains from security sales totaled $11.2 million in 2009, our third largest source of noninterest income at 19.5%. The $11.2 million in securities gains in 2009 was a large increase compared to $3,000 and $42,000 in 2008 and 2007, respectively. The market value of securities have increased in contrast to what we experience in 2007 and 2008 due to decreased volatility in markets, changes in the yield curve, and contraction of interest rates spreads on securities owned by the Bank.

        Our fourth largest source of noninterest income was loan-related servicing fees, which represented approximately 6.5% of our total noninterest income. This fee income consists of trade-financing fees and servicing fees on SBA loans sold. With the expansion of our trade-financing activities and the growth of our servicing loan portfolio, fee income has generally increased. In 2009, loan-related servicing fees increased to $3.7 million, as compared with $3.2 million in 2008 and $2.1 million in 2007. The servicing fee income on sold loans is credited when we collect the monthly payments on the sold loans we are servicing and charged by the monthly amortization of servicing rights and interest only, or I/O strips that we originally capitalized upon sale of the related loans. Such servicing rights and I/O strips are also charged against the loan service fee income account when the sold loans are paid off.

        Gain on sale of loans, representing approximately 6.4% of our total noninterest income in 2009 was our next largest source of noninterest income. Having decreased to $2.2 million in 2008 from $7.5 million and in 2007, gain on sale of loans figures increased to $3.7 million in 2009. This noninterest income is derived primarily from the sale of the guaranteed portion of SBA loans. We sell the guaranteed portion of SBA loans in the secondary market for government securities and retain the associated servicing rights. Due to the weakened economy and ongoing financial crisis, our SBA loan production levels decreased to $51.5 million in 2009 as compared with $63.3 million and $139.5 million in 2008 and 2007, respectively. Gains from the sale of guaranteed portions of SBA loans were $3.9 million at the end of 2009 and $2.2 million at 2008, and $5.9 million at 2007. There were no gain from unguaranteed portions sold in 2009 and 2008, compared to $1.5 million recorded in 2007. A loss on loan sales amounting to $206,000 was also recorded in 2009, there were no losses on loan sales prior to 2009. The large decreased premiums paid for SBA guaranteed portions from 2007 to 2008, resulted in a lowered sales volumes and market illiquidity. However, we started to see premiums increasing in 2009. Gain on sale of loans also includes sales gains on residential mortgage loans. However, due to the decline of the residential mortgage market, sale transactions of residential mortgage loans were low. Therefore gains related to loan mortgage loan decreased from $121,000 in 2007 to $19,000 in 2008, and rose slightly to $35,000 in 2009.

        Income on other earning assets represents dividend income from FHLB stock ownership and the increase in the cash surrender value of BOLI. These accounted for $833,000, $1.2 million and $1.1 million in 2009, 2008 and 2007, respectively. The decrease in 2009 was primarily due to $454,000 decrease in FHLB dividend income, while the cash surrender value of BOLI increased $39,000. Similarly in 2008, the $100,000 increase in income was also primarily attributable to an additional BOLI interest and FHLB stock dividends.

        Other income represented income from miscellaneous sources, such as loan referral fees, SBA loan packaging fees, gain on sale of investment securities and excess of insurance proceeds over carrying value of an insured loss that generally increases as our business grows. Other income increased to $3.5 million in 2009, as compared with $2.1 million in 2008 and $2.0 million in 2007.

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Noninterest Expense

        Total noninterest expense increased to $57.4 million in 2009 from $48.4 million in 2008 which previously increased from $44.8 million in 2007. The increases in 2008 and 2009 were primarily attributable to the increased FDIC and state assessments, and increase in premises expense related to opening of new branches, as well increases stemming from balance sheet growth. Although the acquisition of Mirae Bank in the second quarter increase overall costs, by the end of 2009 we were able to reduce expenses related to the acquisition of Mirae Bank. Due to continuing efforts to minimize operating expenses during our expansion, we were able to reduce noninterest expenses as a percentage of average assets to 1.9% in 2009, as compared with 2.1% in 2008 and 2.2% in 2007. Management believes that its efforts in cost-cutting and revenue diversification have effectively improved our operational efficiency in 2009. Despite the weak economic conditions and the acquisition of former Mirae Bank, our efficiency ratio was improved to 36.6% in 2009, from 46.9% in 2008 and 43.1% in 2007.

        The following table sets forth a summary of noninterest expenses for the periods indicated:

Noninterest Expense

(Dollars in Thousands)

		2009					2008					2007
For the Years Ended December 31,		(Amount)		(%)			(Amount)		(%)			(Amount)		(%)
Salaries and employee benefits		$	26,498		46.2	%	$	26,517		54.8	%	$	24,437		54.5	%
Occupancy and equipment			7,456		13.0	%		6,128		12.7	%		5,302		11.8	%
Deposit insurance premium			4,780		8.3	%		1,285		2.7	%		923		2.1	%
Data processing			3,969		6.9	%		3,111		6.4	%		3,089		6.9	%
Professional fees			2,337		4.1	%		1,840		3.8	%		1,392		3.1	%
Amortization of investments in affordable housing partnership			1,289		2.2	%		809		1.7	%		532		1.2	%
Advertising and promotional			1,143		2.0	%		1,016		2.1	%		1,230		2.7	%
Outsourced service for customers			1,135		2.0	%		1,556		3.2	%		1,783		4.0	%
Post retirement benefit costs			870		1.5	%		144		0.3	%		—		0.0	%
Office supplies			783		1.4	%		729		1.5	%		702		1.6	%
Amortization of other intangibles assets			605		1.1	%		298		0.6	%		298		0.6	%
Communications			497		0.9	%		437		0.9	%		483		1.1	%
Appraisal fees			403		0.7	%		108		0.2	%		40		0.1	%
Directors' fees			395		0.7	%		431		0.9	%		554		1.2	%
Investor relation expenses			309		0.5	%		307		0.6	%		294		0.7	%
Other			4,900		8.5	%		3,684		7.6	%		3,780		8.3	%
	Total	$	57,369		100.0	%	$	48,400		100.0	%	$	44,839		100.0	%
Average assets		$	2,987,365				$	2,331,029				$	2,049,334
Noninterest expense as a % of average assets					1.9	%				2.1	%				2.2	%

        Salaries and employee benefits historically represent more than half of our total noninterest expense and generally increases as our branch network and business volume expands. However, in 2009, salaries and benefits accounted for only 46.2% of total noninterest expense. Although additional staffing was necessitated by our new office openings, business growth, and the acquisition of Mirae Bank in the past 12 months, we have successfully controlled and maintained our total number of employees through effective allocation of our human resources. The number of full-time equivalent

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employees increased to 400 at the end of 2009, as compared with 348 and 368 in 2008 and 2008, respectively. Even with increases in employees, salaries and employee benefits remained flat at $26.5 million in 2009, as compared with $26.5 million in 2008 and $24.4 million in 2007, representing a decrease of less than 0.1% in 2009 and increases of 8.5% and 2.6% in 2008 and 2007, respectively, over each of the prior year periods. Our steady asset growth helped us increased assets per employee to $8.6 million, as compared with $7.0 million and $6.0 million at the end of 2009, 2008 and 2007, respectively.

        Occupancy and equipment expenses represent approximately 13% of total noninterest expenses and totaled $7.5 million in 2009, compared to $6.1 million in 2008 and $5.3 million in 2007, representing increases of 21.7% and 15.6% in 2009 and 2008, respectively, over each of the prior year periods. These increases were attributable to the expansion of our office network and the additional office space and lease expenses for our new California and New York branch offices opened in 2009.

        Deposit insurance premium expenses represent the Financing Corporation (FICO) and FDIC insurance premium assessments. In 2009, these expenses increased to $4.8 million from $1.3 million in 2008 and $923,000 in 2007. The increase in FDIC insurance assessment was primarily a result of the temporary increase in FDIC insurance coverage from $100,000 to $250,000 starting May 2009. This increased the insured deposit amount thereby increasing assessment fees associated with covered deposits. The FDIC also levied a special assessment starting June 2009 amounting to 5 basis points. All these factors contributed to the increased assessment fees paid and increased total assessment by 271.9% from 2008 to 2009 compared to a 39.2% increase during the one year period from 2007 to 2008.

        Data processing expenses increased 27.6% to $4.0 million in 2009 compared to $3.1 million in 2008, and increased 0.7% from $3.1 million in 2007. The increase in data processing in 2009 corresponded to the growth of our business as a result of the acquisition of Mirae Bank. One-time costs associated with the acquisition were expensed in 2009 as well.

        Professional fees generally increase as we grow and we expect these expenditures continue to be significant, as we address the enhanced SEC and NASDAQ corporate governance requirements and the local regulation of the states into which we expand our business operations. Professional fees were $2.3 million, $1.8 million, and $1.4 million, or 4.1%, 3.8%, and 3.1% of total noninterest expense, in 2009, 2008 and 2007, respectively. The $497,000 increase in 2009 was attributable to the $258,000 increase in accounting, audit fees and an increase of $170,000 in legal fees related to loan collection, property foreclosure and repossession, and various other legal consultations, and a $68,000 increase in fees related to consulting, system test, and various accounting and auditing services. Similarly in 2008, the $449,000 increase was mainly attributable to the legal and accounting fees incurred for various legal consultations.

        Amortization of investments in affordable housing partnerships increased by 59.3% to $1.3 million in 2009, and 52.1% to $809,000 in 2008 compared to the previous year. Expense totaled $532,000 in 2007. The increase is due to an increase to $6.0 million in affordable housing partnership investments in 2009. Percentage to total noninterest expenses totaled 2.2%, 1.7% and 1.2% in 2009, 2008, and 2007, respectively.

        Advertising and promotional expenses increased to $1.1 million in 2009 from $1.0 million in 2008, which previously decreased from $1.2 million in 2007, representing 2.0%, 2.1%, and 2.7% of total noninterest expenses in 2009, 2008 and 2007, respectively. These expenses represent marketing activities, such as media advertisements and promotional gifts for customers of newly opened offices, especially in the new areas such as the east coast market in New York and New Jersey. The expenses have remained fairly steady with no large fluctuations from 2007 to 2009.

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        Outsourced service costs for customers are payments made to third parties who provide services that were traditionally provided by banks to their customers, such as armored car services or bookkeeping services, and are recouped from the earnings credits earned by the respective depositors on their balances maintained with us. Due mainly to the increase in service activities and the increase in depositors demanding such services, our outsourced service costs generally rise in proportion with our business growth. Nonetheless, with our successful cost control measures, these expenses decreased to $1.1 million in 2009, as compared with $1.6 million in 2008 and $1.8 million in 2007.

        Other expense such as post retirement benefit costs, office supplies, amortization of intangible assets, communications, appraisal fees, and investor relations expense all increased from $2.0 million in 2008 to $3.5 million in 2009, an increase of $1.4 million or 71%. Directors' fees, however, decreased by 9% or $36,000 from $431,000 in 2008 to $395,000 in 2009. All these expense were less than 2% of total noninterest expenses at December 31, 2009.

        Other noninterest expense, increased by $1.2 million, or 33.0%, to $4.9 million in 2009 from $3.7 million in 2008. A portion of the increase represents a normal growth in association with the growth of our business activities and was in line with our expectation. However, approximately $900,000 was expensed in 2009 as a result of operational losses at our branches.

        As a result of our cost control efforts, evidenced in our improved efficiency ratio, noninterest expense increased less rapidly at 18.5% in 2009 and 7.9% in 2008 when compared to total assets growth of 40.2% in 2009 and 11.5% in 2008. Our successful expansion into the New York/New Jersey market in the previous years has paved the groundwork for our further expansion into the East Coast in 2009 and beyond. Although management anticipates that noninterest expense will continue to increase as we continue to grow, we remain committed to cost-control and operational efficiency, and we expect to keep these increases to a minimum relative to our rate of growth.

Provision for Income Taxes

        For the year ended December 31, 2009, we made a provision for income taxes of $10.7 million on pretax net income of $30.8 million, representing an effective tax rate of 34.7%, as compared with a provision for income taxes of $16.3 million on pretax net income of $42.8 million, representing an effective tax rate of 38.1% for 2008, and a provision of $17.3 million on pretax net income of $44.1 million, representing an effective tax rate of 39.2% for 2007.

        The effective tax rate decreased from 2007 to 2008, and again from 2008 to 2009, due primarily to an increase in low income housing tax credit funds, and lower taxable income. Our 2009 lower effective tax rates compared to statutory rates were mainly due to state tax benefits derived from doing business in an enterprise zone and tax preferential treatment for our ownership of BOLI and low income housing tax credit funds (see "Other Earning Assets" for further discussion). Generally, income tax expense is the sum of two components: current tax expense and deferred tax expense (benefit). Current tax expense is calculated by applying the current tax rate to taxable income. Deferred tax expense is recorded as deferred tax assets (liabilities) change from year to year. Deferred income tax assets and liabilities represent the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events that have been recognized in our financial statements. Because we traditionally recognize substantially more expenses in our financial statements than we have been allowed to deduct for taxes, we generally have a net deferred tax asset. At December 31, 2009, 2008 and 2007, we had net deferred tax assets of $18.7 million, $12.1 million and $9.2 million, respectively.

        On January 1, 2007, we adopted the provisions of ASC 740-10 (formerly FIN 48, Accounting for Uncertainty in Income Taxes). As a result of applying the provisions of ASC 740-10, we recognized an increase in the liability for unrecognized tax benefit of $123,000 and no related interest. As of December 31, 2009, the total unrecognized tax benefit that would affect the effective rate if recognized was $259,000. The adjustment was solely related to the state exposure from California Enterprise Zone

65

net interest deductions. We do not expect the unrecognized tax benefits to change significantly over the next 12 months.

        As of the December 31, 2009, the total accrued interest related to uncertain tax positions was $19,000. We accounted for interest related to uncertain tax positions as part of our provision for federal and state income taxes. Accrued interest was included as part of our net deferred tax asset in the consolidated financial statements.

        We file United States federal and state income tax returns in jurisdictions with varying statues of limitations. The 2006 through 2009 tax years generally remain subject to examination by federal and most state tax authorities. Examinations for the 2005 and 2006 tax years under the California Franchise Tax Board and the New York State Department of Taxation and Finance were completed as of December 31, 2009. We believe that we have adequately provided or paid for income tax issues not yet resolved with federal, state and foreign tax authorities. Based upon consideration of all relevant facts and circumstances, we do not expect the examination results will have a material impact on our consolidated financial statement as of December 31, 2009.

Financial Condition

Investment Portfolio

        Investments are one of our major sources of interest income and are acquired in accordance with a comprehensively written investment policy addressing strategies, categories, and levels of allowable investments. This investment policy is reviewed at least annually by the Board of Directors. Management of our investment portfolio is set in accordance with strategies developed and overseen by our Asset/Liability Committee. Investment balances, including cash equivalents and interest-bearing deposits in other financial institutions, are subject to change over time based on our asset/liability funding needs and interest rate risk management objectives. Our liquidity levels take into consideration anticipated future cash flows and all available sources of credits and is maintained a level management believes is appropriate to assure future flexibility in meeting anticipated funding needs.

Cash Equivalents and Interest-bearing Deposits in other Financial Institutions

        We sell federal funds, purchase securities under agreements to resell and high-quality money market instruments, and deposit interest-bearing accounts in other financial institutions to help meet liquidity requirements and provide temporary holdings until the funds can be otherwise deployed or invested. As of December 31, 2009, 2008, and 2007, we had $80.0 million, $30.0 million and $10.0 million, respectively, in overnight and term federal funds sold. We did not have any interest bearing deposits in other financial institutions as of December 31, 2009, 2008, and 2007.

Investment Securities

        Management of our investment securities portfolio focuses on providing an adequate level of liquidity and establishing a balanced interest rate-sensitive position, while earning an adequate level of investment income without taking undue risks. As of December 31, 2009, our investment portfolio was primarily comprised of United States government agency securities, accounting for 93% of the entire investment portfolio. Our U.S. government agency securities holdings are all "prime/conforming" mortgage backed securities, or MBS, and collateralized mortgage obligations, or CMOs, guaranteed by FNMA, FHLMC, or GNMA. GNMAs are considered equivalent to U.S. Treasury securities, as they are backed by the full faith and credit of the U.S. government. Currently, there are no subprime mortgages in our investment portfolio. Besides the U.S. government agency securities, we also have a 0.3% investment in corporate debt and 7% in municipal debt securities. Among this 7% of our investment portfolio that was not comprised of U.S. government securities, 6.2%, or $40.2 million carry the top two highest "Investment Grade" rating of "Aaa/AAA" or "Aa/AA", while 0.2%, or $1.1 million, carry an

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intermediate "Investment Grade" rating of at least "Baa1/BBB+" or above, and 0.3%, or $1.4 million, is unrated. Our investment portfolio does not contain any government sponsored enterprises, or GSE, preferred securities or any distressed corporate securities that had required other-than-temporary-impairment charges as of December 31, 2009. In accordance with ASC 320-10-65-1 (Recognition and Presentation of Other-Than-Temporary Impairments), an other than temporary impairment ("OTTI") is recognized if the fair value of a debt security is lower than the amortized cost and the debt security will be sold, it is more likely than not, that it will be required to sell the security before recovering the amortized cost, or if it is expected that not all of the amortized cost will be recovered. Credit related declines in the fair value of debt securities below their amortized cost that are deemed to be other than temporary are reflected in earnings as realized losses in the consolidated statements of operations. Declines related to factors aside from credit issues are reflected in other comprehensive income, net of taxes.

        We classified our investment securities as "held-to-maturity" or "available-for-sale" pursuant to ASC 320-10 (SFAS No. 115). We adopted ASC 820-10 (SFAS No. 157) and ASC 470-20 (SFAS No. 159) effective January 1, 2008, and we adopted ASC 820-10-35 (FASB Staff Position ("FSP") SFAS No. 157-3) effective October 10, 2008. Pursuant to the fair value election option of ASC 470-20, we have chosen to continue classifying our existing instruments of investment securities as "held-to-maturity" or "available-for-sale" under ASC 320-10. Investment securities that we intend to hold until maturity are classified as held to maturity securities, and all other investment securities are classified as available-for-sale. The carrying values of available-for-sale investment securities are adjusted for unrealized gains and losses as a valuation allowance and any gain or loss is reported on an after-tax basis as a component of other comprehensive income. Credit related declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses, and there were no such other-than-temporary-impairment in 2009. The fair market values of our held-to-maturity and available-for-sale securities were respectively $0.1 million and $651.3 million as of December 31, 2009.

        The following table summarizes the book value and market value and distribution of our investment securities as of the dates indicated:

Investment Securities Portfolio

(Dollars in Thousands)

		As of December 31, 2009				As of December 31, 2008				As of December 31, 2007
		Amortized Cost		Market Value		Amortized Cost		Market Value		Amortized Cost		Market Value
Held to Maturity:
Securities of government sponsored enterprises		$	—	$	—	$	—	$	—	$	7,000	$	7,001
Collateralized mortgage obligations			109		109		139		135		164		151
Municipal bonds			—		—		—		—		220		220
	Total held-to-maturity securities	$	109	$	109	$	139	$	135	$	7,384	$	7,372
Available for Sale:
Securities of government sponsored enterprises		$	156,879	$	155,382	$	25,952	$	26,187	$	64,932	$	65,175
Mortgage backed securities			131,617		131,711		124,549		125,513		60,470		60,557
Collateralized mortgage obligations			318,531		319,554		62,557		63,303		73,416		73,286
Corporate securities			2,000		2,017		7,048		6,953		17,390		17,484
Municipal bonds			42,068		42,654		7,323		7,180		7,725		7,754
	Total available-for-sale securities	$	651,095	$	651,318	$	227,429	$	229,136	$	223,933	$	224,256

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        The following table summarizes the maturity and repricing schedule of our investment securities at their carrying values and their weighted average yields at December 31, 2009:

Investment Maturities and Repricing Schedule

(Dollars in Thousands)

		Within One Year					After One But Within Five Years					After Five But Within Ten Years					After Ten years					Total
		Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Held to Maturity:
Collateralized mortgage obligations		$	—		—		$	109		3.98	%	$	—		—		$	—		—		$	109		3.98	%
Available-for-sale:
Securities of government sponsored enterprises			—		—			—		—			137,414		3.95	%		17,968		4.88	%		155,382		4.06	%
Mortgage backed securities			7,362		3.14	%		666		5.34	%		4,524		4.30	%		119,160		3.60	%		131,712		3.60	%
Collateralized mortgage obligations			24,430		5.26	%		260,837		3.15	%		—		—			34,287		4.03	%		319,554		3.41	%
Corporate securities			—		—			2,017		4.98	%		—		—			—		—			2,017		4.98	%
Municipal bonds			—		—			300		2.30	%		5,182		4.25	%		37,171		4.29	%		42,653		4.27	%
	Total investment securities	$	31,792		4.77	%	$	263,929		3.17	%	$	147,120		3.97	%	$	208,586		3.90	%	$	651,427		3.66	%

        Our investment securities holdings increased by $422.2 million, or 184.1%, to $651.4 million at December 31, 2009, compared to holdings of $229.3 million at December 31, 2008. Holdings at December 31, 2007 were $231.6 million. Total investment securities as a percentage of total assets were 19.0% and 9.4% at December 31, 2009 and 2008, respectively, compared to 10.5% at December 31, 2007. As of December 31, 2009, investment securities having a carrying value of $220.9 million were pledged to secure certain deposits.

        As of December 31, 2009, held-to-maturity ("HTM") securities, which are carried at their amortized costs, decreased from $139,000 in 2008 to $109,000 in 2009. The $7.3 million HTM securities reduction in 2008 was due to $7.0 million investments being called and the remainder $0.3 million matured. Available-for-sale securities, which are stated at their fair market values, increased to $651.3 million at December 31, 2009 from $229.1 million and $224.3 million at December 31, 2008 and 2007, respectively. The $422.2 million increase in 2009 represented $423.6 million net purchases, which includes $55.4 million received as a result of the acquisition of Mirae Bank, and $1.4 million unrealized gain. Meanwhile, the $4.8 million increase in 2008 represented $3.4 million net purchases and $1.4 million unrealized gain. These increases reflect a strategy of improving our levels of liquidity using available-for-sale securities, in addition to immediately available funds which are maintained mainly in the form of overnight investments. The large increase in 2009 was a result of increased liquidity that resulted from the inflow of core deposits.

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        The following tables show our investments' gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2009 and 2008, respectively:

As of December 31, 2009

	Less than 12 months					12 months or longer				Total
Description of Securities (AFS)(1)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(Dollars in Thousands)
Securities of government sponsored enterprises	$	110,296	$	(1,600	)	$	—	$	—	$	110,296	$	(1,600	)
Collateralized mortgage obligations		145,622		(975	)		—		—		145,622		(975	)
Mortgage-backed securities		85,313		(726	)		—		—		85,313		(726	)
Corporate securities		—		—			—		—		—		—
Municipal bonds		8,783		(505	)		—		—		18,783		(505	)
	$	360,014	$	(3,806	)	$	—	$	—	$	360,014	$	(3,806	)

As of December 31, 2008

	Less than 12 months					12 months or longer					Total
Description of Securities (AFS)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(Dollars in Thousands)
Collateralized mortgage obligations	$	2,642	$	(65	)	$	1,591	$	(17	)	$	4,233	$	(82	)
Mortgage-backed securities		12,287		(300	)		536		(3	)		12,823		(303	)
Corporate securities		4,865		(45	)		1,953		(47	)		6,818		(92	)
Municipal bonds		5,712		(157	)		—		—			5,712		(157	)
	$	25,506	$	(567	)	$	4,080	$	(67	)	$	29,586	$	(634	)
	Less than 12 months					12 months or longer					Total
Description of Securities (HTM)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Corporate securities		135		(4	)		—		—			135		(4	)
	$	135	$	(4	)	$	—	$	—		$	135	$	(4	)

⁽¹⁾

There were no held to maturity securities with losses as of December 31, 2009.

        As of December 31, 2009, the total unrealized losses less than 12 months old were $3.8 million, and there were no unrealized losses more than 12 months old. The aggregate related fair value of investments with unrealized losses less than 12 months old was $360.0 million at December 31, 2009. As of December 31, 2008, the total unrealized losses less than 12 months old were $571,000, and total unrealized losses more than 12 months old were $67,000. The aggregate related fair value of investments with unrealized losses less than 12 months old was $25.6 million at December 31, 2008, and those with unrealized losses more than 12 months old were $4.1 million.

        Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, we consider, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term

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prospects of the issuer, and (iii) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

        We performed detailed evaluation of the investment portfolio in assessing individual positions that have market values that have declined below cost. In assessing whether there was other-than-temporary impairment, we considered in a disciplined manner:

•

Whether or not all contractual cash flows due on a security will be collected; and

•

Our positive intent and ability to hold the debt security until recovery in fair value or maturity

        A number of factors are considered in the analysis, including but not limited to:

•

Issuer's credit rating;

•

Likelihood of the issuer's default or bankruptcy;

•

Collateral underlying the security;

•

Industry in which the issuer operates;

•

Nature of the investment;

•

Severity and duration of the decline in fair value; and

•

Analysis of the average life and effective maturity of the security.

        We do not believe that any individual unrealized loss as of December 31, 2009 represented an other-than-temporary impairment. The unrealized losses on our GSE bonds, GSE CMOs, and GSE MBS were attributable to both changes in interest rate (U.S. Treasury curve) and a repricing of risk (spreads widening against risk-fee rate) in the market. We do not own any non-agency MBS or CMO. All GSE bonds, GSE CMO, and GSE MBS securities are backed by U.S. Government Sponsored and Federal Agencies and therefore rated "Aaa/AAA." We have no exposure to the "Subprime Market" in the form of Asset Backed Securities, or ABS, and Collateralized Debt Obligations, or CDOs, that had previously been rated "Aaa/AAA" but have since been downgraded to below investment grade. We have the intent and ability to hold the securities in an unrealized loss position at December 31, 2009 until the market value recovers or the securities mature.

        Municipal bonds and corporate bonds are evaluated by reviewing the credit-worthiness of the issuer and general market conditions. The unrealized losses on our investment in municipal and corporate securities were primarily attributable to both changes in interest rates and a repricing of risk in the market. We have the intent and ability to hold the securities in an unrealized loss position at December 31, 2009 until the market value recovers or the securities mature.

Loan Portfolio

        Total loans are the sum of loans receivable and loans held for sale and reported at their outstanding principal balances net of any unearned income which is unamortized deferred fees and costs and premiums and discounts. Total loans net of unearned income increased by $375.9 million, or 18.3%, to $2.43 billion at December 31, 2009 from $2.05 billion at December 31, 2008. Total loans net of unearned income was $1.81 billion, $1.56 billion and $1.26 billion at December 31, 2007, 2006 and 2005, respectively. Total loans net of unearned income as a percentage of total assets were 70.6%, 83.7%, 82.4%, 77.7%, and 75.8% for 2009, 2008, 2007, 2006 and 2005, respectively.

        In the ordinary course of our business, we originate and service our own loans. For held for sale loans that we choose to sell in the secondary market, we sell them with representations and warranties generally consistent with industry practices, but without recourse. The exception is SBA loans, and it is our practice to resell these loans in the secondary market for the guaranteed portion with 90-day

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recourse. Accordingly, we do not retain a significant amount of the credit risk exposure on the loans sold. And, for all loans we originate and carry, we have not had any subprime loans in our portfolio.

        Real estate secured loans consist primarily of commercial real estate loans and are extended to finance the purchase and/or improvement of commercial real estate and/or businesses. The properties may either be user owned or for investment purposes. Our loan policy adheres to the real estate loan guidelines set forth by the FDIC. The policy provides guidelines including, among other things, fair review of appraisal value, limitation on loan-to-value ratio, and minimum cash flow requirements to service debt. Loans secured by real estate equaled $1.98 billion, $1.60 billion, $1.39 billion, $1.18 billion, and $1.01 billion, as of December 31, 2009, 2008, 2007, 2006 and 2005, respectively. Real estate secured loans as a percentage of total loans were 81.40%, 77.8%, 76.6%, 75.8%, and 80.1% at December 31, 2009, 2008, 2007, 2006 and 2005, respectively. Most of loans that are held for sale are transferred to the secondary market, but we retain a portion on our books as portfolio loans. This secondary market has become less active compared to the prior years as a result of the general.

        The decline in the real estate market has caused a few key purchasers in the market to have experienced financial difficulties due to the ongoing credit crisis. Our total home mortgage loan portfolio outstanding at the end of 2009 and 2008 were $41.3 million and $42.4 million, respectively, and represented only a small fraction of our total loan portfolio at 1.7% in 2009 and 2.1% in 2008. We have deemed the effect of this segment of our portfolio on our credit risk profile to be immaterial. Residential mortgage loans with unconventional terms such as interest only mortgages and option adjustable rate mortgages at December 31, 2009 were $1.9 million and $1.2 million, respectively, inclusive of loans held temporarily for sale or refinancing. As of December 31, 2008 the same figures were $2.1 million and $1.2 million, respectively.

        Commercial and industrial loans include revolving lines of credit, as well as term business loans. Commercial and industrial loans were $386.0 million, $387.8 million, $330.1 million, $278.2 million, and $190.8 million at the end of 2009, 2008, 2007, 2006 and 2005, respectively. Commercial and industrial loans were 15.9%, 18.9%, 18.2%, 17.8%, and 15.1% as a percentage of total loans at the end of 2009, 2008, 2007, 2006 and 2005, respectively. In the current economic environment, we exercise more due diligence in acquiring new loans, in particular loans with no collateral. The result was a decrease in commercial and industrial loan in 2009, which amounted to $1.8 million or 0.5%.

        Consumer loans have historically represented less than 5% of our total loan portfolio. The majority of consumer loans are concentrated in personal lines of credits. As consumer loans present a higher risk potential compared to our other loan products, especially given current economic conditions, we have reduced our effort in consumer lending since 2007. Accordingly, as of December 31, 2009, the balance of consumer loans was down by $6.4 million to $17.3 million, as compared with $23.7 million, $33.6 million, $53.1 million, and $42.9 million at the end of 2008, 2007, 2006 and 2005, respectively. Consumer loans as a percentage of total loans have historically been minimal (currently less than 1%).

        Construction loans are generally extended as a temporary financing vehicle only, and represented less than 5% of our total loan portfolio. In response to the current real estate market, we have applied stricter loan underwriting policy when making loans in this category. However, construction loans slightly increased to $48.4 million as of December 31, 2009, as compared with $43.2 million, $59.4 million, $46.3 million and $17.4 million at the end of 2008, 2007, 2006 and 2005, respectively.

        Our loan terms vary according to loan type. Commercial term loans have typical maturities of three to five years and are extended to finance the purchase of business entities, business equipment, and leasehold improvements, or to provide permanent working capital. SBA-guaranteed loans usually have longer maturities (8 to 25 years). We generally limit real estate loan maturities to five to eight years. Lines of credit, in general, are extended on an annual basis to businesses that need temporary

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working capital and/or import/export financing. We generally seek diversification in our loan portfolio, and our borrowers are diverse as to industry, location, and their current and target markets.

        The FDIC placed Mirae Bank under receivership upon Mirae Bank's closure by the California Department of Financial Institutions at the close of business on June 26, 2009. We purchased substantially all of Mirae's assets and assumed all of Mirae's deposits and certain other liabilities. Further, we entered into a loss sharing agreement with the FDIC in connection with the Mirae acquisition. Under the loss sharing agreement, the FDIC will share in the losses on assets covered under the agreement, which generally include loans acquired from Mirae and foreclosed loan collateral existing at June 26, 2009 (referred to collectively as "covered assets"). With respect to losses of up to $83.0 million on the covered assets, the FDIC has agreed to reimburse us for 80 percent of the losses. On losses exceeding $83.0 million, the FDIC has agreed to reimburse us for 95 percent of the losses. The loss sharing agreements are subject to our compliance with servicing procedures and satisfying certain other conditions specified in the agreements with the FDIC. The term for the FDIC's loss sharing on single family loans is ten years, and the term for loss sharing on non-single family loans is five years with respect to losses and eight years with respect to loss recoveries. As a result of the loss sharing agreement with the FDIC, the Company has recorded an indemnification asset from the FDIC based on the estimated value of the indemnification agreement of $40.2 million at June 26, 2009. The total fair value of loans acquired from Mirae Bank totaled $285.7 million at June 26, 2009.

        The loans in the portfolio that we purchased in the Mirae Bank acquisition are covered by the FDIC loss-share agreement and such loans are referred to herein as "covered loans." All loans other

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than the covered loans are referred to herein as "non-covered loans." A summary of covered and non-covered loans is presented in the table below:

Covered & Non-Covered Loans

			(Dollars in Thousands)
			December 31, 2009			December 31, 2008
Non-covered loans:
	Construction		$	48,371		$	43,180
	Real estate secured			1,783,638			1,599,627
	Commercial and industrial			325,034			389,217
	Consumer			16,626			23,669
		Total loans		2,173,669			2,055,693
	Unearned Income			(5,311	)		(4,164	)
		Gross loans, net of unearned income		2,168,358			2,051,529
	Allowance for losses on loans			(62,130	)		(29,437	)
		Net loans	$	2,106,228		$	2,022,092
Covered loans:
	Construction		$	—		$	—
	Real estate secured			196,066			—
	Commercial and industrial			62,409			—
	Consumer			608			—
		Total loans	$	259,083		$	—
Total loans:
	Construction		$	48,371		$	43,180
	Real estate secured			1,979,704			1,599,627
	Commercial and industrial			387,443			389,217
	Consumer			17,234			23,669
		Total loans		2,432,752			2,055,693
	Unearned Income			(5,311	)		(4,164	)
		Gross loans, net of unearned income		2,427,441			2,051,529
	Allowance for losses on loans			(62,130	)		(29,437	)
		Net loans	$	2,365,311		$	2,022,092

        In accordance with ASC 310-30 (formerly AICPA Statement of Position "SOP 03-3", Accounting for Certain Loans or Debt Securities Acquired in a Transfer), the covered loans were divided into "SOP 03-3 Loans" and "Non-SOP 03-3 Loans", of which SOP 03-3 loans are loans with evidence of deterioration of credit quality and that it was probable, at the time of acquisition, that the Bank will be unable to collect all contractually required payments receivable. In contrast, Non-SOP 03-3 loans are all other covered loans that do not qualify as SOP 03-3 loans. In addition, the covered loans are further categorized into four different loan pools by loan type: construction, commercial & industrial, real

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estate secured, and consumer. The covered loans at the acquisition date of June 26, 2009 are presented in the following table:

(Dollars in Thousands)	SOP 03-3 Loans		Non SOP 03-3 Loans		Total Covered Loans
Construction	$	494	$	—	$	494
Real estate secured		28,245		176,941		205,186
Commercial and industrial		4,458		74,639		79,097
Consumer		115		793		908
	$	33,312	$	252,373	$	285,685

        The following table represents the carry value of SOP 03-3 and non SOP 03-3 loans acquired from Mirae Bank at December 31, 2009:

(Dollars in Thousands)	December 31, 2009
Non SOP 03-3 loans	$	248,204
SOP 03-3 loans		10,879
Total outstanding balance		259,083
Allowance related to these loans		753
Carrying amount, net of allowance	$	258,330

        The following table represents the current balance of SOP 03-3 acquired from Mirae Bank for which it was probable at the time of the acquisition that all of the contractually required payments would not be collected:

(Dollars in Thousands)		December 31, 2009
Breakdown of SOP 03-3 Loans
	Real Estate loans	$	6,881
	Commercial loans	$	3,998

        Loan acquired from the acquisition of Mirae Bank were discounted. Accretion of $6.7 million on loans purchased at discount of $54.9 million was recorded as interest income as follows:

(Dollars in Thousands)	December 31, 2009
Beginning balance of discount on loans	$	54,964
Discount accretion income recognized		(6,714	)
Disposals related to charge-offs		(15,829	)
Disposals related to loan sales		(1,575	)
Carrying amount, net of allowance	$	30,846

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        The following table sets forth the amount of total loans net of unearned income and the percentage distributions in each category, as of the dates indicated:

Distribution of Loans and Percentage Composition of Loan Portfolio

(Dollars in Thousands)

		Amount Outstanding as of December 31,
		2009			2008			2007			2006			2005
Construction		$	48,371		$	43,180		$	59,443		$	46,285		$	17,366
Real estate secured			1,975,826			1,596,927			1,385,986			1,183,030			1,011,513
Commercial and industrial			385,958			387,752			330,052			278,165			190,796
Consumer			17,286			23,669			33,569			53,059			42,885
	Total loans, net of unearned income	$	2,427,441		$	2,051,528		$	1,809,050		$	1,560,539		$	1,262,560
Participation loans sold and serviced by the Company		$	432,5918		$	314,988		$	338,166		$	336,652		$	273,876
Construction			2.0	%		2.1	%		3.3	%		3.0	%		1.4	%
Real estate secured			81.4	%		77.8	%		76.6	%		75.8	%		80.1	%
Commercial and industrial			15.9	%		18.9	%		18.2	%		17.8	%		15.1	%
Consumer			0.7	%		1.2	%		1.9	%		3.4	%		3.4	%
	Total loans, net of unearned income		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

        The following table shows the contractual maturity distribution and repricing intervals of the outstanding loans in our portfolio as of December 31, 2009. In addition, the table shows the distribution of such loans between those with variable or floating interest rates and those with fixed or predetermined interest rates. The amounts on the table below are the gross loan balances at December 31, 2009 before netting unearned income totaling $5.3 million:

Loan Maturities and Repricing Schedule

(Dollars in Thousands)

		At December 31, 2009
		Within One Year		After One But Within Five Years		After Five Years		Total
Construction		$	48,371	$	—	$	—	$	48,371
Real estate secured			1,081,031		868,257		30,416		1,979,704
Commercial and industrial			374,420		10,923		2,100		387,443
Consumer			15,111		2,110		13		17,234
	Total loans	$	1,518,933	$	881,290	$	32,529	$	2,432,752
Loans with variable (floating) interest rates		$	1,253,084	$	17,516	$	2,100	$	1,272,702
Loans with predetermined (fixed) interest rates		$	265,849	$	863,774	$	30,429	$	1,160,050

        The majority of the properties that we take as collateral are located in Southern California. The loans generated by our loan production offices, which are located outside of our main geographical market, are generally collateralized by property in close proximity to those offices. We employ strict guidelines regarding the use of collateral located in less familiar market areas. Since a major real estate recession during the first part of the previous decade, property values in Southern California and around the country have generally increased in the last 10-year span from 1996 to 2006. Since late

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2006, we have started to see below-trend growth in gross domestic product ("GDP") and a gradual decline of the real estate market in Southern California and many other areas in the country. The financial crisis worsened during the second half of 2008 and the first half of 2009 and we observed further decline in the real estate market across the nation. Nonetheless, as of year-end 2009, 81.4% of our loans are secured by first mortgages on various types of real estate. We expect to see the decline in real estate values to continue into the first half of 2010, so with the current economic conditions, no assurance can be given that property values will not decline further in 2010.

Nonperforming Assets

        Nonperforming assets, or NPAs, consist of nonperforming loans, or NPLs, restructured loans, and other NPAs. NPLs are reported at their outstanding balances, net of any portion guaranteed by SBA, and consist of loans on non-accrual status and loans 90 days or more past due and still accruing interest. Restructured loans are loans of which the terms of repayment have been renegotiated, resulting in a reduction or deferral of interest or principal. Other NPAs consist of properties, mainly other real estate owned, or OREO, and repossessed vehicles, acquired by foreclosure or similar means that management intends to offer for sale.

        Despite the significant growth in our loan portfolio, our continued emphasis on asset quality control enabled us to maintain a relatively low level of NPLs prior to 2007. However, the general economic condition of the U.S. as well as the local economies in which we do business have shown a gradual decline as the housing sector and GDP growth continued to show weakness in 2008 and 2009. This unfavorable economy environment affected the strength of our borrowers' credit and financial status, and our NPLs, net of SBA guaranteed portion, increased to $70.8 million at the end of 2009, as compared with $15.6 million, $10.6 million, $6.8 million, and $2.5 million at the end of 2008, 2007, 2006, and 2005, respectively. At December 31, 2009, the NPLs as a percentage of total loans was 2.92% largely increased from 0.76%, 0.59%, 0.44%, and 0.20% in 2008, 2007, 2006 and 2005, respectively.

        As of December 31, 2009, we had $3.8 million as other NPAs, which comprised of fifteen OREOs, with nine of those foreclosed in 2009. We have listed these properties for sale or are directly selling these properties as of December 31, 2009. Among these fifteen OREOs, we have recorded $407,549 in provisions for five of them, with a total value of $1,269,278. Of the seven OREO's sold in year 2009, bank recorded a gain of $452,501.At December 31, 2008, we had $2.7 million as other NPAs, which was comprised of eight OREOs, with seven of those foreclosed in 2008. We have listed the properties for sale as of December 31, 2008. Among those eight OREOs, we have recorded $123,000 provision for one of them, with a total value of $446,000. The OREO was subsequently sold in February 2009 for a small gain of $7,000. At the end of 2007, the majority of our OREO was attributable to a single OREO valued at $133,000, which was foreclosed in the fourth quarter of 2007. At the end of 2006, we had a different OREO, which was subsequently sold in January 2007 at a small loss. At the end of 2005, we had three OREOs as other nonperforming assets with an aggregate value of $294,000, which were subsequently sold without significant losses. Together with OREO and repossessed vehicles, our ratio of NPAs as a percentage of total loans and other nonperforming assets equaled 2.17%, 0.74%, 0.60%, 0.45%, and 0.22% as of December 31, 2009, 2008, 2007, 2006 and 2005, respectively.

        Management believes that the reserve provided for NPAs, together with the tangible collateral, were adequate as of December 31, 2009. See "Allowance for Loan Losses and Loan Commitments" below for further discussion.

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        The following tables provide information with respect to the components of our NPAs as of the dates indicated (the figures in the table are net of the portion guaranteed by SBA, with the total amounts adjusted and reconciled for the SBA guaranteed portion for the gross NPAs):

Non-performing Assets

(Dollars in Thousands)

				At December 31,
				2009			2008			2007			2006			2005
Nonaccrual loans:(1)
Construction				$	—		$	—		$	—		$	—		$	—
Real estate secured					63,571			9,334			8,154			2,530			1,171
Commercial and industrial					5,805			5,874			1,986			2,342			341
Consumer					70			131			154			930			292
		Total			69,446			15,339			10,294			5,802			1,804
Loans 90 days or more past due and still accruing:
Real estate secured					1,317			—			117			208			553
Commercial and industrial					—			213			4			839			111
Consumer					19			—			187			—			—
	Total				1,336			213			308			1,047			664
			Total nonperforming loans(2)		70,782			15,552			10,602			6,849			2,468
Repossessed vehicles					—			—			50			95			—
Other real estate owned					3,797			2,663			133			138			295
			Total nonperforming assets, net of SBA guarantee		74,579			18,215			10,785			7,082			2,763
Guaranteed portion of nonperforming SBA loans					18,514			7,158			4,424			4,266			3,517
			Total gross nonperforming assets	$	93,093		$	25,373		$	15,209		$	11,348		$	6,280
			Performing troubled debt restructurings	$	64,612		$	2,161		$	—		$	—		$	—
Total loans				$	2,427,441		$	2,051,529		$	1,809,050		$	1,560,539		$	1,248,561
Nonperforming loans as a percentage of total loans					2.92	%		0.76	%		0.59	%		0.44	%		0.20	%
Nonperforming assets, net of SBA guarantee, as a Percentage of total loans and other nonperforming assets					3.07	%		0.89	%		0.60	%		0.45	%		0.22	%
Allowance for loan losses as a percentage of nonperforming loans					87.78	%		189.27	%		203.55	%		272.38	%		567.15	%

⁽¹⁾

During the fiscal year ended December 31, 2009, no interest income related to these loans was included in net income. Additional interest income of approximately $7.1 million would have been recorded during the year ended December 31, 2009, if these loans had been paid in accordance with their original terms and had been outstanding throughout the fiscal year ended December 31, 2009 or, if not outstanding throughout the fiscal year ended December 31, 2009, since origination.

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⁽²⁾

During the fiscal year ended December 31, 2009, no interest income related to this loan was included in net income. Additional interest income would be negligible during the year ended December 31, 2009, if this loan had been paid in accordance with its original term and had been outstanding throughout the fiscal year ended December 31, 2009.

Allowance for Loan Losses and Loan Commitments

        Based on the credit risk inherent in our lending business, we set aside allowances through charges to earnings. Such charges were not only made for the outstanding loan portfolio, but also for off-balance sheet loan commitments, such as commitments to extend credit or letters of credit. Charges made for the outstanding loan portfolio were credited to the allowance for loan losses, whereas charges related to loan commitments were credited to the reserve for loan commitments, which is presented as a component of other liabilities. The provision for losses on loans and loan commitments is discussed in the section entitled "Provision for Loan Losses and Provision for Loan Commitments" above.

        Net charge-offs in 2009 increased to $35.5 million compared to $5.0 million in 2008. Nonetheless, the net charge-offs in 2009 were much higher compared to the previous years because the weak business climate adversely impacted the financial condition of a number of our clients. Our total net charge-offs were $10.9 million, $1.8 million, and $0.3 million, respectively in 2007, 2006, and 2005. The net charge-offs in 2009 were mainly comprised of $24.8 million of commercial and industrial loan charge-offs, $11.2 million of commercial real estate loan charge-offs, and $0.7 million of consumer loan charge-offs. The $35.5 million net charge-offs represents 1.57% of average total loans in 2009, as compared with 0.26%, 0.66%, 0.13%, and 0.03%, in 2008, 2007, 2006, and 2005, respectively.

        In order to keep pace with the increase of NPLs and the size of our loan portfolio, we increased our allowance for loan losses by 111.1%, or $32.7 million, to $62.1 million at December 31, 2009, as compared with $29.4 million at December 31, 2008. Before that, allowances were $21.6 million, $18.7 million, and $14.0 million at December 31, 2007, 2006, and 2005, respectively. With the continued increase of the allowance for loan losses and loan commitments in recent years, we were able to maintain the adequate ratio of allowance for loan losses to total loans at 2.56%, 1.43%, 1.19%, 1.20%, and 1.11% at the end of 2009, 2008, 2007, 2006, and 2005, respectively.

        Although management believes our allowance at December 31, 2009 was adequate to absorb losses from any known and inherent risks in the portfolio, no assurance can be given that economic conditions which adversely affect our service areas or other variables will not result in further increased losses in the loan portfolio in the future.

        The table below summarizes, for the years indicated, loan balances at the end of each period, the daily averages during the period, changes in the allowance for loan losses and loan commitments

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arising from loans charged off, recoveries on loans previously charged off, additions to the allowance and certain ratios related to the allowance for loan losses and loan commitments:

Allowance for Loan Losses and Loan Commitments

(Dollars in Thousands)

		2009			2008			2007			2006			2005
Balances:
Allowance for loan losses:
Balances at beginning of year		$	29,437		$	21,579		$	18,654		$	13,999		$	11,111
Actual charge-offs:
Real estate secured			11,231			1,070			785			138			127
Commercial and industrial			24,820			5,174			8,752			883			866
Consumer			692			903			1,734			1,141			107
	Total charge-offs		36,743			7,147			11,271			2,162			1,100
Recoveries on loans previously charged off
Real estate secured			—			—			—			146			30
Commercial and industrial			1,112			1,927			119			148			708
Consumer			140			213			204			26			37
	Total recoveries		1,252			2,140			323			320			775
Net loan charge-offs			35,491			5,007			10,948			1,842			324
FDIC Indemnification			856			—			—			—			—
Provision for losses on loan and loan commitments			67,328			12,865			13,873			6,497			3,212
Balances at end of year		$	62,130		$	29,437		$	21,579		$	18,654		$	13,999
Allowance for loan commitments:
Balances at beginning of year		$	1,243		$	1,998		$	891		$	779		$	642
Provision for losses (recapture) on loan commitments			1,272			(755	)		1,107			112			137
Balance at end of year		$	2,515		$	1,243		$	1,998		$	891		$	779
Ratios:
Net loan charge-offs to average total loans			1.57	%		0.26	%		0.66	%		0.13	%		0.03	%
Allowance for loan losses to total loans at end of year			2.56	%		1.43	%		1.19	%		1.20	%		1.11	%
Net loan charge-offs to allowance for loan losses at end of year			57.12	%		17.01	%		50.73	%		9.88	%		2.32	%
Net loan charge-offs to provision for losses on loans and loan commitments			51.73	%		41.35	%		73.08	%		30.70	%		9.68	%

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        The table below summarizes, for the periods indicated, the balance of the allowance for loan losses and the percentage of such balance for each type of loan as of the dates indicated:

Distribution and Percentage Composition of Allowance for Loan Losses

		Amount Outstanding as of December 31,
		2009			2008			2007			2006			2005
		(Dollars in Thousands)
Applicable to:
Construction		$	411		$	190		$	557		$	352		$	152
Real estate secured			34,458			11,628			13,445			9,933			9,751
Commercial and industrial			27,059			17,209			7,023			7,164			3,742
Consumer			202			410			554			1,205			354
	Total Allowance	$	62,130		$	29,437		$	21,579		$	18,654		$	13,999
Construction			0.66	%		0.65	%		2.58	%		1.89	%		1.09	%
Real estate secured			55.46	%		39.50	%		62.30	%		53.24	%		69.65	%
Commercial and industrial			43.55	%		58.46	%		32.55	%		38.41	%		26.73	%
Consumer			0.33	%		1.39	%		2.57	%		6.46	%		2.53	%
	Total Allowance		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

Contractual Obligations

        The following table represents our aggregate contractual obligations (principal and interest) to make future payments as of December 31, 2009:

(Dollars in Thousands)	One Year or Less		Over One Year To Three Years		Over Three Years To Five Years		Over Five Years		Indeterminate Maturity		Total
FHLB borrowings	$	125,101	$	111,923	$	—	$	—	$	—	$	237,024
Junior subordinated debentures(1)		1,330		10,708		—		77,321		—		89,359
Operating leases		3,533		5,729		4,803		6,633		—		20,698
Unrecognized tax benefit		—		—		—		—		398		398
Time deposits		1,291,529		170,407		1		18		—		1,461,955
Total	$	1,421,493	$	298,767	$	4,804	$	83,972	$	398	$	1,809,434

⁽¹⁾

See detailed disclosure of junior subordinated debentures, including interest rates, in the following subsection "Junior Subordinated Debenture; Trust Preferred Securities."

Off-Balance Sheet Arrangements

        During the ordinary course of business, we provide various forms of credit lines to meet the financing needs of our customers. These commitments, which represent a credit risk to us, are not represented in any form on our balance sheets.

        As of December 31, 2009, 2008 and 2007, we had commitments to extend credit of $238.2 million, $153.4 million, and $284.9 million, respectively. Obligations under standby letters of credit were $13.0 million, $12.7 million, and $10.0 million, for 2009, 2008 and 2007, respectively, and the obligations under commercial letters of credit were $9.7 million, $15.1 million, and $10.8 million for the same periods.

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        The effect on our revenues, expenses, cash flows and liquidity from the unused portion of the commitments to provide credit cannot be reasonably predicted because there is no guarantee that the lines of credit will be used.

        In the normal course of business, we are involved in various legal claims. We have reviewed all legal claims against us with counsel and have taken into consideration the views of counsel as to the outcome of the claims. In our opinion, the final disposition of all such claims will not have a material adverse effect on our financial position and results of operations.

        The Company has invested in certain limited partnerships that were formed to develop and operate apartment complexes designed as high-quality affordable housing for lower income tenants throughout the United States. As of December 31, 2009, the Company had nine investments, with a net carrying value of $13.7 million at December 31, 2009. Commitments to fund investments in affordable housing partnerships totaled $11.4 million at December 31, 2009 with the last of the commitments ending in 2015.

Other Earning Assets

        For various business purposes, we make investments in earning assets other than the interest-earning assets discussed above. Before 2003, the only other earning assets held by us were insignificant amounts of Federal Home Loan Bank stock and the cash surrender value of the BOLI.

        In an effort to provide additional benefits aimed at retaining key employees, while generating a tax-exempt noninterest income stream, we purchased $10.5 million and $3.0 million in BOLI during 2003 and 2005, respectively, from insurance carriers rated AA or above. In 2008 and 2009, we purchased $532,000 and $96,000 more in BOLI from the same insurance carriers. We are the owner and the primary beneficiary of the life insurance policies and recognize the increase of the cash surrender value of the policies as tax-exempt other income.

        In 2003, we also invested in several low-income housing tax credit funds ("LIHTCF") to promote our participation in CRA activities. We committed to invest, over two to three years, a total of $3 million to two different LIHTCF—$1 million in Apollo California Tax Credit Fund XXII, LP, and $2 million in Hudson Housing Los Angeles Revitalization Fund, LP. In 2006, in order to promote our CRA activities in each of the assessment areas in Dallas, New York, and Los Angeles, we also committed to invest additional $1 million, $2 million, and $3 million in WNC Institutional Tax Credit Fund XXI, WNC Institutional Tax Credit Fund X New York Series 7, and WNC Institutional Tax Credit Fund X California Series 6, respectively. We then made $4 million additional commitment to invest in Hudson Housing Los Angeles Revitalization Fund IV LP in 2007. We receive the returns on these investments, over the fifteen years following the said two to three-year investment periods in the form of tax credits and tax deductions. In 2008, we committed to invest $3 million in WNC Institutional Tax Credit Fund X New York Series 9 in order to promote our CRA activities in the assessment area in New York and $3 million in WNC Institutional Tax Credit Fund 26 in order to promote our CRA activities in the assessment area in Dallas. During the past year in 2009, we committed to invest $5 million in NHT 28 Tax Credit Fund and $5 million in Enterprise Green Communities West Fund in order to promote our CRA activities in the assessment area in Los Angeles, California.

        As collateral for our FHLB borrowings, we are required by FHLB to invest in FHLB stock. In 2009, our total additional investment in FHLB stock was $3.3 million which was recorded as a result of the Mirae acquisition. We received no stock dividends from FHLB but dividends were received in the form of cash from our FHLB stock holdings amounting to $43,000 in 2009. Therefore, the total asset value of the FHLB stock increased $3.3 million to $20.9 million as of year-end 2009 from $17.5 million in the prior year.

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        The balances of other earning assets as of December 31, 2009 and December 31, 2008 were as follows:

(Dollars in Thousands)	Balance as of December 31, 2009		Balance as of December 31, 2008
Type
BOLI	$	18,037	$	17,395
LIHTCF		13,732		9,019
Federal Home Loan Bank Stock		20,850		17,537

Deposits and Other Sources of Funds

Deposits

        Deposits are our primary source of funds. Total deposits at December 31, 2009, 2008 and 2007 were $2.8 billion, $1.81 billion, and $1.76 billion, respectively, representing an increase of $1.1 billion, or 56.0%, in 2009 and $49.5 million, or 2.8%, in 2008. The average deposits for the years ended December 31, 2009, 2008 and 2007 were $2.3 billion, $1.74 billion, and $1.74 billion, respectively. The average deposit balances remained about the same between year ends of 2008 and 2007. However, 2009 average deposits increased 31.6% or $55.1 million. In 2007, the average deposit balances increased $161.1 million, or 10.2%, from the prior year end.

        The increase in deposits is a result of the acquisition of Mirae Bank, the inflow of deposits from peer institutions, and the due to our expansion in the East Coast region of our operations. Deposits acquired from Mirae Bank totaled $293.4 million at the time of the acquisition. As a result of the acquisition, we experienced a large inflow of deposits due to customers' perception of our financial strength. We expect our expansion into the New York/New Jersey area and more branch coverage within our primary market of Southern California to continue to outpace the existing deposit competition.

        After 2004, our niche market depositor's preference in time deposits bearing relatively high interest rates decreased the level of deposits in transactional accounts and we increased our reliance on time deposits to fund our loan growth. Despite our efforts in controlling the growth of expensive time deposits, the percentage of the average time deposits over the average total deposits slightly increased to 56.7% in 2009 from 56.4% in 2008 and 53.2% in 2007, because of the stiff competition for deposits in the markets where we do business. However, the increase from 2008 to 2009 is due to growth in time deposits less than $100,000, which are considered as core deposits. Jumbo time deposits, or time deposits with balances of $100,000 or greater as a percentage of total average deposits, decreased during the same period. We will continue to promote our core-deposit campaign in order to achieve the assigned core deposit goals and to reduce our level of time deposit reliance going forward.

        The average rate paid on time deposits in denominations of $100,000 or more decreased to 2.45% in 2009 as compared with 3.27% in 2008, which previously decreased from 5.22% in 2007. Please see "Net Interest Income and Net Interest Margin" for further discussions.

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        The following tables summarize the distribution of average daily deposits and the average daily rates paid for the years indicated:

Average Deposits

	For the Years Ended December 31,
	2009					2008					2007
	Average Balance		Average Rate			Average Balance		Average Rate			Average Balance		Average Rate
	(Dollars in Thousands)
Demand, noninterest-bearing	$	333,568				$	298,163				$	315,176
Money market		584,054		2.37	%		402,323		3.27	%		445,130		4.51	%
Super NOW		20,546		0.86	%		21,290		1.34	%		22,511		1.32	%
Savings		55,639		3.47	%		38,250		3.39	%		29,816		2.38	%
Time certificates of deposit in denominations of $100,000 or more		944,012		2.45	%		797,404		3.74	%		776,697		5.22	%
Other time deposits		357,590		2.68	%		186,639		3.93	%		146,837		4.87	%
Total deposits	$	2,295,409		2.12	%	$	1,744,069		2.98	%	$	1,736,167		3.96	%

        The scheduled maturities of our time deposits in denominations of $100,000 or greater at December 31, 2009 are, as follows:

Maturities of Time Deposits of $100,000 or More, at December 31, 2009

(Dollars in Thousands)

Three months or less		$	411,122
Over three months through six months			156,906
Over six months through twelve months			201,028
Over twelve months			26,623
	Total	$	795,679

        Because our client base is comprised primarily of commercial and industrial accounts, individual account balances are generally higher than those of consumer-oriented banks. A number of clients' carry deposit balances that were more than 1% of our total deposits, but at both December 31, 2009, 2008 and 2007, the California State Treasury was the only depositor whose deposit balance was more than 3% of our total deposits.

        In addition to our regular customer base, we also accept brokered deposits on a selective basis at reasonable interest rates to augment deposit growth. During 2009, the ongoing financial crisis and stiff competition for customer deposits among banks within the markets where we do business has driven up interest rates on various deposit products. As a result, broker deposits have been lower in cost, as compared with other time deposits. Accordingly, as our liquidity has improved in 2009 through the inflow of core deposits, we were able to decrease these deposits to $24.0 million at December 31, 2009 from $147.9 million and $62.6 million, at December 31, 2008 and 2007, respectively, in order to improve our net interest margin and to limit our reliance on high interest rate time deposits. Most of the brokered deposits will mature within one year.

FHLB Borrowings

        Although deposits are the primary source of funds for our lending and investment activities and for general business purposes, we may obtain advances from the FHLB as an alternative to retail

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deposit funds. We have historically utilized borrowings from FHLB in order to take advantage of the flexibility and comparatively low cost. Due to the ongoing financial crisis and stiff competition for customer deposits among banks in our market, we have occasionally used FHLB borrowings as an alternative to fund our growing loan portfolio. See "Liquidity Management" below for the details on the FHLB borrowings program.

        The following table is a summary of FHLB borrowings for fiscal years 2009 and 2008:

(Dollars in thousands)	2009			2008
Balance at year-end	$	232,000		$	260,000
Average balance during the year	$	310,982		$	286,213
Maximum amount outstanding at any month-end	$	387,000		$	370,000
Average interest rate during the year		2.27	%		3.23	%
Average interest rate at year-end		2.22	%		3.16	%

TARP Preferred Stock

        On December 12, 2008, we issued to the U.S. Treasury 62,158 shares of Series A Preferred Stock and a warrant to purchase initially 949,460 shares of our common stock, for an aggregate purchase price of $62,158,000. The warrant has an exercise price of $9.82 per share. The $62.2 million of Series A Preferred Stock qualifies as Tier 1 capital and carries an initial 5% coupon for the first 5 years, which will adjust to 9% thereafter. Dividends are cumulative, computed on the basis of a 360-day year or 30-day months, and payable quarterly in arrears on the 15th day of February, May, August and November of each year. We are permitted, subject to consultation with the appropriate federal banking agency, to repay to the U.S. Treasury any financial assistance received under the TARP Capital Purchase Program without penalty, delay or the need to raise additional replacement capital. The U.S. Treasury is to promulgate regulations to implement the procedures under which a TARP participant may repay any assistance received. As of the date of this Report, the U.S. Treasury had not yet issued such regulations.

Junior Subordinated Debentures; Trust Preferred Securities

        In December 2002, the Bank issued $10 million of the 2002 Junior Subordinated Debentures. Subsequently, the Company, as a wholly-owned subsidiary in 2003 and as a parent company of the Bank in 2005 and 2007, issued a total of $77,321,000 of Junior Subordinated Debentures in connection with a $75,000,000 trust preferred securities issuance by statutory trusts wholly-owned by the Company.

        2002 Bank Level Junior Subordinated Debenture.    In December 2002, the Bank issued a $10 million Junior Subordinated Debenture (the "2002 debenture"). The interest rate payable on the 2002 debenture was 4.57% at December 31, 2008, which rate adjusts quarterly to the three-month LIBOR plus 3.10%. The 2002 debenture will mature on December 26, 2012. Interest on the 2002 debenture is payable quarterly and no scheduled payments of principal are due prior to maturity. The entire $10 million debenture, in whole or in part, was callable upon the Bank's option on any March 26, June 26, September 26 or December 26 on or after December 26, 2007 (the "Redemption Date") pursuant to Section 10.1 of the Debenture agreement. Depending on the level of interest rate difference and our level of fund sources, we may decide to exercise and call the debenture in 2010.

        The 2002 debenture is treated as Tier 2 capital for Bank regulatory capital purposes. Likewise, on a consolidated basis, the 2002 debenture also is treated as Tier 2 capital for holding company level capital purposes under current Federal Reserve Board capital guidelines.

        2003 Junior Subordinated Debenture; Trust Preferred Securities Issuance.    In December 2003, Wilshire Bancorp was formed as a wholly-owned subsidiary of the Bank, in order to raise additional

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capital funds through the issuance of trust preferred securities. Prior to the completion of the August 2004 bank holding company reorganization, Wilshire Bancorp organized its wholly owned subsidiary, Wilshire Statutory Trust I, which issued $15 million in trust preferred securities. Wilshire Bancorp then purchased all of the common interest in the Wilshire Statutory Trust I ($464,000) and issued the 2003 Junior Subordinated Debenture (the "2003 debenture") in the amount of approximately $15.5 million to the Wilshire Statutory Trust I with terms substantially similar to the 2003 trust preferred securities in exchange for the proceeds from the issuance of the Wilshire Statutory Trust I's 2003 trust preferred securities and common securities. Wilshire Bancorp subsequently deposited the proceeds from the 2003 debenture in a depository account at the Bank and infused $14.5 million as additional equity capital to the Bank immediately following the holding company reorganization. The rate of interest on the 2003 debenture and related trust preferred securities was 4.72% at December 31, 2008, which adjusts quarterly to the three-month LIBOR plus 2.85%. The 2003 debenture and related trust preferred securities will mature on December 17, 2033. The interest on both the 2003 debenture and related trust preferred securities is payable quarterly and no scheduled payments of principal are due prior to maturity. The entire $15 million trust preferred securities, in whole or in part, was callable upon the Company's option on any March 17, June 17, September 17 or December 17 on or after December 17, 2008 (the "Redemption Date") pursuant to Section 10.1 of the trust preferred securities agreement. Depending on the level of discount rate difference and our level of fund sources, we may decide to exercise and call the trust preferred securities in 2009.

        March 2005 Junior Subordinated Debenture; Trust Preferred Securities Issuance.    In March 2005, Wilshire Bancorp organized its wholly owned subsidiary, Wilshire Statutory Trust II, which issued $20 million in trust preferred securities. Wilshire Bancorp then purchased all of the common interest in the Wilshire Statutory Trust II ($619,000) and issued the 2005 Junior Subordinated Debenture (the "March 2005 debenture") in the amount of $20.6 million to the Wilshire Statutory Trust II with terms substantially similar to the March 2005 trust preferred securities in exchange for the proceeds from the issuance of the Wilshire Statutory Trust II's March 2005 trust preferred securities and common securities. Wilshire Bancorp subsequently deposited the proceeds from the March 2005 debenture in a depository account at the Bank and infused $14 million as additional equity capital to the Bank. The rate of interest on the March 2005 debenture and related trust preferred securities was 3.66% at December 31, 2008, which adjusts quarterly to the three-month LIBOR plus 1.79%. The March 2005 debenture and related trust preferred securities will mature on March 17, 2035. The interest on both the March 2005 debenture and related trust preferred securities are payable quarterly and no scheduled payments of principal are due prior to maturity. Wilshire Bancorp may redeem the March 2005 debenture (and in turn the trust preferred securities) in whole or in part at par prior to maturity on or after March 17, 2010.

        September 2005 Junior Subordinated Debenture; Trust Preferred Securities Issuance.    In September 2005, Wilshire Bancorp organized its wholly owned subsidiary, Wilshire Statutory Trust III, which issued $15 million in trust preferred securities. Wilshire Bancorp then purchased all of the common interest in the Wilshire Statutory Trust III and issued its Junior Subordinated Debt Securities (the "September 2005 debenture") in the amount of $15.5 million to the Wilshire Statutory Trust III with terms substantially similar to the September 2005 trust preferred securities and common securities. Wilshire Bancorp subsequently deposited the proceeds from the September 2005 debenture in a depository account at the Bank. Until September 15, 2010, the securities will be fixed at a 6.07% annual interest rate, thereafter converting to a floating rate of three-month LIBOR plus 1.40%, resetting quarterly. The September 2005 debenture and related trust preferred securities will mature on September 15, 2035. The interest on both the September 2005 debenture and related trust preferred securities are payable quarterly and no scheduled payments of principal are due prior to maturity. Wilshire Bancorp may redeem the September 2005 debenture (and in turn the trust preferred securities) in whole or in part at par prior to maturity on or after September 15, 2010.

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        July 2007 Junior Subordinated Debenture; Trust Preferred Securities Issuance.    In July 2007, Wilshire Bancorp organized its wholly owned subsidiary, Wilshire Statutory Trust IV, which issued $25 million in trust preferred securities. Wilshire Bancorp then purchased all of the common interest in the Wilshire Statutory Trust IV ($774,000) and issued the 2007 Junior Subordinated Debenture (the "July 2007 debenture") in the amount of $25.8 million to the Wilshire Statutory Trust IV with terms substantially similar to the July 2007 trust preferred securities in exchange for the proceeds from the issuance of the Wilshire Statutory Trust IV's July 2007 trust preferred securities and common securities. Wilshire Bancorp subsequently deposited the proceeds from the July 2007 debenture in a depository account at the Bank. The rate of interest on the July 2007 debenture and related trust preferred securities was 3.38% at December 31, 2008, which adjusts quarterly to the three-month LIBOR plus 1.38%. The July 2007 debenture and related trust preferred securities will mature on September 15, 2037. The interest on both the July 2007 debenture and related trust preferred securities are payable quarterly and no scheduled payments of principal are due prior to maturity. Wilshire Bancorp may redeem the July 2007 debenture (and in turn the trust preferred securities) in whole or in part at par prior to maturity on or after September 15, 2012.

        Payments of distributions on the trust preferred securities and payments on redemption of the trust preferred securities are guaranteed by Wilshire Bancorp. The junior subordinated debentures are senior to our shares of common stock and Series A Preferred Stock. As a result, in the event of our bankruptcy, dissolution or liquidation, the holder of the junior subordinated debentures must be satisfied before any distributions can be made to the holders of our common stock or Series A Preferred Stock. We have the right to defer distributions on the junior subordinated debentures and related trust preferred securities for up to five years, during which time no dividends may be paid to holders of our common stock.

        On March 1, 2005, the Federal Reserve Board adopted a final rule that allows continued inclusion of trust preferred securities in the Tier 1 capital of bank holding companies, subject to stricter quantitative limits. Under the final rule, bank holding companies may include trust preferred securities in Tier 1 capital in an amount (together with other restricted core capital elements) equal to 25% of the sum of core capital elements (including restricted core capital elements) net of goodwill less any associated deferred tax liability. Amounts in excess of these limits will generally be included in Tier 2 capital. For purposes of this rule, restricted core capital elements are generally to be comprised of qualifying cumulative perpetual preferred stock and related surplus, minority interest related to qualifying cumulative perpetual preferred stock directly issued by a consolidated U.S. depository institution or foreign bank subsidiary, minority interest related to qualifying common stock or qualifying cumulative perpetual preferred stock directly issued by a consolidated subsidiary that is neither a U.S. depository institution or a foreign bank and qualifying trust preferred securities.

        The final rule provides a transition period for bank holding companies to come into compliance with the new required capital restrictions. Accordingly, while the final rule became effective on April 11, 2005, for practical purposes, bank holding companies will have until March 31, 2011 (an extension of the previous effective date of March 31, 2009 as a result of continued economic pressures) to come into compliance with the final rule's capital restrictions due to the transition period. Therefore all Bank Holding Companies may include cumulative, perpetual preferred stock and trust preferred securities in Tier 1 capital up to the 25% of total core capital.

        In extending the transition period to 2009, the Federal Reserve noted that the extended period will provide bank holding companies with existing trust preferred securities with call features after the first five years an opportunity to restructure their capital elements in order to conform to the limitations of the final rule. Under the final rule, as of December 31, 2009, Wilshire Bancorp categorized all $75.0 million trust preferred securities as Tier 1 capital.

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Asset/Liability Management

        Management seeks to ascertain optimum and stable utilization of available assets and liabilities as a vehicle to attain our overall business plans and objectives. In this regard, management focuses on measurement and control of liquidity risk, interest rate risk and market risk, capital adequacy, operation risk and credit risk. See "Risk Factors" for further discussion on these risks. Information concerning interest rate risk management is set forth under "Item 7A—Quantitative and Qualitative Disclosures about Market Risk."

Liquidity Management

        Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include funding of securities purchases, providing for customers' credit needs and ongoing repayment of borrowings. Maintenance of adequate liquidity requires that sufficient resources be available at all time to meet our cash flow requirements. Liquidity in a banking institution is required primarily to provide for deposit withdrawals and the credit needs of its customers and to take advantage of investment opportunities as they arise. Liquidity management involves our ability to convert assets into cash or cash equivalents without incurring significant loss, and to raise cash or maintain funds without incurring excessive additional cost. Our liquidity is actively managed on a daily basis and reviewed periodically by the Asset/Liability Committee and the Board of Directors. This process is intended to ensure the maintenance of sufficient funds to meet the needs of the Company, including adequate cash flow for off-balance sheet instruments.

        Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and brokered deposits, federal funds facilities, repurchase agreement facilities, advances from the FHLB of San Francisco, and issuance of long-term debt. These funding sources are augmented by payments of principal and interest on loans, the routine liquidation of securities from the available-for-sale portfolio and securitizations of loans. In addition, government programs, such as FDIC's TLGP, may influence deposit behavior. Primary use of funds include withdrawal of and interest payments on deposits, originations and purchases of loans, purchases of investment securities, and payment of operating expenses.

        During the years ended December 31, 2009, 2008, and 2007, we experienced net cash inflows from operating activities of $16.7 million, $25.9 million, and $32.0 million, respectively. In 2009, net cash provided by operating activities was primarily attributable to the $20.1 million net income adjusted for various non-cash flow adjustments, including the subtraction of $93.5 million "origination of loan held for sale," and additions of $80.0 million "proceeds from sale of loans held for sale" and $68.6 million "provision for losses on loans and loan commitments." Similarly in 2008 and 2007, the net cash provided by operating activities were primarily attributable to the net income earned during the immediately preceding years.

        Net cash outflows from investing activities totaled $474.4 million, $251.2 million, and $305.9 million, during 2009, 2008 and 2007, respectively. During 2008 and 2007 net cash out-flows were primarily related to the net increases in loans receivable for those years. However, in 2009, investment security purchases was the largest single contributing factor at $866.9 million. Largest cash in-flows were also attributed to securities, cash from matured and sold securities totaled $505.6 million in 2009.

        Net cash inflows from financing activities were $596.0 million, $230.3 million, and $161.2 million for 2009, 2008, and 2007, respectively. The net cash provided by financing activities in 2009 was primarily due to the increase in deposits, which totaled $722.2 million. In addition to the deposit increase, the pay down of $117.5 million in FHLB advances was the next largest financing activity. The net cash provided by financing activities in 2008 was primarily due to the proceeds from FHLB borrowings and other borrowings of $124.0 million, and issuance of Series A Preferred Stock to the U.S. Treasury in an amount equal to $62.2 million. In addition to the debt and equity financing, there

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was a $49.5 million net increase in deposits. In 2007, net cash provided by financing activities were primarily related to $130.0 million FHLB borrowings and other borrowings, and $25.8 million proceed from issuance of trust preferred securities.

        For purpose of having liquid cash available for emergencies, we maintain a portion of our funds in cash and cash equivalents, deposits in other financial institutions and loans and securities available for sale. Our liquid assets at December 31, 2009, 2008, and 2007 totaled approximately $923.3 million, $345.1 million, $324.7 million, respectively. Our liquidity level measured as the percentage of liquid assets to total assets was 26.9%, 14.1%, and 14.8% at December 31, 2009, 2008 and 2007, respectively. The increase in liquid assets in 2009 is a result both large inflows of deposits during the year, in particular core deposits and assets from the acquisition of Mirae Bank in the second quarter.

        As a secondary source of liquidity, we have available a combination of borrowing sources comprised of the Federal Reserve Bank's discount window, FHLB advances, federal funds lines with various corresponding banks, and several master repurchase agreements with major brokerage companies. Among all these sources, we prefer advances from the FHLB to supplement our supply of lendable funds and to meet deposit withdrawal requirements. Advances from the FHLB are typically secured by our mortgage loans and stock issued by the FHLB. Advances are made pursuant to several different programs. Each credit program has its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution's net worth or on the FHLB's assessment of the institution's creditworthiness. While this fund provides flexibility and reasonable cost, we limit our use to 50% of our borrowing capacity, as such borrowing does not qualify as core funds.

        As of December 31, 2009, our borrowing capacity from the FHLB was about $945.6 million and the outstanding balance was $232.0 million, or approximately 24.5% of our borrowing capacity. As of December 31, 2009, we also maintained a guideline to purchase up to a combined $75.0 million in federal funds through lines with four correspondent banks. Borrowing capacity at the FRB Discount Window stood at $24.4 million, with $26.2 million in securities pledged at December 31, 2009. It is management's belief that our liquidity is sufficient to meet the Company's short-term and long-term cash flow needs as they arise.

Capital Resources and Capital Adequacy Requirements

        Historically, our primary source of capital has been internally generated operating income through retained earnings. In order to ensure adequate levels of capital, we conduct ongoing assessments of projected sources and uses of capital in conjunction with projected increases in assets and level of risks. We have considered, and we will continue to consider, additional sources of capital as the need arises, whether through the issuance of additional equity, debt or hybrid securities. When the U.S. Treasury made TARP funds available to financial institutions in October 2008, our Board of Directors decided to take advantage of this opportunity and increased our capital by participating in the program. In December 2008, we received a TARP investment from the U.S. Treasury in the amount of $62.2 million.

        We are subject to various regulatory capital requirements administered by federal banking agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that rely on quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Failure to meet minimum capital requirements can trigger regulatory actions under the prompt corrective action rules that could have a material adverse effect on our financial condition and operations. Prompt corrective action may include regulatory enforcement actions that restrict dividend payments, require the adoption of remedial measures to increase capital, terminate FDIC deposit insurance, and mandate the appointment of a conservator or receiver in severe cases. In addition, failure to maintain a

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well-capitalized status may adversely affect the evaluation of regulatory applications for specific transactions and activities, including acquisitions, continuation and expansion of existing activities, and commencement of new activities, and could adversely affect our business relationships with our existing and prospective clients. The aforementioned regulatory consequences for failing to maintain adequate ratios of Tier 1 and Tier 2 capital could have a material adverse effect on our financial condition and results of operations. Our capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings, and other factors. See Part I, Item 1 "Description of Business—Regulation and Supervision—Capital Adequacy Requirements" in this Annual Report on Form 10-K for additional information regarding regulatory capital requirements.

        As of December 31, 2009, we were qualified as a "well capitalized institution" under the regulatory framework for prompt corrective action. The following table presents the regulatory standards for well-capitalized institutions, compared to our capital ratios as of the dates specified for Wilshire Bancorp, Inc and Wilshire State Bank:

							Actual ratios for the Company as of:
	Regulatory Adequately- Capitalized Standards			Regulatory Well- Capitalized Standards
Wilshire Bancorp, Inc.							December 31, 2009			December 31, 2008			December 31, 2007
Total capital to risk-weighted assets		8	%		10	%		15.81	%		17.09	%		14.58	%
Tier I capital to risk-weighted assets		4	%		6	%		14.37	%		15.36	%		11.83	%
Tier I capital to average assets		4	%		5	%		9.77	%		13.25	%		10.36	%
							Actual ratios for the Bank as of:
	Regulatory Adequately- Capitalized Standards			Regulatory Well- Capitalized Standards
Wilshire State Bank							December 31, 2009			December 31, 2008			December 31, 2007
Total capital to risk-weighted assets		8	%		10	%		15.73	%		13.59	%		13.59	%
Tier I capital to risk-weighted assets		4	%		6	%		14.29	%		11.86	%		11.80	%
Tier I capital to average assets		4	%		5	%		9.71	%		10.24	%		10.33	%

        At December 31, 2009, total shareholders' equity increased by $11.1 million, after declaring cash dividends of $8.8 million ($5.9 million to common shareholders and $2.9 million to preferred shareholders), to $266.1 million from $255.1 million at December 31, 2008. The additional capital was derived from operating income in 2009. In 2008 total shareholders' equity grew by $83.3 million, after declaring cash dividends of $5.9 million, to $255.1 million from $171.8 million at December 31, 2007, as a result of the issuance of $62.2 million in Series A Preferred Stock to the U.S. Treasury. In 2007, total shareholders' equity also grew by $22.2 million from $149.6 million at December 31, 2006, after declaring cash dividends of $5.9 million, primarily from internally generated operating income of $26.8 million.

        As of both December 31, 2009 and 2008, we considered the Junior Subordinated Debentures of $87.3 million, which consists of $10.0 million issued by the Bank and $77.3 million issued by the Company in connection with the issuance of $75.0 million trust preferred securities for the regulatory capital ratio computation purposes. At December 31, 2007, Wilshire Bancorp accounted for $57.1 million of such securities as Tier 1 capital and $27.9 million as Tier 2 capital. At December 31, 2008, as the result of issuance of the Series A Preferred Stock in December 2008, the portion qualified for Tier 1 capital increased to $134.4 million ($59.4 million TARP preferred stock and $75.0 million

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trust preferred securities), decreasing the portion for Tier 2 capital to $10.0 million. For the Bank level, only the $10.0 million debenture issued by the Bank in 2002 is treated as Tier 2 capital. See "Deposits and Other Sources of Funds" for further discussion regarding the capital treatment of subordinated debentures and the trust preferred securities.

Recent Accounting Pronouncements

        In December 2008, the FASB issued ASC 715-20 (formerly FSP SFAS No.132R-1, Employer's Disclosures about Postretirement Benefit Plan Assets), which amends SFAS No. 132R, Employer's Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on employers' disclosures about plan assets of a defined benefit pension or other postretirement plan. The objectives of the disclosures are to provide users of financial statements with an understanding of the plan investment policies and strategies regarding investment allocation, major categories of plan assets, use of fair valuation inputs and techniques, effect of fair value measurements using significant unobservable inputs (i.e., level 3 inputs), and significant concentrations of risk within plan assets. ASC 715-20 is effective for financial statements issued for fiscal years beginning after December 15, 2009, with early adoption permitted and does not require comparative disclosures for earlier periods. The Company is in the process of evaluating the impact that the adoption of ASC 715-20 will have on the consolidated financial statements.

        In April 2009, the FASB issued ASC 820-10-65-4 (formerly FSP SFAS No.157-4), Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, to provide additional guidance for estimating fair value in accordance with ASC 820, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. As some constituents indicated that ASC 820 (SFAS No. 157) and ASC 820-10-35 (FSP SFAS No. 157-3), Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, did not provide sufficient guidance on how to determine whether a market for a financial asset that historically was active is no longer active and whether a transaction is not orderly. Therefore, this ASC 820-10-65-4 includes guidance on identifying circumstances that indicate a transaction is not orderly. We adopted ASC 820-10-65-4 in the second quarter of 2009 and the adoption did not have a material impact on the consolidated financial statements.

        In April 2009, the FASB issued ASC 320-10-65 (Formerly FSP SFAS No.115-2 and SFAS No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairments), which amends the other-than-temporary impairment ("OTTI") guidance in the U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of OTTI on debt and equity securities in the financial statements. This ASC 320-10-65 does not amend existing recognition and measurement guidance related to OTTI of equity securities. This issuance also requires increased and more timely disclosures sought by investors regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. ASC 320-10-65 is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of ASC 320-10-65 did not have a material impact on the consolidated financial statements.

        In April 2009, the FASB issued ASC Topic 825 (formerly FSP SFAS No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments), which amends SFAS No. 107, Disclosure about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This ASC 825 also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. ASC Topic 825 is effective for interim and annual reporting periods ending after June 15, 2009. In periods after initial adoption, Topic 825 requires comparative disclosures only for periods ending after initial

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adoption. The adoption of ASC Topic 825 did not have a material impact on the consolidated financial statements.

        In June 2009, the FASB issued new authoritative guidance under ASC Topic 860 (formerly Statement No. 166) "Transfers and Servicing." This statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. ASC Topic 860 addresses (1) practices that have developed since the issuance of ASC 860-20 that are not consistent with the original intent and key requirements of that statement, and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. ASC Topic 860 is effective at the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual periods thereafter. Early adoption is prohibited. This statement must be applied to transfers occurring on or after the effective date. However, the disclosure provisions of this statement should be applied to transfers that occurred both before and after the effective date. Additionally, on and after the effective date, the concept of qualifying special-purpose entity ("SPE") is no longer relevant for accounting purposes. Therefore, formerly qualifying SPEs, as defined under previous accounting standards, should be evaluated for consolidation by reporting entities on and after the effective date in accordance with the applicable consolidation guidance. The adoption of ASC Topic 860 did not have a material impact on the consolidated financial statements.

        In June 2009, the FASB issued ASC 810 (SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)"). ASC 810 amends FIN 46 (Revised December 2003), "Consolidation of Variable Interest Entities," to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. ASC 810 requires additional disclosures about the reporting entity's involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its affect on the entity's financial statements. ASC 810 will be effective January 1, 2010. The adoption of ASC 810 did not have a material impact on the consolidated financial statements.

        In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162, which is now codified in FASB ASC 105, The Hierarchy of Generally Accepted Accounting Principles. The FASB Accounting Standards Codification ("Codification") will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. ASC 105 is effective for interim and annual financial statements issued after September 15, 2009. The adoption of ASC 105 did not have a material impact on the consolidated financial statements.

        In August 2009, the FASB issued Accounting Standards Update ("ASU") 2009-05 Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value ("ASU 2009-05") which provides guidance on measuring the fair value of liabilities under FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). ASU 2009-05 clarifies that the unadjusted quoted price for an identical liability, when traded as an asset in an active market is a Level 1 measurement for the

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liability and provides guidance on the valuation techniques to estimate fair value of a liability in the absence of a Level 1 measurement. ASU 2009-05 is effective for the first interim or annual reporting period beginning after its issuance. The adoption of ASU 2009-05 did not have a material effect on the consolidated financial statements.

        In December 2009, FASB issued ASU 2009-16, "Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets." Update 2009-16 will require more information regarding transferred financial assets, including securitization transactions, and where entities have continuing exposure to risks related to transferred financial assets. This standard is effective at the start of a company's first fiscal years beginning after November 15, 2009, or January 1, 2010, for companies reporting earnings on a calendar year basis. As a result of certain recourse provisions that are included in the sale of SBA guaranteed loans, ASU 2009-16 will result in a change in classification of SBA guarantee loans sold from SBA sold loans to secured borrowings, until such recourse provision expire. We do not expect adoption of this standard to have a material impact on the consolidated financial statements.

        In December 2009, the FASB issued Accounting Standards Update 2009-17, "Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities," as an amendment to FASB 167. ASU 2009-17 revises the consolidation guidance for variable interest entities and modifies the approach for determining the primary beneficiary of a variable interest entity (VIE). Under ASU 2009-17, the primary beneficiary is the variable interest holder that has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. In addition, ASU 2009-17 provides guidance on shared power and joint venture relationships, removes the scope exemption for qualified special purpose entities, revises the definition of a VIE, and requires additional disclosures. ASU 2009-17 is effective for fiscal years beginning after November 15, 2009 or January 1, 2010, for companies reporting earnings on a calendar year basis. We do not expect adoption of this standard to have a material impact on the consolidated financial statements.

        In February 2010, the FASB issued ASU 2010-09, and amendment of ASC 855 (formerly Statement No. 165, Subsequent Events). ASC 855 was issued to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. ASC Topic 2010-09 amends ASC 855 by adding the "SEC filer", and "revised financial statements" to the ASC Master Glossary while removing the definition of "public entity" from the glossary. The amendment also exempts SEC filers from disclosing the date through which subsequent events have been evaluated and require SEC files and conduit debt obligors to evaluate subsequent events through the date the financial statements are issued. ASU 2010-09 is effective as of the issue date for financial statements that are issued, available to be issued, or revised. We do not expect adoption of this update to have a material impact on the consolidated financial statements.

Impact of Inflation; Seasonality

        Inflation primarily impacts us through its effect on interest rates. Our primary source of income is net interest income, which is affected by changes in interest rates. We attempt to limit the impact of inflation on our net interest margin through management of rate-sensitive assets and liabilities and the analysis of interest rate sensitivity. The effect of inflation on premises and equipment as well as noninterest expenses has not been significant for the periods covered in this report. Our business is generally not seasonal.

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Item 7A.    Quantitative and Qualitative Disclosures about Market Risk

        Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest rate risk inherent in lending, investing and deposit taking activities. We evaluate market risk pursuant to policies reviewed and approved annually by our Board of Directors. The Board delegates responsibility for market risk management to the Asset & Liability Management ("ALM") Committee, which reports monthly to the Board on activities related to market risk management. As part of the management of our market risk, our ALM committee may direct changes in the mix of assets and liabilities. To that end, we actively monitor and manage interest rate risk exposures.

        Interest rate risk management involves development, analysis, implementation and monitoring of earnings to provide stable earnings and capital levels during periods of changing interest rates. In the management of interest rate risk, we utilize monthly gap analysis and quarterly simulation modeling to determine the sensitivity of net interest income and economic value of equity. These techniques are complementary and are used together to provide a more accurate measurement of interest rate risk.

        Gap analysis measures the repricing mismatches between assets and liabilities. The interest rate sensitivity gap is determined by subtracting the amount of liabilities from the amount of assets that reprice in a particular time interval. If repricing assets exceed repricing liabilities in any given time period, we would be deemed to be "asset-sensitive" for that period. Conversely, if repricing liabilities exceed repricing assets, we would be deemed to be "liability-sensitive" for that period.

        We usually seek to maintain a balanced position over the period of one year to ensure net interest margin stability in times of volatile interest rates. This is accomplished by maintaining a similar level of interest-earning assets and interest-paying liabilities available to be repriced within one year.

        The change in net interest income may not always follow the general expectations of an "asset-sensitive" or a "liability-sensitive" balance sheet during periods of changing interest rates. This possibility results from interest rates changing by differing increments and at different time intervals for each type of interest-sensitive asset and liability. The interest rate sensitivity gaps reported in the tables arise when assets are funded with liabilities having different repricing intervals. Because these gaps are actively managed and change daily as adjustments are made in interest rate views and market outlook, positions at the end of any period may not reflect our interest rate sensitivity in subsequent periods. We attempt to balance longer-term economic views against prospects for short-term interest rate changes.

        Although the interest rate sensitivity gap is a useful measurement and contributes to effective asset and liability management, it is difficult to predict the effect of changing interest rates based solely on that measure. As a result, the ALM committee also regularly uses simulation modeling as a tool to measure the sensitivity of earnings and net portfolio value ("NPV") to interest rate changes. The NPV is defined as the net present value of an institution's existing assets, liabilities and off-balance sheet instruments. The simulation model captures all assets, liabilities and off-balance sheet financial instruments and accounts for significant variables that are believed to be affected by interest rates. These include prepayment speeds on loans, cash flows of loans and deposits, principal amortization, call options on securities, balance sheet growth assumptions and changes in rate relationships as various rate indices react differently to market rates.

        Although the simulation measures the volatility of net interest income and net portfolio value under immediate increase or decrease of market interest rate scenarios in 100 basis point increments, our main concern is the negative effect of a reasonably-possible worst scenario. The ALM policy prescribes that for the worst possible rate decreasing scenario the possible reduction of net interest income and NPV should not exceed 20% of the base net interest income and 25% of the base NPV, respectively.

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        In general, based upon our current mix of deposits, loans and investments, decrease in interest rates would result the increase of net interest margin and NPV. Increase in interest rates would be expected to have opposite effect. However, given in the record low interest rate environment, further decrease in interest rate will result in net interest margin as shown in our simulation measures below.

        Management believes that the assumptions used to evaluate the vulnerability of our operations to changes in interest rates approximate actual experience and considers them reasonable; however, the interest rate sensitivity of our assets and liabilities and the estimated effects of changes in interest rates on our net interest income and NPV could vary substantially if different assumptions were used or actual experience differs from the historical experience on which they are based.

        The following table sets forth the interest rate sensitivity of our interest-earning assets and interest-bearing liabilities as of December 31, 2009 using the interest rate sensitivity gap ratio. For purposes of the following table, an asset or liability is considered rate-sensitive within a specified period when it can be repriced or matures within its contractual terms. Actual payment patterns may differ from contractual payment patterns.

Interest Rate Sensitivity Analysis

			At December 31, 2009
			Amounts Subject to Repricing Within
			0-3 months			3-12 months			1-5 years			After 5 years			Total
			(Dollars in Thousands)
Interest-earning assets:
	Gross loans(1)		$	1,404,320		$	114,615		$	881,288		$	32,529		$	2,432,752
	Investment securities			1,263			30,529			263,930			355,705			651,427
	Federal funds sold and cash equivalents agreement to resell			80,004			—			—			—			80,004
	Interest-earning deposits			—			—			—			—			—
		Total	$	1,485,587		$	145,144		$	1,145,218		$	388,234		$	3,164,183
Interest-bearing liabilities:
	Savings deposits		$	71,600		$	—		$	—		$	—		$	71,600
	Time deposits of $100,000 or more			411,120			357,933			26,623			—			795,676
	Other time deposits			53,313			447,666			142,685			18			643,682
	Other interest-bearing deposits			932,064			—			—			—			932,064
	FHLB Advances demand deposits			106,000			16,000			110,000			—			232,000
	Junior Subordinated Debenture demand deposits			71,857			—			15,464			—			87,321
		Total	$	1,645,954		$	821,599		$	294,772		$	18		$	2,762,343
Interest rate sensitivity gap			$	(160,367	)	$	(676,455	)	$	850,446		$	388,216		$	401,840
	Cumulative interest rate sensitivity gap			(160,367	)		(836,822	)		13,624			401,840
Cumulative interest rate sensitivity gap ratio (based on total assets)				-4.67	%		-24.35	%		0.40	%		11.70	%

⁽¹⁾

Excludes the gross amount of non-accrual loans of approximately $89.3 million at December 31, 2009.

        The following table sets forth our estimated net interest income over a twelve months period and NPV based on the indicated changes in market interest rates as of December 31, 2009.

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(Dollars in Thousands)

Change (in Basis Points)		Net Interest Income (Next Twelve Months)		% Change			NPV		% Change
	+200	$	121,186		-4.22	%	$	306,889		-15.99	%
	+100		122,449		-3.22	%		338,673		-7.29	%
	0		126,520		—			365,303		—
	-100		126,585		0.05	%		346,173		-5.24	%
	-200		123,305		-2.54	%		323,912		-11.33	%

        Our strategies in protecting both net interest income and economic value of equity from significant movements in interest rates involve restructuring our investment portfolio and using FHLB advances. Although our policy also permits us to purchase rate caps and floors and interest rate swaps, we are not currently engaged in any of those types of transactions.

Item 8.    Financial Statements and Supplementary Data

        The information required by this item is included in Part IV, Item 15(a)(1) and are presented beginning on Page F-1.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        Not applicable.

Item 9A.    Controls and Procedures

Controls and Procedures

        As of December 31, 2009, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our "disclosure controls and procedures," as such term is defined under Exchange Act Rules 13a-15(e) and 15d-15(e).

        Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2009, such disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

        In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and in reaching a reasonable level of assurance our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management's Annual Report on Internal Control over Financial Reporting

        Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

95

        Our internal control over financial reporting includes those policies and procedures that:

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

•

provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

        Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

        Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective as of December 31, 2009. The Company's internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control over Financial Reporting

        There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2009 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

96

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Wilshire Bancorp, Inc.
Los Angeles, California

        We have audited the internal control over financial reporting of Wilshire Bancorp, Inc. and subsidiaries (the "Company") as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2009, of the Company and our report dated March 15, 2010 expressed an unqualified opinion on those financial statements.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California
March 15, 2010

97

Item 9B.    Other Information

        Not applicable.

PART III

Item 10.    Directors and Executive Officers of the Registrant

        Information required by this item is incorporated herein by reference to the Company's proxy statement (Schedule 14A) for its 2010 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after December 31, 2009.

Item 11.    Executive Compensation

        Information required by this item is incorporated herein by reference to the Company's proxy statement (Schedule 14A) for its 2010 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after December 31, 2009.

Item 12.    Security Ownership of Certain Beneficial Owners, and Management and Related Shareholder Matters

        Information required by this item is incorporated herein by reference to the Company's proxy statement (Schedule 14A) for its 2010 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after December 31, 2009.

Item 13.    Certain Relationships and Related Transactions and Director Independence

        Information required by this item is incorporated herein by reference to the Company's proxy statement (Schedule 14A) for its 2010 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after December 31, 2009.

Item 14.    Principal Accounting Fees and Services

        Information required by this item is incorporated herein by reference to the Company's proxy statement (Schedule 14A) for its 2010 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after December 31, 2009.

98

PART IV

Item 15.    Exhibits, Financial Statement Schedules

(a)

List of documents filed as part of this report

(1)

Financial Statements

        The following financial statements of Wilshire Bancorp, Inc. are filed as a part of this Form 10-K on the pages indicated:

		Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Financial Statements:
	Consolidated Statements of Financial Condition	F-2
	Consolidated Statement of Operations	F-3
	Consolidated Statements of Changes in Shareholders' Equity	F-4
	Consolidated Statements of Cash Flows	F-6
	Notes to Consolidated Financial Statements	F-8

(2)

Financial Statement Schedules

        Schedules to the financial statements are omitted because the required information is not applicable or the information is presented in the Company's financial statements or related notes.

(3)

Exhibits

Exhibit Table

Reference Number		Item
	3.1	Articles of Incorporation, as amended and restated(1)
	3.2	Second Amended and Restated Bylaws of Wilshire Bancorp, Inc. effective December 12, 2008(2)
	3.3	Certificate of Determination of Fixed Rate Cumulative Perpetual Preferred Stock, Series A(2)
	4.1	Specimen of Common Stock Certificate(3)
	4.2	Indenture of Subordinated Debentures dated as of September 19, 2002(15)
	4.3	Indenture by and between Wilshire Bancorp, Inc. and U.S. Bank National Association dated as of December 17, 2003(3)
	4.4	Amended and Restated Declaration of Trust by and among Wilshire Bancorp, Inc., U.S. Bank National Association, Soo Bong Min and Brian E. Cho dated as of December 17, 2003(4)
	4.5	Guaranty Agreement by and between Wilshire Bancorp, Inc. and U.S. Bank National Association dated as of December 17, 2003(4)
	4.6	Indenture by and between Wilshire Bancorp, Inc. and Wilmington Trust Company dated as of March 17, 2005(4)
	4.7	Amended and Restated Declaration of Trust by and among Wilshire Bancorp, Inc., Wilmington Trust Company, Soo Bong Min, Brian E. Cho and Elaine Jeon dated as of March 17, 2005(4)
	4.8	Guaranty Agreement by and between Wilshire Bancorp, Inc. and Wilmington Trust Company dated as of March 17, 2005(4)
	4.9	Indenture by and between Wilshire Bancorp, Inc. and Wilmington Trust Company dated as of September 15, 2005(4)

99

Reference Number		Item
	4.10	Amended and Restated Declaration of Trust by and among Wilshire Bancorp, Inc., Wilmington Trust Company, Brian E. Cho and Elaine Jeon dated as of September 15, 2005(4)
	4.11	Guaranty Agreement by and between Wilshire Bancorp, Inc. and Wilmington Trust Company dated as of September 15, 2005(4)
	4.12	Indenture by and between Wilshire Bancorp, Inc. and LaSalle Bank National Association dated as of July 10, 2007.(5)
	4.13	Amended and Restated Declaration of Trust by and among LaSalle National Trust Delaware, LaSalle Bank National Association, Wilshire Bancorp, Inc., Soo Bong Min and Brian E. Cho dated as of July 10, 2007.(5)
	4.14	Guarantee Agreement by and between Wilshire Bancorp, Inc. and LaSalle Bank National Association dated as of July 10, 2007.(5)
	4.15	Form of Certificate for the Series A Preferred Stock(2)
	4.16	Warrant to Purchase Common Stock(2)
	10.1	Lease dated September 1, 1996 between the Company and Wilmont, Inc. (Main Office—1st floor)(6)
	10.2	Lease dated May 1, 1990 between the Company and Western Properties Co., Ltd. (Western Branch)(6)
	10.3	Lease dated February 3, 1997 between the Company and Benlin Properties (Downtown Branch)(6)
	10.4	Sublease dated June 20, 1997 between the Company and Property Development Assoc. (Cerritos Branch)(6)
	10.5	1997 Stock Option Plan of Wilshire Bancorp, Inc.(6),(12)
	10.6	Addendum to Downtown Branch Lease, dated February 3, 1997 between the Company and Benlin Properties (Downtown Branch)(7)
	10.7	Lease dated October 26, 1998 between the Company and Union Square Limited Partnership. (Seattle Business Lending Office)(7)
	10.8	Lease dated March 18, 1999 between the Company and BGK Texas Property Management, Inc. (Dallas Business Lending Office)(8)
	10.9	Lease dated February 4, 2000 between the Company and Wilmont, Inc. (Commercial Loan Center and Corporate headquarter—14th floor)(9)
	10.10	Lease dated September 1, 2000 between the Company and Joseph Hanasab (Gardena Office)(10)
	10.11	Lease dated January 8, 2001 between the Company and UNT Atia Co. II, a California general partnership (Rowland Heights Office)(9)
	10.12	Sublease dated March 13, 2002 between the Company and Assi Food International, Inc. (Garden Grove Office)(11)
	10.13	Lease dated October 3, 2002 between the Company and Terok Management, Inc. (Mid-Wilshire Office)(11)
	10.14	Survivor income plan and exhibit thereto (Split dollar agreement)(10),(12)
	10.15	Stock Purchase Agreement by and between Wilshire State Bank and Texas Bank dated January 29, 2004(15)
	10.16	Consulting Agreement with Soo Bong Min dated December 19, 2007(12),(13)
	10.17	Letter Agreement, dated as of December 12, 2008, including the Securities Purchase Agreement—Standard Terms incorporated by reference therein, between the Company and the United States Department of the Treasury(2)
	10.18	Additional Letter Agreement, dated as of December 12, 2008, between the Company and the United States Department of the Treasury(2)

100

Reference Number		Item
	10.19	Form of Letter Agreement, executed by each of Joanne Kim, Alex Ko, Sung Soo Han, Seung Hoon Kang, and David Kim(2)
	10.20	Form of Waiver, executed by each of Joanne Kim, Alex Ko, Sung Soon Han, Seung Hoon Kang, and David Kim(2)
	10.21	Purchase and Assumption Agreement among Federal Deposit Insurance Corporation, Receiver of Mirae Bank, Federal Deposit Insurance Corporation and Wilshire State Bank, dated as of June 26, 2009(16)
	10.22	2008 Stock Option Plan of Wilshire Bancorp, Inc.(12),(14)
	10.23	Lease dated July 31, 2009 between the Company and AYM Investment LLC, Laurel-Crest Group LLC, and Synchronicity LLC. (Downtown Branch)
	10.24	Lease dated January 21, 2010 between the Company and System II LLC. (Cerritos Branch)
	10.25	Addendum to Fashion Town Branch Lease, dated May 31, 2009 between the Company and San Pedro Properties LP. (Fashion Town Branch)
	10.26	Lease dated July 28, 2009 between the Company and New Hampshire Apartments, Inc. (Torrance Branch)
	10.27	Lease dated August 12, 2009 between the Company and Kam Hing Realty-NYC LLC. (Manhattan Branch)
	10.28	Addendum to Denver LPO Lease, dated August 11, 2008 between the Company and RMC/Pavillion Towers, LLC. (Denver, CO LPO)
	10.29	Lease dated December 15, 2009 between the Company and NDI Development. (Atlanta, GA LPO)
	10.30	Addendum to Denver LPO Lease, dated March 31, 2008 between the Company and YPI 9801 Westheimer, LLC. (Houston, TX LPO)
	10.31	Addendum to Annandale, VA LPO Lease, dated February 25, 2010 between the Company and Young H. Lim and Injoo Baik. (Annandale, VA LPO)
	10.32	Lease dated November 19, 2009 between the Company and Regency Centers, LP. (Van Nuys Branch)
	10.33	Lease dated September 2, 2008 between the Company and Roosevelt Avenue Corp. (Flushing, NY Branch)
	10.34	Lease dated July 31, 2009 between the Company and 2140 Lake, LLC c/o Jamison Services Inc. (Olympic Branch)
	11	Statement Regarding Computation of Net Earnings per Share(17)
	12.1	Statement regarding computation of ratios of earnings to fixed charges
	21	Subsidiaries of the Registrant
	23.1	Consent of Independent Registered Public Accounting Firm
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

⁽¹⁾

Incorporated by reference to the Exhibits in the Registration Statement on Form S-4, as filed with the SEC on June 15, 2004.

⁽²⁾

Incorporated by reference to the Exhibits in the Company's Form 8-K, as filed with the SEC on December 17, 2008.

101

⁽³⁾

Incorporated by reference to the Exhibits in the Registration Statement on Form S-4, as filed with the SEC on April 1, 2004.

⁽⁴⁾

Incorporated by reference to the Exhibits to the Company's Form 10-K, as filed with the SEC on March 16, 2007.

⁽⁵⁾

Incorporated by reference to the Exhibits to the Company's Form 10-Q, as filed with the SEC on November 9, 2007.

⁽⁶⁾

Incorporated by reference to the Exhibits to the Company's Form 10-SB Registration Statement, as filed with the FDIC on August 7, 1998.

⁽⁷⁾

Incorporated by reference to the Exhibits to the Company's Form 10-KSB, as filed with the FDIC on March 30, 1999.

⁽⁸⁾

Incorporated by reference to the Exhibits to the Company's Form 10-KSB, as filed with the FDIC on April 5, 2000.

⁽⁹⁾

Incorporated by reference to the Exhibits to the Company's Form 10-KSB, as filed with the FDIC on March 29, 2001.

⁽¹⁰⁾

Incorporated by reference to the Exhibits to the Company's Form 10-Q, as filed with the FDIC on August 20, 2003.

⁽¹¹⁾

Incorporated by reference to the Exhibits to the Company's Form 10-K, as filed with the FDIC on March 31, 2004.

⁽¹²⁾

Indicates compensation or compensatory plan, contract, or arrangement.

⁽¹³⁾

Incorporated by reference to the Exhibits to the Company's Form 8-K, as filed with the SEC on December 20, 2007.

⁽¹⁴⁾

Incorporated by reference to the Exhibits to the Company's Form S-8, as filed with the SEC on July 18, 2008.

⁽¹⁵⁾

Incorporated by reference to the Exhibits to the Company's Form 10-K, as filed with the SEC on March 12, 2009.

⁽¹⁶⁾

Incorporated by reference to the Exhibits to the Company's Form 8-K, as filed with the SEC on June 26, 2009.

⁽¹⁷⁾

The information required by this Exhibit is incorporated by reference from Note [19] of the Company's Financial Statements included herein.

102

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 15, 2010	WILSHIRE BANCORP, INC. a California corporation
	By:	/s/ ALEX KO Alex Ko Chief Financial Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ STEVEN KOH Steven Koh	Chairman and Director	March 15, 2010
/s/ JOANNE KIM Joanne Kim	President and Chief Executive Officer (Principal Executive Officer)	March 15, 2010
/s/ LAWRENCE JEON Lawrence Jeon	Director	March 15, 2010
/s/ KYU-HYUN KIM Kyu-Hyun Kim	Director	March 15, 2010
/s/ MEL ELLIOT Mel Elliot	Director	March 15, 2010
/s/ RICHARD Y. LIM Richard Y. Lim	Director	March 15, 2010
/s/ FRED F. MAUTNER Fred F. Mautner	Director	March 15, 2010

103

Signature	Title	Date
/s/ YOUNG H. PAK Young H. Pak	Director	March 15, 2010
/s/ HARRY SIAFARIS Harry Siafaris	Director	March 15, 2010
/s/ DONALD BYUN Donald Byun	Director	March 15, 2010
/s/ ALEX KO Alex Ko	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 15, 2010

104

Wilshire Bancorp, Inc.

Financial Statements as of December 31, 2009
and 2008 and for Each of the Three Years in the
Period Ended December 31, 2009 and
Report of Independent Registered Public
Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Wilshire Bancorp, Inc.
Los Angeles, California

        We have audited the accompanying consolidated statements of financial condition of Wilshire Bancorp, Inc. and subsidiaries (the "Company") as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Wilshire Bancorp, Inc. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2010 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP

Los Angeles, California
March 15, 2010

F-1

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (DOLLARS IN THOUSANDS)

					December 31, 2009		December 31, 2008
ASSETS
	Cash and due from banks				$	155,753	$	67,540
	Federal funds sold and other cash equivalents					80,004		30,001
		Cash and cash equivalents				235,757		97,541
	Securities available for sale, at fair value (amortized cost of $651,095 and $227,429 at December 31, 2009 and December 31, 2008, respectively)					651,318		229,136
	Securities held to maturity, at amortized cost (fair value of $109 and $135 at December 31, 2009 and December 31, 2008, respectively)					109		139
	Loans receivable, net of allowance for loan losses of $62,130 and $29,437 at December 31, 2009 and December 31, 2008, respectively					2,329,078		2,003,665
	Loans held for sale—at the lower of cost or market					36,233		18,427
	Federal home loan bank stock, at cost					20,850		17,537
	Other real estate owned					3,797		2,663
	Due from customers on acceptances					945		2,213
	Cash surrender value of bank owned life insurance					18,037		17,395
	Investment in affordable housing partnerships					13,732		9,019
	Bank premises and equipment					12,660		11,265
	Accrued interest receivable					15,266		9,975
	Deferred income taxes					18,684		12,051
	Servicing assets					6,898		4,838
	Goodwill					6,675		6,675
	Core deposits intangibles					2,013		1,185
	FDIC loss share indemnification					33,775		—
	Other assets					30,170		6,287
TOTAL					$	3,435,997	$	2,450,011
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
	Deposits:
		Noninterest bearing			$	385,188	$	277,542
		Interest bearing:
			Savings			71,601		44,452
			Money market and NOW accounts			932,063		384,190
			Time deposits of $100,000 or more			795,679		902,804
			Other time deposits			643,684		203,613
				Total deposits		2,828,215		1,812,601
	Federal Home Loan Bank borrowings and other borrowings					232,000		274,000
	Junior subordinated debentures					87,321		87,321
	Accrued interest payable					5,865		6,957
	Acceptances outstanding					945		2,213
	Other liabilities					15,515		11,859
				Total liabilities		3,169,861		2,194,951
SHAREHOLDERS' EQUITY:
	Preferred stock, $1,000 par value—authorized, 5,000,000 shares; issued and outstanding, 62,158 shares at December 31, 2009 and December 31, 2008, respectively					59,931		59,443
	Common stock, no par value—authorized, 80,000,000 shares; issued and outstanding, 29,415,657 shares and 29,413,757 shares at December 31, 2009 and December 31, 2008, respectively					54,918		54,038
	Accumulated other comprehensive income, net of tax					326		1,239
	Retained earnings					150,961		140,340
				Total shareholders' equity		266,136		255,060
TOTAL					$	3,435,997	$	2,450,011

See accompanying notes to consolidated financial statements.

F-2

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

			For Each of the Three Years in the Period Ended December 31, 2009
			2009		2008		2007
INTEREST INCOME:
	Interest and fees on loans		$	139,295	$	137,630	$	144,740
	Interest on investment securities			16,573		10,749		9,975
	Interest on federal funds sold			2,486		254		2,921
		Total interest income		158,354		148,633		157,636
INTEREST EXPENSE:
	Interest on deposits			48,690		51,912		68,766
	Interest on FHLB advances and other borrowings			7,073		9,287		2,067
	Interest on junior subordinated debentures			3,128		4,815		5,453
		Total interest expense		58,891		66,014		76,286
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS				99,463		82,619		81,350
PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS				68,600		12,110		14,980
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES AND LOAN COMMITMENTS				30,863		70,509		66,370
NON-INTEREST INCOME:
	Service charges on deposit accounts			12,738		11,964		9,781
	Gain on sale of loans			3,694		2,186		7,502
	Gain on sale of securities			11,158		—		—
	Loan-related servicing fees			3,703		3,174		2,133
	Gain from acquisition of Mirae Bank			21,679		—		—
	Other income			4,344		3,322		3,168
		Total noninterest income		57,316		20,646		22,584
NON-INTEREST EXPENSES:
	Salaries and employee benefits			26,498		26,517		24,437
	Occupancy and equipment			7,456		6,128		5,302
	Deposit insurance premiums			4,780		1,285		923
	Data processing			3,969		3,111		3,089
	Professional fees			2,337		1,840		1,392
	Other operating			12,329		9,519		9,696
		Total noninterest expenses		57,369		48,400		44,839
INCOME BEFORE INCOME TAXES				30,810		42,755		44,115
INCOME TAXES				10,686		16,282		17,309
NET INCOME				20,124		26,473		26,806
Preferred stock cash dividend and accretion of preferred stock				3,620		155		—
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS			$	16,504	$	26,318	$	26,806
PER COMMON SHARE INFORMATION
	Basic		$	0.56	$	0.90	$	0.91
	Diluted		$	0.56	$	0.90	$	0.91
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:
	Basic			29,413,804		29,368,762		29,339,454
	Diluted			29,422,779		29,407,388		29,449,211

See accompanying notes to consolidated financial statements.

F-3

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(DOLLARS IN THOUSANDS)

								Common Stock
						Preferred Stock		Numbers of Shares			Amount			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Shareholders' Equity
BALANCE—January 1, 2007						$	—		29,197,420		$	49,123		$	(408	)	$	100,920		$	149,635
	Stock options exercised								183,316			138									138
	Cash dividend declared																	(5,866	)		(5,866	)
	Share-based compensation expense											348									348
	Tax benefit from stock options exercised											1,286									1,286
	Stock repurchase								(127,425	)		(1,262	)								(1,262	)
	Cumulative impact of change in accounting for uncertainties in income taxes (net of tax)																	(162	)		(162	)
	Cumulative impact of change in accounting for fair valuation method adoption (net of tax)																	80			80
	Comprehensive income:
		Net income																26,806			26,806
		Other comprehensive income:
			Change in unrealized gain on interest-only strips (net of tax)												117						117
			Change in unrealized gain on securities available for sale (net of tax)												666						666
					Comprehensive income																27,589
BALANCE—December 31, 2007						$	—		29,253,311		$	49,633		$	375		$	121,778		$	171,786
	Stock options exercised								160,446			470									470
	Cash dividend declared or accrued
			Common stock															(5,880	)		(5,880	)
			Preferred stock															(155	)		(155	)
	Share-based compensation expense											1,139									1,139
	Tax benefit from stock options exercised											57									57
	Issuance of preferred stock—62,158 shares						59,419														59,419
	Accretion of discount on preferred stock						24														24
	Issuance of stock warrants—949,460 shares											2,739									2,739
	Cumulative impact of change in accounting for bank owned life insurance (net of tax)																	(1,876	)		(1,876	)
	Comprehensive income:																				—
		Net income																26,473			26,473
		Other comprehensive income:
			Change in unrealized gain on interest-only strips (net of tax)												61						61
			Change in unrealized gain on securities available for sale (net of tax)												803						803
					Comprehensive income																27,337
BALANCE—December 31, 2008						$	59,443		29,413,757		$	54,038		$	1,239		$	140,340		$	255,060
	Stock options exercised								1,900			5									5
	Cash dividend declared or accrued
				Common stock														(5,883	)		(5,883	)
				Preferred Stock														(3,108	)		(3,108	)
	Share-based compensation expense											875									875
	Accretion of discount on preferred stock						488											(512	)		(24	)
	Comprehensive income:
		Net income																20,124			20,124
		Other comprehensive income (loss):
			Change in unrealized gain on interest-only strips (net of tax)												51						51
			Change in unrealized loss on securities available for sale (net of tax)												(964	)					(964	)
					Comprehensive income																19,211
BALANCE—December 31, 2009						$	59,931		29,415,657		$	54,918		$	326		$	150,961		$	266,136

(Continued)

See accompanying notes to consolidated financial statements.

F-4

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(DOLLARS IN THOUSANDS)

		For Each of the Three Years in the Period Ended December 31,
		2009			2008		2007
DISCLOSURE OF RECLASSIFICATION AMOUNTS WITHIN ACCUMULATED OTHER COMPREHENSIVE INCOME:
	Unrealized (losses) gains on securities available for sale arising during year	$	(1,484	)	$	1,384	$	1,147
	Less income tax (benefit) expense		(520	)		581		481
	Net unrealized (losses) gains on securities available for sale	$	(964	)	$	803	$	666
	Net unrealized gains on interest-only strips arising during period	$	84		$	105	$	202
	Less income tax expense		33			44		85
	Net unrealized gains on interest-only strips	$	51		$	61	$	117

(Concluded)

See accompanying notes to consolidated financial statements.

F-5

WILSHIRE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)

				For each of the Three Years in the Period Ended December 31, 2009
				2009			2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	20,124		$	26,473		$	26,806
	Adjustments to reconcile net income to net cash provided by operating activities:
		Amortization (accretion) of investment securities			4,138			1,088			(126	)
		Depreciation of Bank premises and equipment			2,112			1,809			1,628
		Accretion of discount on acquired loans			(8,312	)		—			—
		Amortization of core deposit intangibles			605			298			298
		Amortization of investments in affordable housing partnerships			1,289			809			—
		Provision for losses on loans and loan commitments			68,600			12,110			14,980
		Provision for other real estate owned losses			435			123			—
		Deferred tax benefit			(6,146	)		(3,525	)		(54	)
		Loss on disposition of bank premises and equipment			17			158			12
		Gain from acquisition of Mirae Bank			(21,679	)		—			—
		Net realized gain on sale of loans held for sale			(3,694	)		(2,186	)		(7,502	)
		Proceeds from sale of loans held for sale			66,232			51,681			134,818
		Origination of loans held for sale			(80,139	)		(60,009	)		(131,245	)
		Net realized gain on sale of available for sale securities			(11,158	)		(3	)		(42	)
		Change in unrealized appreciation on serving assets			830			877			1,906
		Net realized gain on sale of other real estate owned			(416	)		(17	)		(138	)
		Share-based compensation expense			875			1,139			348
		Change in cash surrender value of life insurance			(546	)		(634	)		(593	)
		Servicing assets capitalized			(995	)		(766	)		(1,637	)
		Tax benefit from exercise of stock options			—			(57	)		(1,286	)
		(Increase) Decrease in accrued interest receivable			(3,797	)		87			(13	)
		(Increase) Decrease in other assets			(25,274	)		649			(4,004	)
		Dividends of Federal Home Loan Bank stock			—			(616	)		(421	)
		Decrease in accrued interest payable			(4,045	)		(3,483	)		(1,566	)
		Increase (Decrease) in other liabilities			1,561			(77	)		(186	)
			Net cash provided by operating activities		617			25,928			31,983
CASH FLOWS FROM INVESTING ACTIVITIES:
	Proceeds from principal repayment, matured or called securities held to maturity				29			7,245			7,237
	Purchase of securities available for sale				(866,880	)		(117,851	)		(188,388	)
	Proceeds from principal repayments, matured, called, or sold securities available for sale				505,605			113,270			133,285
	Net increase in loans receivable				(121,041	)		(240,482	)		(271,246	)
	Payment of FDIC loss share indemnification				7,737			—			—
	Proceeds from sale of other loans				16,824			—			14,325
	Proceeds from sale of other real estate owned				2,946			875			1,530
	Proceeds from sale of repossessed vehicles				—			28			112
	Purchases of investments in affordable housing partnerships				(6,002	)		(3,606	)		—
	Purchases of bank premises and equipment				(3,234	)		(1,964	)		(2,181	)
	Purchases of Federal home loan bank stock				—			(8,225	)		(732	)
	Purchases of bank owned life insurance				(96	)		(532	)		—
	Proceeds from disposition of Bank equipment				—			3			166
	Net cash and cash equivalents acquired from acquisition of Mirae Bank				5,724			—			—
			Net cash used in investing activities		(458,388	)		(251,239	)		(305,892	)

(Continued)

See accompanying notes to consolidated financial statements.

F-6

WILSHIRE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

			For each of the Three Years in the Period Ended December 31, 2009
			2009			2008			2007
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from exercise of stock options		$	5		$	470		$	138
	Payment of cash dividend on common stock			(5,883	)		(5,872	)		(5,864	)
	Payment of cash dividend on preferred stock			(2,875	)		—			—
	(Decrease) Increase in Federal Home Loan Bank borrowings and other borrowings			(117,500	)		124,000			130,000
	Tax benefit from exercise of stock options			—			57			1,286
	Net increase in deposits			722,240			49,530			11,099
	Increase in junior subordinated debentures			—			—			25,774
	Cash proceed from issuance of preferred stock			—			62,158			—
	Purchases of common stock			—			—			(1,262	)
		Net cash provided by financing activities		595,987			230,343			161,171
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				138,216			5,032			(112,738	)
CASH AND CASH EQUIVALENTS—Beginning of year				97,541			92,509			205,247
CASH AND CASH EQUIVALENTS—End of year			$	235,757		$	97,541		$	92,509
SUPPLEMENTAL DISCLOSURES OF CASH
	FLOW INFORMATION:
	Interest paid		$	59,983		$	69,498		$	77,851
	Income taxes paid		$	21,105		$	19,429		$	16,795
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
	Real estate acquired through foreclosures		$	6,428		$	3,510		$	1,391
	Note financing for OREO sales		$	2,924		$	—		$	—
	Note financing for sale of other loans		$	24,857		$	—		$	—
	Net assets acquired from Mirae Bank (see Note 2)		$	21,679		$	—		$	—
	Other assets transferred to Bank premises and equipment		$	290		$	312		$	120
	Common stock cash dividend declared, but not paid		$	1,471		$	1,471		$	1,463
	Preferred stock cash dividend declared, but not paid		$	388		$	155		$	—

(Concluded)

See accompanying notes to consolidated financial statements.

F-7

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Wilshire Bancorp, Inc. (the "Company" or "We") succeeded to the business and operations of Wilshire State Bank, a California state-chartered commercial bank (the "Bank"), upon consummation of the reorganization of the Bank into a holding company structure, effective as of August 25, 2004. Wilshire State Bank was incorporated under the laws of the State of California on May 20, 1980 and commenced operations on December 30, 1980. The Company was incorporated in December 2003 as a wholly owned subsidiary of the Bank for the purpose of facilitating the issuance of trust preferred securities for the Bank and eventually serving as the holding company of the Bank. The Bank's shareholders approved reorganization into a holding company structure at a meeting held on August 25, 2004. As a result of the reorganization, shareholders of the Bank are now shareholders of the Company and the Bank is a direct subsidiary of the Company. The Bank's primary source of revenue is from providing financing for business working capital, commercial real estate, and trade activities, and its investment portfolio. The accounting and reporting policies of the Bank are in accordance with accounting principles generally accepted in the United States of America and conform to general practices in the banking industry.

Principles of Consolidation—The consolidated financial statements include the accounts of the Company and its subsidiaries. Inter-company transactions and accounts have been eliminated in consolidation.

Cash and Cash Equivalents—Cash and cash equivalents include cash and due from banks, term and overnight federal funds sold, and securities purchased under agreements to resell, all of which have original maturities of less than 90 days. As of December 31, 2009, $155.7 million of cash and cash equivalents were from cash and due from banks, while $80.0 million were term federal funds sold.

Investment Securities—Investments are classified into three categories and accounted for as follows:

(i)

Securities that the Company has the positive intent and ability to hold to maturity are classified as "held to maturity" and reported at amortized cost;



(ii)

Securities that are bought and held principally for the purpose of selling them in the near future are classified as "trading securities" and reported at fair value. The Company had no trading securities at December 31, 2009 and 2008. Unrealized gains and losses are recognized in noninterest income; and



(iii)

Securities not classified as held to maturity or trading securities are classified as "available for sale" and reported at fair value. Unrealized gains and losses are reported, net of taxes, as a separate component of accumulated other comprehensive income (loss) in shareholders' equity.

        Accreted discounts and amortized premiums on investment securities are included in interest income using the effective interest method, and unrealized and realized gains or losses related to holding or selling securities are calculated using the specific-identification method.

        In accordance with ASC 320-10-65-1 (Recognition and Presentation of Other-Than-Temporary Impairments), an other than temporary impairment ("OTTI") is recognized if the fair value of a debt security is lower than the amortized cost and the debt security will be sold, it is more likely than not, that it will be required to sell the security before recovering the amortized cost, or if it is expected that not all of the amortized cost will be recovered. Credit related declines in the fair value of debt

F-8

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

securities below their amortized cost that are deemed to be other than temporary are reflected in earnings as realized losses in the consolidated statements of operations. Declines related to factors aside from credit issues are reflected in other comprehensive income, net of taxes. The Company did not record any other than temporary impairments on investment securities in 2009, 2008 and 2007. The accounting treatment for interest-only strips (I/O strips) are like debt securities; impairment charges reduces the cost basis of the I/O strips and reduce earnings.

        The fair value of investments is accounted for in accordance with ASC 320-10 (SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities). The Company currently utilizes an independent third party bond accounting service for our investment portfolio accounting. The third party provides market values derived using a proprietary matrix pricing model which utilizes several different sources for pricing. The Company uses market values received for investment fair values which are updated on a monthly basis. The market values received is tested annually and is validated using prices received from another independent third party source. All of these evaluations are considered as level 2 in reference to ASC 820.

Loans—Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans.

        Interest on loans is credited to income as earned and is accrued only if deemed collectible. Accrual of interest is generally discontinued when a loan is over 90 days delinquent unless management believes principal and interest on the loan is recoverable. Generally, payments received on nonaccrual loans are recorded as principal reductions. Interest income is recognized after all principal has been repaid or an improvement in the condition of the loan has occurred that would warrant resumption of interest accruals.

        Nonrefundable fees, net of incremental costs, associated with the origination or acquisition of loans are deferred and recognized as an adjustment of the loan yield over the life of the loans using the interest method. Other loan fees and charges, representing service costs for the prepayment of loans, for delinquent payments, or for miscellaneous loan services, are recorded as income when collected.

(i)

Loans Held for Sale

Certain loans that may be sold prior to maturity have been designated as held for sale at origination and are recorded at the lower of cost or market value. A valuation allowance is established if the market value of such loans is lower than their cost, and operations are charged or credited for valuation adjustments. The premium on the pro-rata principal of Small Business Administration or "SBA" loans sold is recognized as gain on sale of loans at the time of the sale. The remaining portion of the premium related to the unsold principal of SBA loans, is presented as unearned income in as discussed in Note 5, is deferred and amortized over the remaining life of the loan as an adjustment to yield.

(ii)

Servicing Assets & Interest Only Strips

Upon sales of SBA guaranteed loans, the Company receives a fee for servicing the loans. A servicing asset is recorded based on the present value of the contractually specified servicing

F-9

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

fee, net of servicing cost, over the estimated life of the loan, with an average discount rate and a range of constant prepayment rates of the related loans. For purposes of measuring impairment, the servicing assets are stratified by collateral types. On January 1, 2007, the Company adopted ASC 860-50 (formerly Statement of Financial Accounting Standards ("SFAS") No. 156—Accounting for Servicing of Financial Assets). Any subsequent increase or decrease in fair value of servicing assets and liabilities is to be included with loan related servicing income on our current earnings in the statement of operations.

An interest-only strips is recorded based on the present value of the excess of future interest income, generally amounts in excess of 1.00%, over the contractually specified servicing fee, calculated using the same assumptions as noted above. I/O strips are accounted for at their estimated fair value, with unrealized gains recorded as an adjustment in accumulated other comprehensive income in shareholders' equity. If the estimated fair value is less than its carrying value, the loss is considered an other-than-temporary impairment and it is charged to the current earnings. I/O strips are amortized over the remaining life of the loan as an adjustment to yield and monitored for impairment.

(iii)

Acquired Loans

In accordance with ASC 805 (formerly FAS 141R Business Combinations), all acquired loans are valued as of the date of an acquisition. The loans in the portfolio that the Company acquired from the Mirae Bank acquisition are covered by the FDIC loss-sharing agreement and such loans are referred to herein as "covered loans." All loans other than the covered loans are referred to herein as "non-covered loans." Covered loans acquired from Mirae Bank with evidence of credit deterioration with the probability that all contractually required payments will not be collected, are accounted for in accordance with ASC 310-30 (formerly AICPA Statement of Position SOP 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer) and are hereby referred to as "SOP 03-3 loans". In contrast, "Non-SOP 03-3" loans are all other covered loans that do not qualify as SOP 03-3 loans.

For Non SOP 03-3 loans, the Company applies the effective interest income method for the discount accretion. The fair value of SOP 03-3 loans however, is recorded at the time of acquisition with expected credit losses factored in and incurred over the life of the loan. The Company estimates the amount and timing of expected cash flows for each purchased loan or pool of loans, and the expected cash flows in excess of amount paid is recorded as interest income over the remaining life of the loan. Over the life of the loan, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded. However, if the present value of expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.

Covered loans, or loan covered under the loss sharing agreements with the FDIC in connection with the acquisition of Mirae Bank are reported in relation to the expected cash flows reimbursements from the FDIC. Interest income is accrued daily based on the outstanding principal balances and as the expected cash flows decreases, provision for loan losses is recorded and the estimated FDIC reimbursement is increased.

F-10

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Allowance for Loan Losses—Accounting for the allowance for loan losses involves significant judgment and assumptions by management and is based on historical data and estimation of probable losses inherent in the loan portfolio. The Company's methodology for assessing loan loss allowances is intended to reduce the differences between estimated and actual losses and involves a detailed analysis of the loan portfolio in three phases:

•

the specific review of individual loans in accordance with ASC 310-10 (SFAS No. 114, Accounting by Creditors for Impairment of a Loan),

•

the segmenting of loan pools with similar characteristics and utilizing historical losses on these pools in accordance with ASC 450-10 (SFAS No. 5, Accounting for Contingencies), and

•

a judgmental estimate based on various qualitative factors.

        The first phase of our allowance analysis involves the specific review of individual loans to identify and measure impairment. At this phase, each loan is evaluated except for some homogeneous loans, such as automobile loans and overdraft loans. Specific risk-rated loans are deemed impaired with respect to all amounts, including principal and interest, which will likely not be collected in accordance with the contractual terms of the related loan agreement. Impairment for commercial and real estate loans is measured either based on the present value of the loan's expected future cash flows or, if collection on the loan is collateral dependent, the estimated fair value of the collateral less selling costs.

        The second phase involves segmenting the remainder of the risk-rated loan portfolio into groups or pools of loans, together with loans with similar characteristics for evaluation in accordance with ASC 450-10. Loss migration analysis is performed to calculate the loss migration ratio for each loan pool based on its historical net losses and benchmark it against the levels of other peer banks. Historical data from the previous 20 periods are used with more weighting emphasis on recent periods.

        In the third phase, we consider relevant internal and external factors that may affect the collectability of a loan portfolio and each group of loan pools. As a general rule, the factors listed below will be considered to have insignificant impact to our loss migration analysis. However, if there exists information to warrant adjustment to the loss migration ratios, the changes will be made in accordance with the established parameters and supported by narrative and/or statistical analysis. A credit risk matrix is used to evaluate the presence, severity, and trends of each of the quantitative factors. The factors currently considered are, but are not limited to: concentration of credit, delinquency trend, nature and volume of loan trend, non-accrual and problem loan trends, loss and recovery trend, quality loan review, number and quality of lending and management staff, lending policies and procedures, economic conditions, and external factors such as changes in legal and regulatory requirements, on the level of estimated credit losses in the current portfolio. For all factors, the extent of the adjustment will be commensurate with the severity of the conditions that concern each factor.

Bank Premises and Equipment—Bank premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation on building, furniture, fixtures, and equipment is computed on the straight-line method over the estimated useful lives of the related assets, which range from 3 to 30 years. Leasehold improvements are capitalized and amortized on the straight-line method over the term of the lease or the estimated useful lives of the improvements, whichever is shorter.

F-11

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Other Real Estate Owned—Other real estate owned, which represents real estate acquired through foreclosure in satisfaction of commercial and real estate loans, is stated at fair value less estimated selling costs of the real estate. Loan balances in excess of the fair value of the real estate acquired at the date of acquisition are charged to the allowance for loan losses.

        Covered Other Real Estate Owned, or OREO covered under the loss sharing agreements with the FDIC in connection with the acquisition of Mirae Bank are reported in relation to the expected cash flows reimbursements from the FDIC. Once covered loan collateral becomes other real estate owned, the OREO is booked at the fair market value less selling cost. Decrease in fair values on covered OREOs results in a reduction of the carrying value and increases the estimated reimbursement amount from the FDIC.

        Any subsequent operating expenses or income, reduction in estimated fair values, and gains or losses on disposition of such properties are charged or credited to current operations.

Impairment of Long-Lived Assets—The Company reviews its long-lived assets for impairment annually or when events or circumstances indicate that the carrying amount of these assets may not be recoverable. An asset is considered impaired when the expected undiscounted cash flows over the remaining useful life are less than the net book value. When impairment is indicated for an asset, the amount of impairment loss is the excess of the net book value over its fair value.

Federal Home Loan Bank ("FHLB") Stock—The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and both cash and stock dividends are reported as income.

Bank Owned Life Insurance ("BOLI") Obligation—ASC 715-60-35 (formerly Emerging Issue Task Force ("EITF") 06-4) requires an employer to recognize obligations associated with endorsement split-dollar life insurance arrangements that extend into the participant's post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. ASC 715-60-35 is effective beginning of entity's first fiscal year after December 15, 2007. The Company adopted ASC 715-60-35 on January 1, 2008 using the latter option, i.e., based on the future death benefit. Upon this adoption, the Company recognized increases in the liability for unrecognized post-retirement obligations of $806,000 and $1,070,000 for directors and officers, respectively, as a cumulative adjustment to the year's beginning equity. During 2009 and 2008, the increase in BOLI expense and liability related to the adoption of ASC 715-60-35 was $870,000 and $144,000, respectively, which was included as part of the other expenses and other liabilities balances in the consolidated financial statements.

Affordable Housing Investment Partnerships—The Company has invested in limited partnerships formed to develop and operate affordable housing units for lower income tenants throughout the states of California, Texas, and New York. The investments are accounted for using the cost method of accounting. The costs of the investments are being amortized on a straight line method over the life of related tax credits. If the partnerships cease to qualify during the compliance period, the credits may be denied for any period in which the projects are not in compliance and a portion of the credits previously taken is subject to recapture with interest. Such investments are recorded in other assets in the accompanying consolidated statements of financial condition.

F-12

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Goodwill—The Company recognized goodwill in connection with the acquisition of Liberty Bank of New York. In accordance with ASC 350-20 (SFAS No. 142—Goodwill and Other Intangible Assets), goodwill is no longer amortized, but rather subject to impairment testing at least annually. The Company tested goodwill for impairment as of December 31, 2009. There was no impairment in recorded goodwill as of December 31, 2009 (see Note 15).

FDIC Indemnification Asset—With the acquisition of Mirae Bank, The Bank entered into a loss-sharing agreement with the FDIC for amounts receivable under the agreement. The Company accounted for the receivable balances under the loss-sharing agreement as an FDIC Indemnification asset in accordance with ASC 805 (formerly FAS 141R Business Combinations). The FDIC indemnification is accounted for and calculated by adding the present value of all the cash flows that the Company expected to collect from the FDIC on the date of the acquisition as stated in the loss-sharing agreement. As expected and actual cash flows increase and decreased from what was expected at the time of acquisition, the FDIC indemnification will decrease and increase, respectively. When covered loans are paid-off and sold, the FDIC indemnification asset is reduced and is offset with interest income. Covered loans that become impaired, increases the indemnification assets.

Income Taxes—The Company accounted for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax rates for deferred tax assets and liabilities is recognized in income in the period that includes the enacted date.

        The Company records net tax assets to the extent it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial operations. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to reduce the current period provision for income taxes.

        In 2007, the Company adopted the provision of ASC 740-10-25 (formerly Financial Interpretation No. ("FIN") 48, Accounting for Uncertainty in Income Taxes), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with 740-10 (SFAS No. 109, Accounting for Income Taxes). ASC 740-10-25 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. As a result of the 2007 implementation of the Interpretation, the Company recognized an increase in the liability for unrecognized tax benefit of $123,000 and no related interest in 2009. As of December 31, 2009, the total unrecognized tax benefit was $259,000, and related interest was $19,000.

F-13

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings per Share—Basic earnings per share ("EPS") exclude dilution and are computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the earnings of the Company.

Comprehensive Income—Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on I/O strips and securities available for sale. The accumulated change in other comprehensive income, net of tax, was recognized as a separate component of equity.

Dividend Restrictions—Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank to the Company or by the Company to shareholders. In addition, as part of the TARP agreement, the Company is limited to declare or pay or set apart for dividend payments on any common shares or shares of any other series of preferred stock rankings prior to fully fulfilling the dividend payment requirement of the TARP.

Repurchase of Common Stock—In July 2007, the Company's board of directors authorized a stock repurchase program, under which up to $10 million outstanding common shares in the open market can be repurchased for a period of twelve months ending on July 31, 2008. Since its inception, the Company has repurchased a total of 127,425 shares at an average price of $9.91 through this program in 2007. This program completed its term and expired as of July 31, 2008.

Stock-Based Compensation—The Company issued stock-based compensation to certain employees, officers, and directors. The Company accounted for stock-based compensation in accordance with ASC 718-10 (SFAS 123R, Share-Based Payment, for stock based compensation). The Company follows the modified prospective method, which requires application of the new Statement to new awards and to awards modified, repurchased or cancelled after the required effective date. Accordingly, prior period amounts have not been restated. The compensation cost of that portion of awards is based on the grant-date fair value of those awards.

Use of Estimates in the Preparation of Financial Statements—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant of these involves the allowance for loan losses as discussed above, estimates of fair values for purchased loans as discussed above and in Note 2, fair value for investments and impaired loans as discussed in Note 3. Actual results could differ from those estimates.

Recent Accounting Pronouncements

        In December 2008, the FASB issued ASC 715-20 (formerly FSP SFAS No.132R-1, Employer's Disclosures about Postretirement Benefit Plan Assets), which amends SFAS No. 132R, Employer's Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on employers' disclosures about plan assets of a defined benefit pension or other postretirement plan. The objectives of the disclosures are to provide users of financial statements with an understanding of the plan

F-14

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

investment policies and strategies regarding investment allocation, major categories of plan assets, use of fair valuation inputs and techniques, effect of fair value measurements using significant unobservable inputs (i.e., level 3 inputs), and significant concentrations of risk within plan assets. ASC 715-20 is effective for financial statements issued for fiscal years beginning after December 15, 2009, with early adoption permitted and does not require comparative disclosures for earlier periods. The Company is in the process of evaluating the impact that the adoption of ASC 715-20 will have on the consolidated financial statements.

        In April 2009, the FASB issued ASC 820-10-65-4 (formerly FSP SFAS No.157-4), Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, to provide additional guidance for estimating fair value in accordance with ASC 820, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. As some constituents indicated that ASC 820 (SFAS No. 157) and ASC 820-10-35 (FSP SFAS No. 157-3), Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, did not provide sufficient guidance on how to determine whether a market for a financial asset that historically was active is no longer active and whether a transaction is not orderly. Therefore, this ASC 820-10-65-4 includes guidance on identifying circumstances that indicate a transaction is not orderly. We adopted ASC 820-10-65-4 in the second quarter of 2009 and the adoption did not have a material impact on the consolidated financial statements.

        In April 2009, the FASB issued ASC 320-10-65 (Formerly FSP SFAS No.115-2 and SFAS No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairments), which amends the other-than-temporary impairment ("OTTI") guidance in the U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of OTTI on debt and equity securities in the financial statements. This ASC 320-10-65 does not amend existing recognition and measurement guidance related to OTTI of equity securities. This issuance also requires increased and more timely disclosures sought by investors regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. ASC 320-10-65 is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of ASC 320-10-65 did not have a material impact on the consolidated financial statements.

        In April 2009, the FASB issued ASC Topic 825 (formerly FSP SFAS No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments), which amends SFAS No. 107, Disclosure about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This ASC 825 also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. ASC Topic 825 is effective for interim and annual reporting periods ending after June 15, 2009. In periods after initial adoption, Topic 825 requires comparative disclosures only for periods ending after initial adoption. The adoption of ASC Topic 825 did not have a material impact on the consolidated financial statements.

F-15

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In June 2009, the FASB issued new authoritative guidance under ASC Topic 860 (formerly Statement No. 166) "Transfers and Servicing." This statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. ASC Topic 860 addresses (1) practices that have developed since the issuance of ASC 860-20 that are not consistent with the original intent and key requirements of that statement, and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. ASC Topic 860 is effective at the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual periods thereafter. Early adoption is prohibited. This statement must be applied to transfers occurring on or after the effective date. However, the disclosure provisions of this statement should be applied to transfers that occurred both before and after the effective date. Additionally, on and after the effective date, the concept of qualifying special-purpose entity ("SPE") is no longer relevant for accounting purposes. Therefore, formerly qualifying SPEs, as defined under previous accounting standards, should be evaluated for consolidation by reporting entities on and after the effective date in accordance with the applicable consolidation guidance. The adoption of ASC Topic 860 did not have a material impact on the consolidated financial statements.

        In June 2009, the FASB issued ASC 810 (SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)"). ASC 810 amends FIN 46 (Revised December 2003), "Consolidation of Variable Interest Entities," to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. ASC 810 requires additional disclosures about the reporting entity's involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its affect on the entity's financial statements. ASC 810 will be effective January 1, 2010. The adoption of ASC 810 did not have a material impact on the consolidated financial statements.

        In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162, which is now codified in FASB ASC 105, The Hierarchy of Generally Accepted Accounting Principles. The FASB Accounting Standards Codification ("Codification") will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. ASC 105 is effective for interim and annual financial statements issued after September 15, 2009. The adoption of ASC 105 did not have a material impact on the consolidated financial statements.

F-16

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In August 2009, the FASB issued Accounting Standards Update ("ASU") 2009-05 Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value ("ASU 2009-05") which provides guidance on measuring the fair value of liabilities under FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). ASU 2009-05 clarifies that the unadjusted quoted price for an identical liability, when traded as an asset in an active market is a Level 1 measurement for the liability and provides guidance on the valuation techniques to estimate fair value of a liability in the absence of a Level 1 measurement. ASU 2009-05 is effective for the first interim or annual reporting period beginning after its issuance. The adoption of ASU 2009-05 did not have a material effect on the consolidated financial statements.

        In December 2009, FASB issued ASU 2009-16, "Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets." Update 2009-16 will require more information regarding transferred financial assets, including securitization transactions, and where entities have continuing exposure to risks related to transferred financial assets. This standard is effective at the start of a company's first fiscal years beginning after November 15, 2009, or January 1, 2010, for companies reporting earnings on a calendar year basis. As a result of certain recourse provisions that are included in the sale of SBA guaranteed loans, ASU 2009-16 will result in a change in classification of SBA guarantee loans sold from SBA sold loans to secured borrowings, until such recourse provision expire. We do not expect adoption of this standard to have a material impact on the consolidated financial statements.

        In December 2009, the FASB issued Accounting Standards Update 2009-17, "Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities," as an amendment to FASB 167. ASU 2009-17 revises the consolidation guidance for variable interest entities and modifies the approach for determining the primary beneficiary of a variable interest entity (VIE). Under ASU 2009-17, the primary beneficiary is the variable interest holder that has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. In addition, ASU 2009-17 provides guidance on shared power and joint venture relationships, removes the scope exemption for qualified special purpose entities, revises the definition of a VIE, and requires additional disclosures. ASU 2009-17 is effective for fiscal years beginning after November 15, 2009 or January 1, 2010, for companies reporting earnings on a calendar year basis. We do not expect adoption of this standard to have a material impact on the consolidated financial statements.

        In February 2010, the FASB issued ASU 2010-09, and amendment of ASC 855 (formerly Statement No. 165, Subsequent Events). ASC 855 was issued to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. ASC Topic 2010-09 amends ASC 855 by adding the "SEC filer", and "revised financial statements" to the ASC Master Glossary while removing the definition of "public entity" from the glossary. The amendment also exempts SEC filers from disclosing the date through which subsequent events have been evaluated and require SEC files and conduit debt obligors to evaluate subsequent events through the date the financial statements are issued. ASU 2010-09 is effective as of the issue date for financial statements that are issued, available to be issued, or revised. We do not expect adoption of this update to have a material impact on the consolidated financial statements.

F-17

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

2. FEDERALLY ASSISTED ACQUISITION OF MIRAE BANK

        The FDIC placed Mirae under receivership upon Mirae's closure by the California Department of Financial Institutions ("DFI") at the close of business on June 26, 2009. The Bank purchased substantially all of Mirae's assets and assumed all of Mirae's deposits and certain other liabilities. Further, the Company entered into a loss sharing agreement with the FDIC in connection with the Mirae acquisition. Under the loss sharing agreement, the FDIC will share in the losses on assets covered under the agreement, which generally include loans acquired from Mirae and foreclosed loan collateral existing at June 26, 2009 (referred to collectively as "covered assets"). With respect to losses of up to $83.0 million on the covered assets, the FDIC has agreed to reimburse us for 80 percent of the losses. On losses exceeding $83.0 million, the FDIC has agreed to reimburse us for 95 percent of the losses. The loss sharing agreements are subject to our compliance with servicing procedures and satisfying certain other conditions specified in the agreements with the FDIC. The term for the FDIC's loss sharing on single family loans is ten years, and the term for loss sharing on non-single family loans is five years with respect to losses and eight years with respect to loss recoveries. As a result of the loss sharing agreement with the FDIC, the Company has recorded an indemnification asset from the FDIC based on the estimated value of the indemnification agreement of $40.2 million at June 26, 2009.

        The Mirae acquisition was accounted for under the purchase method of accounting in accordance with FASB ASC Topic 805, Business Combinations (formerly SFAS No. 141R). The statement of net assets and assumed liabilities were recorded at their respective acquisition date fair values, and identifiable intangible assets were recorded at fair value. Fair values are preliminary and are subject to refinements for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. As of December 31, 2009, the fair values for acquired assets and liabilities remained open. A "bargain purchase gain" totaling $21.7 million resulted from the acquisition and is included as a component of noninterest income on the statement of income. The amount of gain is equal to the amount by which the fair value of assets purchased exceeded the fair value of liabilities

F-18

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

2. FEDERALLY ASSISTED ACQUISITION OF MIRAE BANK (Continued)

assumed as no consideration was paid to purchase Mirae Bank. The estimated fair value of the assets purchased and liabilities assumed are presented in the following table:

Statement of Net Assets Acquired

(Dollars in Thousands)

				At June 26, 2009
Assets
	Cash and cash equivalents			$	5,724
	Securities				55,371
	Loans				285,685
	Core deposit intangible				1,330
	FDIC loss-sharing receivable				40,235
	Other assets				7,301
		Total assets			395,646
Liabilities
	Deposits				293,375
	FHLB borrowings				75,500
	Other liabilities				5,092
		Total liabilities			373,967
			Net assets acquired	$	21,679
Mirae Bank's net assets acquired before fair valuation adjustments				$	36,928
Adjustments to reflect assets acquired and liabilities assumed at fair value:
	Loans, net				(54,964	)
	Securities				(1,829	)
	FDIC loss share indemnification				40,235
	Core deposit intangible				1,330
	Deposits				(375	)
	Servicing rights				354
	Bargain purchase gain			$	21,679

        As of June 26, 2009, the Company recorded an FDIC indemnification asset of $40.2 million, consisting of the present value of the amounts the Company expects to receive from the FDIC under the shared-loss agreement. From June 26, 2009 through December 31, 2009, the Company recorded an additional $4.4 million due to charge-offs and impairment of loans. As a result covered loan sales and pay-offs the indemnification asset was reduced by $3.1 million in the same time period. In November 2009, the Company received its first payment from FDIC, in the amount of $7.7 million. As of December 31, 2009, the recorded FDIC indemnification asset was $33.8 million.

F-19

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

2. FEDERALLY ASSISTED ACQUISITION OF MIRAE BANK (Continued)

        The table below reflects the FDIC indemnification assets from the date of the acquisition to December 31, 2009:

FDIC Indemnification Asset

(Dollars in Thousands)

	2009
Beginning balance at June 26, 2009	$	40,235
Additions resulting from charge-offs or impairment		4,356
Payments received from the FDIC		(7,725	)
Write-downs resulting from loans sold or paid-off		(3,091	)
Ending balance at December 31, 2009	$	33,775

        Mirae Bank prior to the acquisition on June 26, 2009 was not a public traded company and therefore did not file any quarterly reports with the SEC. It was determined that Mirae Bank's financial information for years prior to the acquisition was unreliable. In accordance with ASC 805, proforma requirement were considered, however, due to the lack of information it was deemed impractical to provide the information required as the Company was unable to substantiate any of the significant assumptions of management prior to the acquisition.

3. FAIR VALUE OPTION AND MEASUREMENT FOR FINANCIAL ASSETS AND LIABILITIES

        In September 2006, the FASB issued ASC 820 "Fair Value Measurement and Disclosure" (formerly SFAS No. 157, Fair Value Measurements), which provides a definition of fair value, establishes a framework for measuring fair value, and requires expanded disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an arm's length transaction between market participants in the markets where the Company conducts business. ASC 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to data lacking transparency.

        The fair value inputs of the instruments are classified and disclosed in one of the following categories pursuant to ASC 820:

Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The quoted price shall not be adjusted for the blockage factor (i.e., size of the position relative to trading volume).

Level 2—Pricing inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies, including the use of pricing matrices. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

F-20

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

3. FAIR VALUE OPTION AND MEASUREMENT FOR FINANCIAL ASSETS AND LIABILITIES (Continued)

Level 3—Pricing inputs are inputs unobservable for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation.

        In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

        The Company adopted ASC 820-10 (SFAS No. 157) as of January 1, 2008 and ASC 820-10-35 (FSP SFAS No.157-3) as of October 10, 2008. It used the following methods and assumptions in estimating our fair value disclosure for financial instruments. Financial assets and liabilities recorded at fair value on a recurring and non-recurring basis are listed as follows:

Securities available for sale—Investment in available-for-sale securities is recorded at fair value pursuant to ASC 320-10 (SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities). Fair value measurement is based upon quoted prices for similar assets, if available. If quoted prices are not available, fair values are measured using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves, prepayment speeds, and default rates. The securities available for sale include federal agency securities, mortgage-backed securities, collateralized mortgage obligations, municipal bonds and corporate debt securities. Our existing investment available-for-sale security holdings as of December 31, 2009 are measured using matrix pricing models in lieu of direct price quotes and recorded based on Level 2 measurement inputs.

Collateral dependent impaired loans—A loan is considered to be impaired when it is probable that all of the principal and interest due under the original underwriting terms of the loan may not be collected. Fair value of collateral dependent loans is measured based on the fair value of the underlying collateral. The fair value is determined through appraisals and other matrix pricing models, which required a significant degree of management judgment. The Company measures impairment on all nonaccrual loans and trouble debt restructured loans, except automobile loans, for which it has established specific reserves as part of the specific allocated allowance component of the allowance for loan losses. The Company records impaired loans as non-recurring with Level 3 measurement inputs.

Other real estate owned ("OREO")—Other real estate owned or (OREO), consists principally of properties acquired through foreclosures. For balance sheet purposes, OREO is booked at fair value less selling cost. Management periodically performs valuations and the OREO is carried at the lower of carrying value or fair value, less cost to sell. Any subsequent declines in the fair value of the OREO property after the date of transfer are recorded through a write-down of the asset. However, in accordance with ASC 820-10 (FASB 157) fair value disclosures for financial instruments, OREOs are measured at fair value (selling costs are not subtracted).

F-21

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

3. FAIR VALUE OPTION AND MEASUREMENT FOR FINANCIAL ASSETS AND LIABILITIES (Continued)

Servicing assets and interest-only strips—Small Business Administration ("SBA") loan servicing assets and interest-only strips represent the value associated with servicing SBA loans sold. The value is determined through a discounted cash flow analysis which uses discount rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management judgment. The fair market valuation is performed on a quarterly basis for servicing assets while I/O strips are measures at the lower of cost or fair value. The Company classifies SBA loan servicing assets and interest-only strips as recurring with Level 3 measurement inputs.

Servicing liabilities—SBA loan servicing liabilities represent the value associated with servicing SBA loans sold. The value is determined through a discounted cash flow analysis which uses discount rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management judgment. The fair market valuation is performed on a quarterly basis. The Company classifies SBA loan servicing liabilities as recurring with Level 3 measurement inputs.

        The table below summarizes the valuation of our investments measured on a recurring basis by the above ASC 820-10 fair value hierarchy levels as of December 31, 2009 and December 31, 2008:

Assets Measured at Fair Value on a Recurring Basis

(Dollars in Thousands)

			As of December 31, 2009
						Fair Value Measurements Using:
			Total Fair Value			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments
	Securities of government sponsored enterprises		$	155,382		$	—	$	155,382	$	—
		Mortgage backed securities		131,711			—		131,711		—
		Collateralized mortgage obligations		319,554			—		319,554		—
		Corporate securities		2,017			—		2,017		—
		Municipal bonds		42,654			—		42,654		—
Servicing assets				6,898			—		—		6,898
Interest-only strips				724			—		—		724
Servicing liabilities				(407	)		—		—		(407	)

F-22

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

3. FAIR VALUE OPTION AND MEASUREMENT FOR FINANCIAL ASSETS AND LIABILITIES (Continued)

			As of December 31, 2008
						Fair Value Measurements Using:
			Total Fair Value			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments
	Securities of government sponsored enterprises		$	26,187		$	—	$	26,187	$	—
		Mortgage backed securities		125,513			—		125,513		—
		Collateralized mortgage obligations		63,303			—		63,303		—
		Corporate securities		6,953			—		6,953		—
		Municipal bonds		7,180			—		7,180		—
Servicing assets				4,838			—		—		4,838
Interest-only strips				632			—		—		632
Servicing liabilities				(328	)		—		—		(328	)

        Financial instruments measured at fair value on a recurring basis, which were part of the asset balances that were deemed to have Level 3 fair value inputs when determining valuation, are identified in the table below by asset category with a summary of changes in fair value for the year ended December 31, 2009 and December 31, 2008:

December 31, 2009

(Dollars in thousands)	At January 1, 2009			Realized Losses in Net Income			Unrealized Gains in Other Comprehensive Income		Net Purchases, Sales and Settlements			Transfers In/out of Level 3		At December 31, 2009			Net Cumulative Unrealized Gains
Servicing assets	$	4,838		$	(565	)	$	—	$	2,625		$	—	$	6,898		$	—
Interest-only strips		632			(109	)		85		116			—		724			300
Servicing liabilities		(328	)		55			—		(134	)		—		(407	)		—

December 31, 2008

(Dollars in thousands)	At January 1, 2008			Realized Losses in Net Income			Unrealized Gains in Other Comprehensive Income		Net Purchases, Sales and Settlements		Transfers In/out of Level 3		At December 31, 2008			Net Cumulative Unrealized Gains
Servicing assets	$	4,949		$	(877	)	$	—	$	766	$	—	$	4,838		$	—
Interest-only strips		753			(226	)		105		—		—		632			249
Servicing liabilities		(379	)		51			—		—		—		(328	)		—

F-23

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

3. FAIR VALUE OPTION AND MEASUREMENT FOR FINANCIAL ASSETS AND LIABILITIES (Continued)

        The following tables present the aggregated balance of assets measured at estimated fair value on a non-recurring basis at December 31, 2009, and the total losses resulting from these fair value adjustments for the twelve month ended December 31, 2009 and December 31, 2008:

Assets Measured at Fair Value on a Non-Recurring Basis

(Dollars in Thousands)

	December 31, 2009
									Total Losses
	Level 1		Level 2		Level 3		Total
Collateral dependent impaired loans	$	—	$	—	$	128,764	$	128,764	$	10,250
OREO		—		—		4,031		4,031		435
Total	$	—	$	—	$	132,795	$	132,795	$	10,685

	December 31, 2008
									Total Losses
	Level 1		Level 2		Level 3		Total
Collateral dependent impaired loans	$	—	$	—	$	20,745	$	20,745	$	1,393
OREO		—		—		2,663		2,663		123
Total	$	—	$	—	$	23,408	$	23,408	$	1,406

4. INVESTMENT SECURITIES

        The following is a summary of the investment securities at December 31:

2009 (Dollars in Thousands)		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
Available for sale:
	Securities of government sponsored enterprises	$	156,879	$	103	$	1,600	$	155,382
	Corporate securities		2,000		17		—		2,017
	Collateralized mortgage obligations		318,531		1,998		975		319,554
	Mortgage-backed securities		131,617		820		726		131,711
	Municipal bonds		42,068		1,091		505		42,654
Total		$	651,095	$	4,029	$	3,806	$	651,318
Held to maturity:
	Collateralized mortgage obligations	$	109	$	—	$	—	$	109
Total		$	109	$	—	$	—	$	109

F-24

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

4. INVESTMENT SECURITIES (Continued)

2008 (Dollars in Thousands)		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
Available for sale:
	Securities of government sponsored enterprises	$	25,952	$	235	$	—	$	26,187
	Corporate securities		7,048		—		95		6,953
	Collateralized mortgage obligations		62,557		824		78		63,303
	Mortgage-backed securities		124,549		1,267		303		125,513
	Municipal bonds		7,323		14		157		7,180
Total		$	227,429	$	2,340	$	633	$	229,136
Held to maturity:
	Collateralized mortgage obligations	$	139	$	—	$	4	$	135
Total		$	139	$	—	$	4	$	135

        As of December 31, 2009, held-to-maturity securities, which are carried at their amortized costs, decreased to $109,000 from $139,000 at December 31, 2008. Available-for-sale securities, which are stated at their fair market values, increased to $651.3 million at December 31, 2009 from $229.1 million at December 31, 2008. The $422.2 million increase in 2009 is mainly due to the abundant liquidity incurred by the increase of deposit and acquisition of Mirae Bank investment portfolio through Federal Deposit Insurance Corporation ("FDIC"). The Company had $423.6 million net purchases in 2009 $3.4 million in net purchases in 2008. Unrealized losses recorded in 2009 and 2008 were $1.5 million and $1.4 million, respectively. In 2009, the net purchases total includes $922.3 million in securities purchases including $55.4 million acquired from Mirae Bank, and paydowns, maturities, and called securities of $498.6 million. These increases reflect a strategy of improving our levels of liquidity using available-for-sale securities, in addition to immediately available funds which are maintained mainly in the form of overnight investments.

        Accrued interest receivable on investment securities totaled $3,543,000 and $1,331,000 at December 31, 2009 and 2008, respectively.

F-25

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

4. INVESTMENT SECURITIES (Continued)

        The following tables show investments' gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2009 and 2008:

	Less than 12 months					12 months or longer				Total
As of December 31, 2009 (Dollars in Thousands) Description of Securities (AFS)(1)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Securities of government sponsored enterprises	$	110,296	$	(1,600	)	$	—	$	—	$	110,296	$	(1,600	)
Collateralized mortgage obligations		145,622		(975	)		—		—		145,622		(975	)
Mortgage-backed securities		85,313		(726	)		—		—		85,313		(726	)
Corporate securities		—		—			—		—		—		—
Municipal bonds		8,783		(505	)		—		—		18,783		(505	)
	$	360,014	$	(3,806	)	$	—	$	—	$	360,014	$	(3,806	)

	Less than 12 months					12 months or longer					Total
As of December 31, 2008 (Dollars in Thousands) Description of Securities (AFS)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Collateralized mortgage obligations	$	2,642	$	(65	)	$	1,591	$	(17	)	$	4,233	$	(82	)
Mortgage-backed securities		12,287		(300	)		536		(3	)		12,823		(303	)
Corporate securities		4,865		(45	)		1,953		(47	)		6,818		(92	)
Municipal bonds		5,712		(157	)		—		—			5,712		(157	)
	$	25,506	$	(567	)	$	4,080	$	(67	)	$	29,586	$	(634	)

	Less than 12 months					12 months or longer				Total
(Dollars in Thousands) Description of Securities (HTM)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Corporate securities		135		(4	)		—		—		135		(4	)
	$	135	$	(4	)	$	—	$	—	$	135	$	(4	)

⁽¹⁾

There were no held to maturity securities with losses as of December 31, 2009.

        Credit related declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses in the consolidated statements of operations and declines related to all other factors are reflected in other comprehensive income, net of taxes. In estimating other-than-temporary impairment losses, the Company considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

F-26

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

4. INVESTMENT SECURITIES (Continued)

        The Company performs an evaluation of the investment portfolio in assessing individual positions that have market values that have declined below cost. In assessing whether there is other-than-temporary impairment, the Company considers in a disciplined manner:

•

Whether or not all contractual cash flows due on a security will be collected

•

The Company's positive intent and ability to hold the debt security until recovery in fair value or maturity

        A number of factors are considered in the analysis, including but not limited to:

•

Issuer's credit rating

•

Likelihood of the issuer's default or bankruptcy

•

Collateral underlying the security

•

Industry in which the issuer operates

•

Nature of the investment

•

Severity and duration of the decline in fair value

•

Analysis of the average life and effective maturity of the security

        The Company does not believe that any individual unrealized loss as of December 31, 2009 represents an other than temporary impairment. An other than temporary impairment ("OTTI") is recognized if the fair value of a debt security is lower than the amortized cost and the debt security will be sold, it is more likely than not, that it will be required to sell the security before recovering the amortized cost, or if it is expected that not all of the amortized cost will be recovered. Credit related declines in the fair value of debt securities below their amortized cost that are deemed to be other than temporary are reflected in earnings as realized losses in the consolidated statements of operations. Declines related to factors aside from credit issues are reflected in other comprehensive income, net of taxes.

        The unrealized losses on our government sponsored enterprises ("GSE") bonds, collateralized mortgage obligations ("CMOs"), and mortgage-backed securities ("MBS") are attributable to both changes in interest rate (U.S. Treasury curve) and a repricing of risk (spreads widening against risk-fee rate) in the market. All GSE bonds, GSE CMO, and GSE MBS securities are backed by U.S. Government Sponsored and Federal Agencies and therefore rated "AAA." The Company has no exposure to the "Subprime Market" in the form of Asset Backed Securities ("ABS") and Collateralized Debt Obligations ("CDOs") that had previously been rated "AAA" but has since been downgraded to below investment grade. The Subprime market is made up of Subprime mortgages or loans that do not meet Fannie Mae or Freddie Mac underwriting standards. Subprime loans inherently have more associated risk due to the inferior credit quality of the borrower. The Company has the intent and ability to hold the securities in an unrealized loss position at December 31, 2009 and 2008 until the market value recovers or the securities mature.

        Municipal bonds and corporate bonds are evaluated by reviewing the credit-worthiness of the issuer and general market conditions. The unrealized losses on our investment in municipal and

F-27

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

4. INVESTMENT SECURITIES (Continued)

corporate securities were primarily attributable to both changes in interest rates and a repricing risk in the market. The Company has the intent and ability to hold the securities in an unrealized loss position at December 31, 2009 and 2008 until the market value recovers or the securities mature.

        The amortized cost and estimated fair value of investment securities at December 31, 2009, by contractual maturity, are shown below:

(Dollars in Thousands)		Amortized Cost		Estimated Fair Value
Available for sale:
	Due in one year or less	$	31,071	$	31,792
	Due after one year through five years		263,203		263,820
	Due after five years through ten years		148,220		147,120
	Due after ten years		208,601		208,586
Total		$	651,095	$	651,318
Held to maturity:
	Due in one year or less	$	—	$	—
	Due after one year through five years		—		—
	Due after five years through ten years		—		—
	Due after ten years		109		109
Total		$	109	$	109

        Securities with amortized cost of approximately $629,452,000 and $219,972,000 were pledged to secure public deposits and for other purposes as required or permitted by law at December 31, 2009 and 2008, respectively.

5. LOANS RECEIVABLE, LOANS HELD FOR SALE, AND ALLOWANCE FOR LOAN LOSSES

        The following is a summary of loans as of December 31:

	2009					2008
(Dollars in Thousands)	Loans Held for Sale		Loans Receivable			Loans Held for Sale		Loans Receivable
Commercial loans	$	1,240	$	386,203		$	5,235	$	383,982
Real estate loans		34,993		1,993,082			13,192		1,629,615
Installment loans		—		17,234			—		23,669
		36,233		2,396,519			18,427		2,037,266
Allowance for loan losses		—		(62,130	)		—		(29,437	)
Deferred loan fees		—		(744	)		—		(178	)
Unearned income		—		(4,567	)		—		(3,986	)
Net loans	$	36,233	$	2,329,078		$	18,427	$	2,003,665

F-28

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

5. LOANS RECEIVABLE, LOANS HELD FOR SALE, AND ALLOWANCE FOR LOAN LOSSES (Continued)

        At December 31, 2009, 2008 and 2007, the Company serviced loans sold to unaffiliated parties in the amounts of $432,591,000, $314,988,000, and $338,166,000, respectively.

        The maturity or repricing distribution of the loan portfolio as of December 31, 2009 is as follows:

(Dollars in Thousands)	Loans Held for Sale		Loans Receivable		Total Loans
Less than one year	$	32,119	$	1,486,815	$	1,518,934
One to five years		3,754		877,535		881,289
After five years		360		32,169		32,529
Total gross loans	$	36,233	$	2,396,519	$	2,432,752

        The rate composition of the loan portfolio as of December 31, 2009 is as follows:

(Dollars in Thousands)	Loans Held for Sale		Loans Receivable		Total Loans
Fixed rate loans	$	4,114	$	1,155,936	$	1,160,050
Variable rate loans		32,119		1,240,583		1,272,702
Total gross loans	$	36,233	$	2,396,519	$	2,432,752

        The amounts on the tables above are the gross loan balance at December 31, 2009 before netting deferred loan fees and unearned income totaling $5.3 million.

        As of June 26, 2009, the Company has acquired Mirae Bank through the FDIC. Upon acquiring certain assets and liabilities, the Company entered into loss sharing agreements with the FDIC where the FDIC will share in losses on assets covered under the agreements. With respect to losses of up to $83.0 million on the covered assets, the FDIC has agreed to reimburse us for 80 percent of the losses. On losses exceeding $83.0 million, the FDIC has agreed to reimburse us for 95 percent of the losses. The term for the FDIC's loss sharing on single family loans is ten years, and the term for loss sharing on non-single family loans is five years for losses and eight years for loss recoveries. As of December 31, 2009, the balance of loans which are subject to the single family loss sharing agreement was $1,666,000 and the balance of loans which are subject to the non-single family loss sharing agreement was $257 million. For those purchased loans, the Company increased the net allowance for loan losses by $753,000 during 2009.

        The carrying amount of those loans as of December 31 is as follows:

(Dollars in Thousands)	2009
Non SOP 03-3 Loans	$	248,204
SOP 03-3 Loans		10,879
Outstanding balance	$	259,083
Carrying value, net of allowance for loan losses	$	258,330

F-29

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

5. LOANS RECEIVABLE, LOANS HELD FOR SALE, AND ALLOWANCE FOR LOAN LOSSES (Continued)

        SOP 03-3 loans are purchased loans for which it was probable at acquisition that all contractually required payments would not be collected. Following is the summary of SOP 03-3 loans as of December 31.

(Dollars in Thousands)	2009
Breakdown of SOP 03-03 loans:
Real estate loans	$	6,881
Commercial loans	$	3,998

        Loans acquired from Mirae Bank were purchased at a discount. Accretion of $6.7 million on loans purchased at discount of $54.9 million was recorded as interest income.

        Wilshire State Bank's legacy loans, excluding the acquired loan portfolio from the FDIC, as of December 31, 2009 and 2008, the government guaranteed portion (SBA loans) of total gross loans was $30.3 million and $36.6 million, respectively.

        The Company evaluates credit risks associated with the commitments to extend credit and letters of credit at the same time it evaluates credit risk associated with the loan portfolio. However, the allowances necessary for the commitments are reported separately in other liabilities in the accompanying statements of financial condition and are not part of the allowance for loan losses as presented above.

        The activity in the allowance for loan losses was as follows for the years ended December 31:

(Dollars in Thousands)	2009			2008			2007
Balance—beginning of year	$	29,437		$	21,579		$	18,654
Provision for loan losses		67,328			12,865			13,873
FDIC indemnification		856			—			—
Loans charged-off		(36,743	)		(7,147	)		(11,271	)
Recoveries of charge-offs		1,252			2,140			323
Balance—end of year	$	62,130		$	29,437		$	21,579

        The activity in liabilities for losses on loan commitments was as follows for the years ended December 31:

(Dollars in Thousands)	2009		2008			2007
Balance—beginning of year	$	1,243	$	1,998		$	891
Provision (benefit) for losses on loan commitments		1,272		(755	)		1,107
Balance—end of year	$	2,515	$	1,243		$	1,998

F-30

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

5. LOANS RECEIVABLE, LOANS HELD FOR SALE, AND ALLOWANCE FOR LOAN LOSSES (Continued)

        The following is a summary of impaired loans with and without specific reserves as of December 31, 2009 and 2008:

	2009				2008
(Dollars in Thousands)	Loan Amount		Specific Reserves		Loan Amount		Specific Reserves
Impaired loans without specific reserves	$	81,041	$	—	$	11,881	$	—
Impaired loans with specific reserves		84,192		15,644		16,074		6,215
Total impaired loans	$	165,233	$	15,644	$	27,955	$	6,215

        The average recorded investment in impaired loans during the years ended December 31, 2009 and 2008 was $201.2 million and $29.4 million, respectively. Interest income recognized from the impaired loans in 2009 was $5.8 million.

        At December 31, 2009, the Company had loans on non-accrual status of $69.4 million, net of SBA guaranteed portions, as compared with $15.3 million at December 31, 2008.

        The Company provides residential mortgage lending and it offers a wide selection of residential mortgage programs, including non-traditional mortgages such as interest only and payment option adjustable rate mortgages. Most of the salable loans are transferred to the secondary market while a certain portion was retained on our books as portfolio loans. The total home mortgage loan portfolio outstanding at the end of 2009 and 2008 was $41.3 million and $42.4 million, respectively. The residential mortgage loans with unconventional terms such as interest only mortgage and option adjustable rate mortgage at December 31, 2009 were $1.9 million and $1.2 million, respectively, inclusive of loans held temporarily for sale or refinancing. These were $2.1 million and $1.2 million, respectively, at December 31, 2008.

        The following is an analysis of all loans to officers and directors of the Company and its affiliates as of December 31. All such loans were made under terms that are consistent with the Company's normal lending policies:

(Dollars in Thousands)	2009			2008
Outstanding balance—beginning of year	$	10,559		$	11,779
Credit granted, including renewals		19,469			1,642
Repayments		(2,042	)		(2,862	)
Outstanding balance—end of year	$	27,986		$	10,559

        Income from these loans totaled approximately $823,000, $564,000, and $1,780,000 for the years ended December 31, 2009, 2008 and 2007, respectively, and is reflected in the accompanying consolidated statements of operations.

F-31

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

6. LOAN SERVICING ASSETS

        The principal balance of SBA loans serviced for others at 2009 year end was $421.3 million.

        The following is a summary of activity for servicing assets and the related valuation allowance in the consolidated statements of financial condition at December 31, 2009 and 2008, respectively:

(Dollars in Thousands)	2009			2008
Beginning of year	$	4,838		$	4,949
Servicing assets acquired from Mirae Bank		1,894			—
Additions		996			766
Disposals		(265	)		(608	)
Changes in fair value		(565	)		(269	)
End of year	$	6,898		$	4,838

        The fair valuation of servicing assets in accordance with the adoption of ASC 860-50 (SFAS No. 156) was determined based on the present value of the contractually specified servicing fee, net of servicing cost, over the estimated life of the loan, with an average discount rate and a range of constant prepayment rates.

        Starting in 2009, the Company enhanced the fair market valuation of servicing assets by stratifying servicing assets as real estate and non-real estate (commercial). The Company utilizes the discounted cash flow method to determine the fair market value of servicing assets, and different discount rates and constant prepayment rates are being applied at the time of valuation. As a result of the stratification, the fair market value of servicing assets is $191,000 less than what it would have been if servicing assets had not been stratified into two categories.

        The following table is a summary of weighted average discount rates and constant prepayment rates of our servicing loan portfolio as of December 31, 2009 and 2008, respectively:

	December 31,
	2009			2008
Average Discount Rate:		5.77	%		7.00	%
Constant Prepayment Rate:		16.98	%		18.20	%
Weighted Average Life:		16 Years			15 Years

F-32

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

7. BANK PREMISES AND EQUIPMENT

        The following is a summary of the major components of Bank premises and equipment as of December 31:

(Dollars in Thousands)	2009			2008
Land	$	2,968		$	2,068
Building		2,744			2,508
Furniture and equipment		7,461			6,566
Leasehold improvements		9,868			9,137
		23,041			20,279
Accumulated depreciation and amortization		(10,381	)		(9,014	)
	$	12,660		$	11,265

8. INVESTMENTS IN AFFORDABLE HOUSING PARTNERSHIPS

        The Company has invested in certain limited partnerships that were formed to develop and operate apartment complexes designed as high-quality affordable housing for lower income tenants throughout the United States. As of December 31, 2009, the Company had nine investments, with a net carrying value of $13.7 million at December 31, 2009. Due to the Company's inability to exercise any significant influence over any of the nine investments, all investments in Affordable Housing Partnerships are accounted for using the cost method. Each of the partnerships must meet the regulatory requirements for affordable housing for a minimum 15-year compliance period to fully utilize the tax credits. If the partnerships ceased to qualify during the compliance period, the credits may be denied for any period in which the projects are not in compliance and a portion of the credits previously taken may be subject to recapture with interest.

        The remaining federal tax credits to be utilized over a maximum of 15 years are $24.3 million as of December 31, 2009. The Company's usage of federal tax credits approximated $1,521,000, $942,000, and $542,000 during 2009, 2008, and 2007, respectively. Investment amortization amounted to $1,289,000, $809,000, and $532,000 for the years ended December 31, 2009, 2008, and 2007, respectively.

9. DEPOSITS

        Time deposits by maturity dates are as follows at December 31:

(Dollars in Thousands)	2009		2008
Less than three months	$	464,438	$	520,740
After three to six months		215,956		340,244
After six months to twelve months		589,643		236,148
After twelve months		169,326		9,285
Total	$	1,439,363	$	1,106,417

F-33

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

9. DEPOSITS (Continued)

        The scheduled maturities of time deposits as of December 31, 2009 are as follows:

(Dollars in Thousands) Year		Amount
2010		$	1,270,037
2011			168,244
2012			1,064
2013			—
2014 and thereafter			18
	Total	$	1,439,363

        The scheduled maturities of our time deposits in denominations of $100,000 or greater at December 31, 2009 are, as follows:

(Dollars in Thousands) Maturity		Amount
Three months or less		$	411,122
Over three months through six months			156,906
Over six months through twelve months			201,028
Over twelve months			26,623
	Total	$	795,679

10. COMMITMENTS AND CONTINGENCIES

        The following tables represent future commitments and contingencies at December 31, 2009:

(Dollars in Thousands) Year	Amount
2010	$	9,257
2011		7,619
2012		3,555
2013		2,525
2014		2,509
Thereafter		6,663
	$	32,128

        Rental expense recorded under such leases amounted to approximately $3,626,000, $3,009,000, and $2,646,000 for the years ended December 31, 2009, 2008 and 2007, respectively.

        In the normal course of business, the Company is involved in various legal claims. Management has reviewed all legal claims against the Company with outside legal counsel and has taken into consideration the views of such counsel as to the outcome of the claims. In management's opinion, the final disposition of all such claims will not have an adverse material impact on the consolidated financial statements.

F-34

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

10. COMMITMENTS AND CONTINGENCIES (Continued)

        The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. The Company's exposure to credit loss in the event of nonperformance by the other party to commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for extending loan facilities to customers. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counterparty.

        Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing properties. The Company had commitments to extend credit of approximately $238,238,000 and $153,441,000 and obligations under standby letters of credit and commercial letters of credit of approximately $22,769,000 and $27,833,000 at December 31, 2009 and 2008, respectively.

        The Company has invested in certain limited partnerships that were formed to develop and operate apartment complexes designed as high-quality affordable housing for lower income tenants throughout the United States. As of December 31, 2009, the Company had nine investments, with a net carrying value of $13.7 million at December 31, 2009. Commitments to fund investments in affordable housing partnerships totaled $11.4 million at December 31, 2009 with the last of the commitments ending in 2015.

11. FHLB BORROWINGS AND JUNIOR SUBORDINATED DEBENTURES

        At December 31, 2009, the Company had approved financing with the Federal Home Loan Bank ("FHLB") for a maximum advance of up to 30% of total assets based on qualifying collateral. The Company's actual borrowing capacity under the FHLB standard credit program per our pledged collateral was approximately $591.5 million, with $182.0 million borrowing outstanding and $409.5 million capacity remaining as of December 31, 2009. The Company also participates in the Securities-Backed Credit Program (SBC Program) as well. The Company's actual borrowing capacity under the SBC program per our pledged collateral was approximately $354.1 million, with $50.0 million borrowing outstanding and $304.1 million capacity remaining as of December 31, 2009.

F-35

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

11. FHLB BORROWINGS AND JUNIOR SUBORDINATED DEBENTURES (Continued)

        The following table indicates our outstanding advances from FHLB at December 31, 2009.

Amount (Dollars in Thousands)		Issue Date		Maturity Date		Rate
$	50,000		12/30/2009		01/01/2010		0.06	%
	40,000		01/08/2008		01/08/2010		3.44	%
	8,000		10/29/2008		02/01/2010		2.98	%
	8,000		09/30/2008		03/30/2010		3.57	%
	8,000		10/30/2008		04/01/2010		2.91	%
	8,000		10/01/2008		10/01/2010		3.57	%
	40,000		03/31/2008		03/31/2011		2.12	%
	25,000		12/01/2008		12/01/2011		2.73	%
	25,000		12/02/2008		12/02/2011		2.62	%
	20,000		12/03/2008		12/05/2011		2.61	%
$	232,000						2.22	%

        The following table summarizes information relating to the Company's FHLB advances for the periods or dates indicated:

	Year Ended December 31,
(Dollars in Thousands)	2009			2008			2007
Average balance during the year	$	310,982		$	286,213		$	46,890
Average interest rate during the year		2.27	%		3.23	%		4.24	%
Maximum month-end balance during the year	$	387,000		$	370,000		$	155,000
Loans collateralizing the agreements at year-end	$	1,005,310		$	1,113,734		$	946,764
Securities collateralizing the agreements at year-end	$	379,209		$	—		$	—

        The Company had five issuances of junior subordinated debentures, $10,000,000, $15,464,000, $20,619,000, $15,464,000, and $25,774,000, respectively, at December 31, 2009. The first one was issued by the Bank and the others were issued by the Company to trusts in which the Company is the sole stockholder in connection with the issuance of trust preferred securities.

F-36

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

11. FHLB BORROWINGS AND JUNIOR SUBORDINATED DEBENTURES (Continued)

        The following table summarizes our outstanding Subordinated Debentures at December 31, 2009:

(Dollars in Thousands) Name	Issued Date		Amount of Debenture Issued		Common Securities		Interest Rate	Current Rate			Callable Date		Maturity Date
Wilshire State Bank Junior Subordinated Debentures		12/19/2002	$	10,000		N/A	3 Month LIBOR + 3.10%		3.35	%		03/26/2010(1)		12/26/2012
Wilshire Statutory Trust I		12/17/2003		15,464		464	3 Month LIBOR + 2.85%		3.10	%		03/17/2010(2)		12/17/2033
Wilshire Statutory Trust II		03/17/2005		20,619		619	3 Month LIBOR + 1.79%		2.04	%		03/17/2010		03/17/2035
Wilshire Statutory Trust III		09/15/2005		15,464		464	6.07% Fixed until 09/15/2010 thereafter 3 Month LIBOR + 1.40%		6.07	%		09/15/2010		09/15/2035
Wilshire Statutory Trust IV		07/10/2007		25,774		774	3 Month LIBOR + 1.38%		1.63	%		09/15/2012		09/15/2037
			$	87,321	$	2,321

⁽¹⁾

The Bank has the right to redeem the $10 million debentures, in whole or in part, on any March 26, June 26, September 26, or December 26 on or after December 26, 2007. The next callable date as of this report is March 26, 2010.

⁽²⁾

The Company has the right to redeem the $15 million debentures, in whole or in part, on any March 17, June 17, September 17, or December 17 on or after December 17, 2008. The next callable date as of this report is March 17, 2010.

12. TROUBLED ASSETS RELIEF PROGRAM ("TARP") SERIES A PREFERRED STOCKS AND WARRANTS

        On December 12, 2008, the Company issued $62,158,000 in preferred stocks and warrants to the United States Department of the Treasury ("U.S. Treasury") as part of the U.S. Treasury's Capital Purchase Program ("CPP"). The funding of this $62.2 million of preferred stock investment from the U.S. Treasury, which is commonly referred to as TARP investment, marks the completion of the sale to the U.S. Treasury of 62,158 shares of newly designated Fixed Rate Cumulative Perpetual Preferred Stock, Series A (each with a stated liquidation amount of $1,000 per share) and a warrant (100% vesting at grant, with 10-year term) exercisable initially for 949,460 shares of the Company's common stock, with an exercise price of $9.82 per share (see Note 13). The preferred stock will pay cumulative dividends at a rate of 5% per year for the first 5 years, and 9% thereafter. The Company is restricted for a period of three years from the closing date, in the buyback of company stock and in increasing the quarterly dividend in excess of the current level. As of December 31, 2009, the amount of TARP preferred stock was $59.9 million and the TARP warrant was $2.7 million, of which, 100% were qualified for Tier 1 capital.

F-37

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

13. TARP STOCK WARRANT AND STOCK OPTION PLAN

TARP Stock Warrant

        On December 12, 2008, as an attached term to the TARP agreement, the Company granted to the U.S. Treasury 949,460 warrants to purchase shares of the Company's common stock at an exercise price determined at $9.82. The warrant carries a 10-year term and was 100% vested at grant. Based on the present value of future cash flows of the TARP preferred stock investment, the Company determined the market value of the TARP preferred shares (i.e., TARP preferred shares without attached warrants) at its receipt date. In addition, the Company utilized the Black-Scholes model to obtain the fair value of the TARP warrants. The allocated warrant value was calculated based on the proportional fair value of the warrant in comparison with the total fair values of the TARP preferred stock and TARP warrant. The value allocated to TARP warrant was recorded as a discount to the TARP preferred stock, which was determined to be amortized using effective yield method. As of December 31, 2009, the unamortized TARP preferred discount was $2,227,000. To determine the warrant allocation ratio in accordance to APB Opinion No. 14, The Company uses the fair value of the warrant divided by the sum of the fair value of warrants plus the fair value of the straight preferred stock. This ratio is then multiplied by the total amount of TARP capital issued to arrive at the value to be allocated to the warrant.

Stock Option Plan

        The Company has issued stock options to employees under share-based compensation plans. Stock options are issued at the current market price on the date of grant. The vesting period and contractual term are determined at the time of grant, but the contractual term may not exceed 10 years from the date of grant. The grant date fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The expected life (estimated period of time outstanding) of options was estimated using the simplified method. The expected volatility was based on historical volatility for a period equal to the stock option's expected life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

        During 1997, the Bank established the 1997 stock option plan ("1997 Plan") that provided for the issuance of options to purchase up to 6,499,800 shares of its authorized but unissued common stock to managerial employees and directors. The options granted under the 1997 Plan are exercisable into shares of the Company's common stock. Exercise prices may not be less than the fair market value at the date of grant. This 1997 Plan completed its ten-year term and expired in May 2007. In accordance with the terms of the 1997 Plan, options granted under the 1997 Plan will remain outstanding according to their respective terms, despite expiration of the 1997 Plan. Options granted through 2005 under this stock option plan expire not more than 10 years after the date of grant, but options granted after 2005 expire not more than 5 years after the date of grant. As of December 31, 2009, 256,180 shares were previously granted and outstanding under this option plan. Options granted under the stock option plan expire not more than 10 years after the date of grant.

        In 2006, the Company adopted ASC 718-10 (SFAS 123R, Share-Based Payment), using the modified prospective method. Accordingly, prior-period amounts have not been restated.

        In June 2008, the Company has established the 2008 stock option plan ("2008 Plan") that provides for the issuance of restricted stock and options to purchase up to 2,933,200 shares of its authorized but

F-38

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

13. TARP STOCK WARRANT AND STOCK OPTION PLAN (Continued)

unissued common shares to employees, directors, and consultants. Exercise prices for options may not be less than the fair market value at the date of grant. Compensation expense for awards is recorded over the vesting period. Under the 2008 Plan, there were options outstanding to purchase 1,131,100 shares of our common stock as of December 31, 2009.

        Pursuant to the adoption of ASC 718-10, our stock-based compensation expense was $875,000 and $1,139,000 for 2009 and 2008, respectively. Cash provided by operating activities decreased by $0 and $57,000 for 2009 and 2008, respectively. Cash provided by financing activities increased by identical amounts for both 2009 and 2008, related to excess tax benefits from stock-based payment arrangements.

        For 2009, 2008, and 2007, 216,500, 1,001,000, and 0, shares were granted, respectively. The weighted average fair value of options granted during 2009 and 2008 was $2.73 and $2.46 per share, respectively. They were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions indicated below:

	2009			2008			2007
Expected life		3.5 - 6 years			3 - 6.8 years			—
Expected volatility		54.41	%		30.80	%		—
Expected dividend yield		2.86	%		2.19	%		—
Risk-free interest rate		2.17	%		3.53	%		—

        The expected life of stock options granted was estimated using the historical exercise behavior of employees. The expected volatility was based on historical volatility for a period equal to the stock option's expected life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.

        Activity in the stock option plan, which has been retroactively adjusted for all stock splits, is as follows for the years ended December 31:

2009	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (Dollars in Thousands)
Outstanding at January 1, 2009		1,262,630		$	10.61
Granted		216,500			7.02
Exercised		(1,900	)		2.57
Forfeited		(44,200	)		9.80
Expired		(45,750	)		12.04
Outstanding at December 31, 2009		1,387,280		$	10.04	5.91 years	$	326
Vested or expected to vest at December 31, 2009(1)		1,286,389		$	10.13	5.89 years	$	297
Option exercisable at December 31, 2009		701,880		$	11.14	5.61 years	$	130

⁽¹⁾

Includes vested shares and non-vested shares after forfeiture rate is applied

F-39

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

13. TARP STOCK WARRANT AND STOCK OPTION PLAN (Continued)

        The following table summarizes information about stock options outstanding as of December 31, 2009:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life		Number Exercisable		Weighted- Average Exercise Price
$2.00 - $2.99		12,980	$	2.57		2.39		12,980	$	2.57
$6.00 - $10.99		1,131,100		8.73		6.44		466,600		8.93
$13.00 - $14.99		43,000		13.74		5.29		43,000		13.74
$15.00 - $16.99		94,100		15.21		5.24		94,100		15.21
$17.00 - $19.99		106,100		18.74		1.57		85,200		18.74
Outstanding at end of year		1,387,280		10.04		5.91		701,880		11.14

        Activities related to stock options are presented as follows:

(Dollars in Thousands, Except per Share Data)	2009		2008		2007
Total intrinsic value of options exercised	$	11	$	792	$	3,161
Total fair value of options vested	$	864	$	702	$	320
Weighted average fair value of options granted during the year	$	2.73	$	2.46	$	—

        As of December 31, 2009, total unrecognized compensation cost related to stock options and restricted stocks that have been granted prior to the end of 2009 amounted to $783,000 and $432,000, respectively. These costs are expected to be recognized over a weighted average period of 1.39 years and 1.91 years, respectively.

        A summary of the status and changes of the Company's non-vested shares related to the Company's stock plans as of and during 2009 is presented below:

	Shares			Weighted Average Grant Date Fair Value
Non vested at January 1, 2009		855,660		$	2.63
Granted		216,500			2.73
Vested		(342,560	)		2.70
Forfeited on unvested shares		(44,200	)		2.49
Non vested at December, 2009		685,400		$	2.56

F-40

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

14. INCOME TAXES

        A summary of income tax expense (benefit) for 2009, 2008 and 2007 follows:

(Dollars in Thousands)		Current		Deferred			Total
2009:
	Federal	$	13,561	$	(4,927	)	$	8,634
	State		3,842		(1,790	)		2,052
		$	17,403	$	(6,717	)	$	10,686
2008:
	Federal	$	15,426	$	(2,660	)	$	12,766
	State		4,381		(865	)		3,516
		$	19,807	$	(3,525	)	$	16,282
2007:
	Federal	$	13,469	$	63		$	13,532
	State		3,893		(116	)		3,777
		$	17,362	$	(53	)	$	17,309

        The following is a summary of the income taxes receivable. The $3,619,000 and $763,000 federal income taxes receivables are included in other assets as of December 31, 2009 and December 31, 2008, respectively. The $1,195,000 state taxes receivable was included in other assets as of December 31, 2009, while the $221,000 state taxes payable was included in other liabilities as of December 31, 2008:

(Dollars in Thousands)		2009		2008
Current income taxes receivable:
	Federal	$	3,619	$	763
	State		1,195		(221	)
Total income taxes receivable		$	4,814	$	542

F-41

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

14. INCOME TAXES (Continued)

        The cumulative temporary differences, as tax affected, are as follows as of December 31, 2009 and 2008:

2009 (Dollars in Thousands)		Federal		State			Total
Deferred tax assets:
	Statutory bad debt deduction less than financial statement provision	$	22,677	$	7,023		$	29,700
	Tax depreciation less than financial statement depreciation		901		448			1,349
	Amortization of start-up cost		0		0			0
	Deferred rent		22		7			29
	OREO reserve		152		47			199
	ASC 718-10 (SFAS 123R) non-qualified stock options		455		141			596
	Unrealized loss on loans held-for-sale		61		19			80
	Accrued professional fees		100		31			131
Total deferred tax assets			24,368		7,716			32,084
Deferred tax liabilities:
	Prepaid expenses		245		76			321
	Deferred loan origination costs		1,636		507			2,143
	Unrealized gain (loss) on securities available-for-sale		168		(14	)		154
	Intangible related to business combination		97		30			127
	ASC 860-50 (FASB 156) adjustment		610		189			799
	Gain from acquisition of Mirae Bank		6,323		1,958			8,281
	State tax deferred and other		1,301		274			1,575
Total deferred tax liabilities			10,380		3,020			13,400
Net deferred tax assets		$	13,988	$	4,696		$	18,684

F-42

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

14. INCOME TAXES (Continued)

2008 (Dollars in Thousands)		Federal		State		Total
Deferred tax assets:
	Statutory bad debt deduction less than financial statement provision	$	10,766	$	3,335	$	14,101
	Tax depreciation less than financial statement depreciation		902		361		1,263
	Amortization of start-up cost		7		2		9
	Deferred rent		46		14		60
	OREO reserve		43		13		56
	ASC 718-10 (SFAS 123R) non-qualified stock options		264		82		346
	Unrealized loss on loans held-for-sale		306		95		401
	Accrued professional fees		30		9		39
Total deferred tax assets			12,364		3,911		16,275
Deferred tax liabilities:
	Prepaid expenses		190		59		249
	Deferred loan origination costs		1,575		488		2,063
	Unrealized gain on securities available-for-sale		541		100		641
	Intangible related to business combination		318		98		416
	ASC 860-50 (FASB 156) adjustment		459		142		601
	State tax deferred and other		76		178		254
Total deferred tax liabilities			3,159		1,065		4,224
Net deferred tax assets		$	9,205	$	2,846	$	12,051

        In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income, and tax-planning strategies in making this assessment. A valuation allowance against deferred tax assets at the balance-sheet date is not considered necessary, because it is more likely than not the deferred tax asset will be fully realized.

        A reconciliation of the difference between the federal statutory income tax rate and the effective tax rate is shown in the following table for the three years ended December 31:

	2009			2008			2007
Statutory tax rate		35	%		35	%		35	%
State taxes—net of California Enterprise Zone tax credit		6			5			5
Tax credits and other items		(6	)		(2	)		(1	)
Total		35	%		38	%		39	%

        On January 1, 2007, the Company adopted the provisions of ASC 740-10 (FIN 48). As a result of applying the provisions of ASC 740-10, we recorded an increase in liabilities for an unrecognized tax

F-43

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

14. INCOME TAXES (Continued)

benefit of $123,000 and related interest of $29,000 in 2009. In 2009, the Franchise Tax Board performed audits for tax years 2005 and 2006. As a result, the Company was able to unwind recorded uncertain liabilities for 2005 and 2006 amounting to $194,000. The $194,000 was un-winded in 2009. The following table summarizes activity related to the changes of unrecognized tax benefit in 2009 and 2008:

(Dollars in Thousands)	2009			2008
Unrecognized tax benefit:
Balance, beginning of the year	$	512		$	319
Increases related to current year tax positions		123			231
Expiration of the statue of limitations for assessment of taxes		(237	)		(38	)
Balance, end of the year	$	398		$	512

        As of December 31, 2009, the total unrecognized tax benefit that would affect the effective rate if recognized was $259,000, which was solely related to the state exposure from California Enterprise Zone net interest deductions. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months.

        As of December 31, 2009, the total accrued interest related to uncertain tax positions was $19,000. The Company accounted for interest related to uncertain tax positions as part of our provision for federal and state income taxes. Accrued interest was included as part of our net deferred tax asset in the consolidated financial statements.

        The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. The 2006 through 2009 tax years generally remain subject to examination by federal and most state tax authorities. The California Franchise Tax Board and the New York State Department of Taxation and Finance performed the examination for the fiscal year of 2005 and 2006 in the year 2009 and the result of examination did not have a material impact to the consolidated financial statements as of December 31, 2009.

15. GOODWILL & OTHER INTANGIBLE ASSETS

        The Company recorded goodwill of $6.7 million from the acquisition of Liberty Bank of New York in May 2006. The carrying amount of goodwill amounted to $6.7 million at both December 31, 2009 and 2008 since no impairment losses were recorded during those years. The Company recorded $1,640,060 in core deposit premiums and $346,105 of favorable lease intangibles as a result of the Liberty Bank acquisition in 2006. With the acquisition of Mirae Bank in June 2009, the Bank recorded additional core deposit premiums amounting to $1,329,770. As of December 31, 2009, core deposit premiums related to Liberty Bank and Mirae Bank had cost bases of $1,011,492 and $1,001,666, respectively. Core deposit premiums related to Mirae Bank and Liberty Bank are both amortized on an accelerated basis using the attrition cash flow method for 10 years. Favorable lease intangibles related to Liberty Bank had been fully amortized as of December 2009.

        In accordance with ASC 350-20 (previously SFAS No. 142, Goodwill and Other Intangible Assets), goodwill is no longer amortized, but rather is subject to impairment testing at least annually. Our impairment analysis of goodwill is calculated in accordance with ASC 820 using a combination of the "Market Approach" and "Income Approach", applied to our East Coast reporting unit (East Coast

F-44

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

15. GOODWILL & OTHER INTANGIBLE ASSETS (Continued)

branches). The $6.7 million recorded goodwill is fully attributable to Company's East Coast branches which were acquired as a result of the Liberty Bank acquisition. Under the market approach the fair value of the reporting unit is calculated using the price of the Company's common stock shares publicly traded on the open market and falls under the Level 1 category of ASC 820 input. For the income approach, estimated future operating cash flows for the reporting unit are used to calculate fair value. Since the income approach uses subjective assumptions by management, the fair value inputs are categorized as level 3 pursuant to ASC 820. Both approaches are weighted equally and then compared to the carrying value of the reporting unit. If the fair value exceeds the carry value, not impairment is required, however if the carrying value exceeds the fair value, an impairment must be recognized. We tested goodwill for impairment as of December 31, 2009 and found no impairment was needed.

        The gross carrying amount and accumulated amortization for core deposit intangibles that resulted from the acquisition of Liberty Bank and Mirae Bank at December 31, 2009 and December 31, 2008 are shown in the table below:

		2009					2008
(Dollars in Thousands)		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Goodwill:
	Goodwill—Liberty Bank of New York	$	6,675	$	—		$	6,675	$	—
	Total	$	6,675	$	—		$	6,675	$	—
Intangible assets
	Core deposits—Mirae Bank	$	1,330	$	(328	)	$	—	$	—
	Core deposits—Liberty Bank of New York		1,640		(629	)		1,640		(455	)
	Favorable lease intangible—Liberty Bank of New York		429		(429	)		429		(326	)
	Total	$	3,399	$	(1,386	)	$	2,069	$	(781	)

        The amortization schedule for other intangible assets, specifically core deposit intangibles for the next five years as of December 31, 2009 is show in the table below:

(Dollars in Thousands)	2010		2011		2012		2013		2014
Other Intangible Assets amortization	$	368	$	325	$	284	$	281	$	254

16. RETIREMENT PLAN

        In 1996, the Company established a 401(k) savings plan, which is open to all eligible employees who are 21 years old or over and have completed six months of service. The plan provides for the Company's matching contribution up to 6% of participants' compensation during the plan year. Vesting in employer contributions is 25% after two years of service and 25% per year thereafter. Total employer contributions to the plan amounted to approximately $520,000, $613,000, and $545,000 for the years ended December 31, 2009, 2008 and 2007, respectively.

F-45

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

17. REGULATORY MATTERS

        The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

        Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum ratios (set forth in the table below) of total and Tier I capital to risk-weighted assets (as defined) and Tier I capital (as defined) to average assets. Management believes that, as of December 31, 2009 and 2008, the Company met all capital adequacy requirements to which it is subject.

        Federal Reserve Board rules provide that a bank holding company may count proceeds from a trust preferred securities issuance as Tier 1 capital in an amount up to 25% of its total Tier 1 capital. Under the current Federal Reserve Board capital guidelines, as of December 31, 2009 and 2008, the Company is able to include all of the TARP preferred investment from the U.S. Treasury as Tier 1 capital. In addition, part of the proceeds from the previously issued trust preferred securities was also classified as Tier 1 capital. As of December 31, 2009, the Company's Tier 1 risk-weighted capital ratio and Tier 1 capital ratio were 14.37% and 9.77%, respectively, as compared with 15.36% and 13.25% as of December 31, 2008.

        The Company is categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table.

F-46

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

17. REGULATORY MATTERS (Continued)

        The Company's and Bank's actual capital amounts and ratios are presented in the table:

				Actual					For Capital Adequacy Purposes						To Be Categorized As Well Capitalized under Prompt Corrective Action Provisions
				Amount (in Thousands)		Ratio			Amount (in Thousands)			Ratio			Amount (in Thousands)			Ratio
As of December 31, 2009:
	Total Capital (to risk-weighted assets):
		Wilshire Bancorp, Inc.		$	364,709		15.81	%	$	184,542	³		8.00	%	$	230,678	³		10.00	%
			Wilshire State Bank	$	362,575		15.73	%	$	184,403	³		8.00	%	$	230,503	³		10.00	%
	Tier 1 Capital (to risk-weighted assets):
		Wilshire Bancorp, Inc.		$	331,432		14.37	%	$	92,271	³		4.00	%	$	138,407	³		6.00	%
			Wilshire State Bank	$	329,320		14.29	%	$	92,201	³		4.00	%	$	138,302	³		6.00	%
	Tier 1 Capital (to average assets):
		Wilshire Bancorp, Inc.		$	331,432		9.77	%	$	135,722	³		4.00	%	$	169,652	³		5.00	%
			Wilshire State Bank	$	329,320		9.71	%	$	135,610	³		4.00	%	$	169,512	³		5.00	%
As of December 31, 2008:
	Total Capital (to risk-weighted assets):
		Wilshire Bancorp, Inc.		$	356,509		17.09	%	$	166,899	³		8.00	%	$	208,624	³		10.00	%
			Wilshire State Bank	$	283,421		13.59	%	$	166,811	³		8.00	%	$	208,514	³		10.00	%
	Tier 1 Capital (to risk-weighted assets):
		Wilshire Bancorp, Inc.		$	320,374		15.36	%	$	83,449	³		4.00	%	$	125,174	³		6.00	%
			Wilshire State Bank	$	247,300		11.86	%	$	83,406	³		4.00	%	$	125,108	³		6.00	%
	Tier 1 Capital (to average assets):
		Wilshire Bancorp, Inc.		$	320,374		13.25	%	$	96,703	³		4.00	%	$	120,879	³		5.00	%
			Wilshire State Bank	$	247,300		10.24	%	$	96,575	³		4.00	%	$	120,718	³		5.00	%

        As a holding company whose only significant asset is the common stock of the Bank, the Company's ability to pay dividends on its common stock and to conduct business activities directly or in non-banking subsidiaries depends significantly on the receipt of dividends or other distributions from the Bank. The Bank's ability to pay any cash dividends will depend not only upon its earnings during a specified period, but also on its meeting certain capital requirements. The Federal Deposit Insurance Act and FDIC regulations restrict the payment of dividends when a bank is undercapitalized, when a bank has failed to pay insurance assessments, or when there are safety and soundness concerns regarding a bank.

F-47

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

17. REGULATORY MATTERS (Continued)

        The payment of dividends by the Bank may also be affected by other regulatory requirements and policies, such as maintenance of adequate capital. If, in the opinion of the regulatory authority, a depository institution under its jurisdiction is engaged in, or is about to engage in, an unsafe or unsound practice (that, depending on the financial condition of the depository institution, could include the payment of dividends), such authority may require, after notice and hearing, that such depository institution cease and desist from such practice. The Federal Reserve Board has issued a policy statement that provides that insured banks and bank holding companies should generally pay dividends only out of operating earnings for the current and preceding two years. In addition, all insured depository institutions are subject to the capital-based limitations required by the Federal Deposit Insurance Corporation Improvement Act of 1991. In addition to the regulation of dividends and other capital distributions, there are various statutory and regulatory limitations on the extent to which the Bank can finance or otherwise transfer funds to the Company or any of its non-banking subsidiaries, whether in the form of loans, extensions of credit, investments or asset purchases. The Federal Reserve Act and Regulation may further restrict these transactions in the interest of safety and soundness. The foregoing restrictions on dividends paid by the Bank may limit Wilshire Bancorp's ability to obtain funds from such dividends for its cash needs, including funds for payment of its debt service requirements and operating expenses and for payment of cash dividends to Wilshire Bancorp's shareholders. Furthermore, as part of the TARP agreement, the Company is limited to declare or pay or set apart for dividend payments on any common shares or shares of any other series of preferred stock rankings prior to fully fulfilling the dividend payment requirement of the TARP. The amount of dividends the Bank could pay to Wilshire Bancorp as of December 31, 2009 without prior regulatory approval, which is limited by statute to the sum of undivided profits for the current year plus net profits for the preceding two years (less any distributions made to shareholders during such periods), was $52.5 million.

18. FAIR VALUE OF FINANCIAL INSTRUMENTS

        The table below is a summary of fair value estimates as of December 31, 2009 and 2008, for financial instruments, as defined by ASC 825-10 (formerly SFAS No. 107, Disclosures about Fair Value of Financial Instruments), including those financial instruments for which the Company did not elect fair value option pursuant to ASC 470-20 (SFAS No. 159). In addition, the provisions of ASC 825-10 (SFAS No. 107) do not require the disclosure of the fair value of lease financing instruments and nonfinancial instruments, including goodwill and intangible assets. The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data in order to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of

F-48

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

18. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts at December 31:

		2009				2008
(Dollars in Thousands)		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
	Cash and cash equivalents	$	235,757	$	235,757	$	97,541	$	97,541
	Investment securities held to maturity		109		109		139		135
	Loans receivable—net		2,329,078		2,326,869		2,003,665		2,008,949
	Loans held for sale		36,233		36,407		18,427		19,396
	Cash surrender value of life insurance		18,037		18,037		17,395		17,395
	Federal Home Loan Bank stock		20,850		20,850		17,537		17,537
	Accrued interest receivable		15,266		15,266		9,975		9,975
	Due from customer on acceptances		945		945		2,213		2,213
Liabilities:
	Noninterest-bearing deposits	$	385,188	$	385,188	$	277,542	$	277,542
	Interest-bearing deposits		2,443,027		2,444,445		1,535,059		1,536,325
	Junior subordinated Debentures		87,321		87,321		87,321		87,321
	Short-term Federal Fund Purchased & FHLB borrowings		122,000		122,380		14,000		14,000
	Federal Home Loan Bank borrowings		110,000		112,017		260,000		262,202
	Accrued interest payable		5,865		5,865		6,957		6,957
	Acceptances outstanding		945		945		2,213		2,213

        The methods and assumptions used to estimate the fair value of each class of financial statements for which it is practicable to estimate that value are explained below:

Cash and Cash Equivalents—The carrying amounts approximate fair value due to the short-term nature of these investments.

Investment Securities Held to Maturity—The fair value of investment securities held to maturity is generally obtained from market bids from similar or identical securities, or obtained from independent securities brokers or dealers.

Loans Receivable-Net—Fair values are estimated for portfolios of loans with similar financial characteristics, primarily fixed and adjustable rate interest terms. The fair values of fixed rate mortgage loans are based on discounted cash flows utilizing applicable risk-adjusted spreads relative to the market pricing of similar fixed rate loans, as well as anticipated repayment schedules as of December 31, 2009 and 2008, respectively. The fair values of adjustable rate commercial loans are based on the estimated discounted cash flows as of the year ends of 2009 and 2008 utilizing the discount rates that approximate the pricing of loans collateralized by similar commercial properties. The estimated fair values are net of allowance for loan losses.

Loans Held for Sale—Similar fair valuation as to Loans Receivable-Net. Fair values are estimated for portfolios of loans with similar financial characteristics, primarily fixed and adjustable rate

F-49

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

18. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

interest terms. The fair values of fixed rate mortgage loans are based on discounted cash flows utilizing applicable risk-adjusted spreads relative to the current pricing of similar fixed rate loans, as well as anticipated repayment schedules. The fair value of adjustable rate commercial loans is based on the estimated discounted cash flows utilizing the discount rates that approximate the pricing of loans collateralized by similar commercial properties.

Cash Surrender Value of Life Insurance—The carrying amounts approximate fair value since the carrying amount represents the cash surrender value.

Federal Home Loan Bank Stock—The carrying amounts approximate fair value, as the stock may be sold back to the FHLB at the carrying value.

Accrued Interest Receivable—The carrying amount of accrued interest receivable approximates its fair value due to the short-term nature of this asset.

Deposits—The fair values of non-maturity deposits are equal to the carrying values of such deposits. Non-maturity deposits include noninterest-bearing demand deposits, savings accounts, super NOW accounts, and money market demand accounts. Discounted cash flows have been used to value term deposits, such as CDs. The discount rate used is based on interest rates currently being offered by the Company on comparable deposits as to amount and term. The carrying amount of accrued interest payable approximates its fair value.

Junior Subordinated Debentures, Federal Home Loan Bank Borrowings and Federal Funds Purchased—The fair value of debt is based on discounted cash flows. The discount rate used is based on the current market rate.

Accrued Interest Payable—The carrying amount of accrued interest payable approximates its fair value due the short-term nature of this liability.

Due from Customer on Acceptances and Acceptances Outstanding—The carrying amount approximates fair value due to the short-term maturities of these instruments.

Loan Commitments and Standby Letters of Credit—The fair value of loan commitments and standby letters of credit is based upon the difference between the current value of similar loans and the price at which the Company has committed to make the loans. The fair value of loan commitments and standby letters of credit is not material at December 31, 2009 and 2008.

        The fair value estimates presented herein are based on pertinent information available to management at December 31, 2009 and 2008. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and therefore, current estimates of fair value may differ significantly from the amounts presented herein.

F-50

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

19. EARNINGS PER SHARE

        The following is a reconciliation of the numerators and denominators of the basic and diluted per share computations at December 31, 2009, 2008 and 2007:

(Dollars in Thousands, Except per Share Data)			2009		2008		2007
Numerator:
	Net income available to common shareholders		$	16,504	$	26,318	$	26,806
Denominator:
	Denominator for basic earnings per share:
		Weighted-average shares		29,413,804		29,368,762		29,339,454
	Effect of dilutive securities:
		Stock option dilution(1)		8,975		38,626		109,757
		Stock warrant dilution(2)		—		—		n/a
	Denominator for diluted earnings per share:
		Adjusted weighted-average shares and assumed conversions		29,422,779		29,407,388		29,449,211
Basic earnings per share			$	0.56	$	0.90	$	0.91
Diluted earnings per share			$	0.56	$	0.90	$	0.91

⁽¹⁾

Excludes 1,200,000, 1,248,000, and 348,000 options outstanding at December 31, 2009, 2008 and 2007, respectively, for which the exercise price exceeded the average market price of the Company's common stock. Therefore, these stock options were deemed anti-dilutive, and were excluded from the diluted earnings per share calculation.

⁽²⁾

There were 949,460, 949,460, and 0 warrants outstanding at December 31, 2009, 2008, and 2007, respectively. The warrants' exercise price exceeded the average market price of the Company's common stock as of December 31, 2009. Therefore, the stock warrants were deemed anti-dilutive, and were excluded from the diluted earnings per share calculation.

20. BUSINESS SEGMENT INFORMATION

        The following disclosure about segments of the Company is made in accordance with the requirements of ASC 280-10 (formerly SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information). The Company segregates its operations into three primary segments: Banking Operations, Trade Finance Services ("TFS"), and Small Business Administration Lending Services. The Company is currently in the process of reassessing our business segment disclosures.

        Banking Operations—The Company provides lending products, including commercial, installment and real estate loans, to its customers.

F-51

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

20. BUSINESS SEGMENT INFORMATION (Continued)

        Trade Finance Services—The Trade Finance department allows the Company's import/export customers to handle their international transactions. Trade finance products include, among others, the issuance and collection of letters of credit, international collection and import/export financing.

        Small Business Administration Lending Services—The SBA department mainly provides customers of the Company access to the U.S. SBA-guaranteed lending program.

        The following are the results of operations of the Company's segments for the year-ended December 31:

	Business Segments
2009 (Dollars in Thousands)	Banking Operations		TFS			SBA		Company
Net interest income	$	86,616	$	2,750		$	10,097	$	99,463
Less provision for loan losses		48,924		10,972			8,704		68,600
Other operating income		49,707		1,112			6,497		57,316
Net revenue (loss)		87,399		(7,110	)		7,890		88,179
Other operating expenses		53,306		2,244			1,819		57,369
Income (loss) before taxes	$	34,093	$	(9,354	)	$	6,071	$	30,810
Total assets	$	3,209,129	$	44,210		$	182,658	$	3,435,997
	Business Segments
2008 (Dollars in Thousands)	Banking Operations		TFS			SBA		Company
Net interest income	$	68,526	$	2,218		$	11,875	$	82,619
Less provision for loan losses		5,091		830			6,189		12,110
Other operating income		15,239		1,119			4,288		20,646
Net revenue		78,674		2,507			9,974		91,155
Other operating expenses		43,665		1,092			3,643		48,400
Income before taxes	$	35,009	$	1,415		$	6,331	$	42,755
Total assets	$	2,244,645	$	47,850		$	157,516	$	2,450,011
	Business Segments
2007 (Dollars in Thousands)	Banking Operations		TFS			SBA		Company
Net interest income	$	61,285	$	3,212		$	16,853	$	81,350
Less provision for loan losses		9,133		3,440			2,407		14,980
Other operating income		13,122		1,268			8,194		22,584
Net revenue		65,274		1,040			22,640		88,954
Other operating expenses		39,009		1,055			4,775		44,839
Income (loss) before taxes	$	26,265	$	(15	)	$	17,865	$	44,115
Total assets	$	1,994,323	$	48,727		$	153,655	$	2,196,705

F-52

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

21. RELATED PARTIES TRANSACTION

        The Company, in the normal course of business has paid, and to the extent permitted by applicable regulations and other regulatory restrictions and expects to continue to pay the loan referral fees to affiliates of one of the Company's officers. Such fees were approximately $0 and $104,000 for the fiscal years 2009 and 2008, respectively, and have been paid from loan fees collected from the borrowers. All such transactions are and will continue to be on terms no less favorable to the Company than those which could be obtained with non-affiliated parties. Management believes that such loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other parties and do not involve more than the normal risk of collectability or present other unfavorable features.

22. CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY

        The following presents the unconsolidated financial statements of only the parent company, Wilshire Bancorp, Inc., as of December 31:

			2009		2008
			(Dollars in Thousands)
STATEMENTS OF FINANCIAL CONDITION
Assets:
	Cash and cash equivalents		$	2,339	$	72,288
	Investment in subsidiary			341,345		259,306
	Prepaid income taxes			1,204		2,234
	Other assets			525		321
		Total assets	$	345,413	$	334,149
Liabilities:
	Other borrowings		$	77,321	$	77,321
	Accounts payable and other liabilities			97		142
	Cash dividend payable			1,859		1,626
		Total liabilities		79,277		79,089
Shareholders' Equity				266,136		255,060
Total			$	345,413	$	334,149

		2009		2008		2007
		(Dollars in Thousands)
STATEMENTS OF OPERATIONS
Interest expense		$	2,725	$	4,154	$	4,603
Other operating expense			1,617		1,772		883
	Total expense		4,342		5,926		5,486
Other Income			105		124		138
Undistributed earnings of subsidiary			22,951		29,846		29,905
	Earnings before income tax provision		18,714		24,044		24,557
Income tax benefit			1,410		2,429		2,249
Net Income		$	20,124	$	26,473	$	26,806

F-53

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

22. CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY (Continued)

(Dollars in Thousands)				2009			2008			2007
STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net income				$	20,124		$	26,473		$	26,806
	Adjustments to reconcile net earnings to net cash used in operating activities:
		(Decrease) increase in accounts payable and other liabilities			(45	)		(70	)		70
		Stock compensation expense			875			1,140			348
		Decrease (increase) in prepaid income taxes			1,030			(10	)		(623	)
		Tax benefit from exercise of stock options			—			(57	)		(1,286	)
		Increase in other assets			(229	)		(225	)		(31	)
		Undistributed earnings of subsidiary			(22,951	)		(29,789	)		(28,619	)
			Net cash used in operating activities		(1,196	)		(2,538	)		(3,335	)
Cash flows from investing activities:
	Payments for investments in and advances to subsidiary				(60,000	)		—			(774	)
		Net cash used in investing activities			(60,000	)		—			(774	)
Cash flows from financing activities:
	Proceeds from the issuance of preferred stock				—			62,158			—
	Proceeds from the issuance of trust preferred securities				—			—			25,774
	Proceeds from exercise of stock options				5			470			138
	Tax benefit from exercise of stock options				—			57			1,286
	Cash paid to acquire treasury stock				—			—			(1,262	)
	Payments of cash dividend				(5,883	)		(5,872	)		(5,863	)
	Payments of preferred stock cash dividend				(2,875	)
		Net cash (used in) provided by financing activities			(8,753	)		56,813			20,073
	Net (decrease) increase in cash and cash equivalents				(69,949	)		54,275			15,964
	Cash and cash equivalents, beginning of year				72,288			18,013			2,049
	Cash and cash equivalents, end of year			$	2,339		$	72,288		$	18,013

F-54

WILSHIRE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2009

23. QUARTERLY FINANCIAL DATA (UNAUDITED)

        Summarized quarterly financial data follows:

	Three Months Ended
(Dollars in Thousands, Except Share Data) 2009	Mar 31		Jun 30		Sep 30			Dec 31		Total
Net interest income	$	19,664	$	20,981	$	29,413		$	29,405	$	99,463
Provision for loan losses		6,700		12,100		24,200			25,600		68,600
Net income (loss)		3,059		13,746		(757	)		4,076		20,124
Net income (loss) available to common shareholders		2,139		12,848		(1,657	)		3,174		16,504
Basic earnings (loss) per common share		0.07		0.44		(0.06	)		0.11		0.56
Diluted earnings (loss) per common share		0.07		0.44		(0.06	)		0.11		0.56
2008
Net interest income	$	19,744	$	20,333	$	21,414		$	21,128	$	82,619
Provision for loan losses		1,400		1,400		3,400			5,910		12,110
Net income available to common shareholders		7,050		7,429		6,868			4,971		26,318
Basic earnings per common share		0.24		0.25		0.23			0.17		0.90
Diluted earnings per common share		0.24		0.25		0.23			0.17		0.90

24. SUBSEQUENT EVENTS

        On January 26, 2010, the Company's Board of Directors declared first quarter 2010 dividends on the Company's common stock. The common stock dividend of $0.05 per share is payable on or April 15, 2010 to shareholders of record at the close of business on March 31, 2010. We have evaluated events and transactions occurring through the date of filing this report on Form 10-K. Such evaluation resulted in no adjustments to the accompanying financial statements.

F-55

EX-10.23

Exhibit 10.23

STANDARD MULTI-TENANT OFFICE LEASE - GROSS

AIR COMMERCIAL REAL ESTATE ASSOCIATION

1.Basic Provisions (“Basic Provisions”).

1.1Parties: This Lease (“Lease”), dated for reference purposes only July 31, 2009, is made by and between AYM Investment, LLC, a California limited liability company, Laurel-Crest Group, LLC, a California limited liability company, and Synchronicity, LLC, a California limited liability company (collectively, “Lessor”) and Wilshire State Bank, a California banking corporation (“Lessee”), (collectively the “Parties”, or individually a “Party”).

1.2(a)Premises: That certain portion of the Project (as defined below), known as Suite Numbers(s) 207-211, on the, second floor(s), consisting of approximately 5,500 rentable square feet and approximatelyuseable square feet (“Premises”). The Premises are located at: 401 East 11th Street, in the City of Los Angeles, County of Los Angeles, State of California, with zip code 90015. In addition to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, the exterior walls, the area above the dropped ceilings, or the utility raceways of the building containing the Premises (“Building”) or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the “Project.” The Project consists of approximately 35,000 rentable square feet. (See also Paragraph 2)

1.2(b)Parking: zero (0) unreserved and 23 reserved vehicle parking spaces at a monthly cost of $                               per unreserved space and $zero (0) per reserved space. (See Paragraph 2.6)

1.3Term: Ten (10) years and zero (0) months (“Original Term”) commencing July 1, 2009 (“Commencement Date”) and ending June 30, 2019 (“Expiration Date”). (See also Paragraph 3)

1.4Early Possession: Not applicable (“Early Possession Date”). (See also Paragraphs 3.2 and 3.3)

1.5Base Rent: $15,400.00 per month (“Base Rent)”, payable on the first (1) day of each month commencing on the Commencement Date. (See also Paragraph 4)

x If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted in accordance with Addendum Section 51.

1.6Lessee’s Share of Operating Expense Increase:                                          percent (         %) (“Lessee’s Share”). Lessee’s Share has been calculated by dividing the approximate rentable square footage of the Promises by the total approximate square, footage of the rentable space contained in the Project and shall not be subject to revision except in connection with an actual change in the size of the Premises or a change in the space available for lease in the Project.

1.7Base Rent and Other Monies Paid Upon Execution:

(a)Base Rent: $15,400.00 for the period July 1 - July 31, 2009.

(b)Security Deposit: $15,400.00 (“Security Deposit”). (See also Paragraph 5)

(c)Parking: $0.00 for the period                                                                            ..

(d)Other: $0.00 for                                                                                 &nbs p;   .

(e)Total Due Upon Execution of this Lease: $30,800.00.

1.8Agreed Use: full service retail bank and general offices related to such banking operations. (See also Paragraph 6)

1.9Base Year; Insuring Party. The Base Year is                         . Lesser is the “Insuring Party”. (See also Paragraphs 4.2 and 8)

1.10Real Estate Brokers: (See also Paragraph 15)

(a)Representation: The following real estate brokers (the “Brokers”) and brokerage relationships exist in this transaction (check applicable boxes):

x  Executive Properties represents Lessor exclusively (“Lessor’s Broker”);

x Transwestern represents Lessee exclusively (“Lessee’s Broker”); or

o not applicable represents both Lessor and Lessee (“Dual Agency”).

(b)Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay Ten Thousand Dollars ($10,000) to Lessee’s the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of                                    or              % of the total Base Rent for the brokerage services rendered by the Lessee’s Brokers to Lessee).

1.11Guarantor. The obligations of the Lessee under this Lease shall be guaranteed by None (“Guarantor”). (See also Paragraph 37)

1.12Business Hours for the Building: 8 a.m. to 7 p.m., Mondays through Fridays (except Building Holidays) and

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8 a.m. to 2 p.m. on Saturdays (except Building Holidays). “Building Holidays” shall mean the dates of observation of New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and other legally recognized bank holidays.

1.13Lessor Supplied Services. Notwithstanding the provisions of Paragraph 11.1, Lessor is NOT obligated to provide the following:

x Janitorial services

o Electricity

x Other (specify): security and heating, ventilation and air conditioning

1.14Attachments. Attached hereto are the following, all of which constitute a part of this Lease:

x an Addendum consisting of Paragraphs 51 through 69;

x a plot plan depicting the Premises;

x a current set of the Rules and Regulations;

o a Work Letter;

o a janitorial schedule;

x other (specify): 50 (option to extend addendum, providing two options to extend lease term, each option being for five years).

2.Premises.

2.1Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon are not subject to revision whether or not the actual size is more or less. Note: Lessee is advised to verify the actual size prior to executing this Lease.

2.2Condition. Lessor shall deliver the Premises to Lessee in a n “AS IS” clean condition on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), and all other items which the Lessor is obligated to construct pursuant to the Work Letter attached hereto, if any, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law.

2.3Compliance. Lessor warrants to the best of its knowledge that the improvements comprising the Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable laws, covenants or restrictions of record, regulations, and ordinances (“Applicable Requirements”) in effect on the Start Date. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee’s use (see Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the zoning and other Applicable Requirements are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed.  If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance rectify the same. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Premises (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows:

(a)    Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months’ Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.

(b)    If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then. Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month-during the-remainder of the term of this Lease, on the date that on which the Base Rent is duo, an amount equal to 144th of the portion of such costs reasonably attributable to the Promises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay the cost its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate; and fails to pay the cost tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with. Interest, from Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to finance Lessor’s share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.

                               (c)    Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to nonvoluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed Agreed Use, change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such Agreed Use, changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease.

2.4Acknowledgements. Lessee acknowledges that: (a) Lessee has been advised by Lessor and/or Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements), and their suitability for Lessee’s intended use, and Lessee has, prior to the execution and delivery of this Lease, independently inspected the same and is satisfied therewith (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and is satisfied therewith and (c) neither Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.

2.5Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date, Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.

2.6Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and Regulations attached hereto, and as established by Lessor from time to time, Lessee shall be entitled to rent and use the number of parking spaces specified in Paragraph 1.2(b) at-the rental rate applicable from time to time for monthly parking as set by Lesser and/or its licensee.

(a)If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

(b)The monthly rent per parking space specified in Paragraph 1.2(b) is subject to change upon 30 days prior written notice to Lessee. The rent for the parking is payable one month in advance prior to the first day of each calendar month.

2.7Common Areas - Definition. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Premises that are provided and designated by the Lessor from time to time for the general nonexclusive use of Lesser, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.

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2.8Common Areas - Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the nonexclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor’s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

2.9Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and enforce reasonable rules and regulations (“Rules and Regulations”) for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. The Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the noncompliance with said Rules and Regulations by other tenants of the Project.

2.10Common Areas - - Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to time:

(a)To make changes to the Common Areas, including, without limitation; changes in the location, size, shape and number of the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;

(b)To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;

(c)To designate other land outside the boundaries of the Project to be a part of the Common Areas;

(d)To add additional buildings and improvements to the Common Areas;

(e)To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof; and

(f)To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate.

3.Term.

3.1Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.

3.2Early Possession.—If Lessee totally or partially occupies the Promises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee’s Share of the Operating Expense Increase) shall be in effect during such-period. Any such early possession shall not affect the Expiration Date.

3.3See Section 69 of the Lease Addendum. Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Promises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the-validity of this Lease.—Lessee shall not, however, be-obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Promises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the and of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee’s right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements arc reached between Lessor and Lessee, in writing.

3.4Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor’s election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.

4.Rent.

4.1.Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent (“Rent”).

4.2Operating Expense Increase. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s Share of the amount by which all Operating Expenses for each Comparison Year exceeds the amount of all Operating Expenses; for the Base Year, such excess being hereinafter referred to as the “Operating Expense Increase”, in accordance with the following provisions:

(a)“Base Year” is as specified in Paragraph 1.9.

(b)“Comparison Year” is defined as each calendar year during the term of this Lease subsequent to the Base Year; provided, however, Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first 12 months of the Lease Term (other than such as are mandated by a governmental authority, as to which government mandated expenses Lessee shall pay Lessee’s Share, notwithstanding they occur during the first twelve (12) months). Lessee’s Share of the Operating Expense Increase for the first and last  Comparison Years of the Lease Term shall be prorated according to that portion of such Comparison Year as to Which Lessee is responsible for a share of such increase.

(c)The following costs relating to the ownership and operation of the Project, calculated as if the Project was at least 95% occupied, are defined as “Operating Expenses”:

(i)Costs relating to the operation, repair, and maintenance in neat, clean, safe, good order and condition, but not the replacement (see subparagraph (g)), of the following:

(aa)The Common Areas, including their surfaces, coverings, decorative items, carpets, drapes and window coverings, and including parking areas, loading and unloading areas, trash - -areas, roadways, sidewalks; walkways, stairways, parkways, driveways, landscaped areas, striping, bumpers, irrigation systems, Common Area lighting-facilities, building exteriors and roofs, fences and gates;

(bb)All heating, air conditioning, plumbing, electrical systems, life safety equipment, communication-systems and other-equipment used in common by, or-for the benefit of, lessees or occupants of the Project, including elevators-and escalators, tenant directories, fire detection systems including sprinkler system maintenance and repair.

(ii)The cost of trash disposal, janitorial and Security services, post control services, and the costs of any environmental inspections;

(iii)The cost-of any other service to be provided by Lessor that is elsewhere in this Lease stated to be an “Operating Expense”;

(iv)The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 and any deductible portion of an insured loss concerning the Building or the Common Areas;

(v)The amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10;

(vi)The cost of water, sewer, gas, electricity, and other publicly mandated services not separately motored;

(vii)Labor, salaries, and applicable fringe benefits and costs, materials, supplies and tools, used in maintaining and/or cleaning the Project and accounting and management fees attributable to the operation of the Project;

(viii)The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessees Share of 1/144th of the cost of such Capital Expenditure in any given month;

(ix)The cost to replace equipment or improvements that have a useful life for accounting purposes of 5 years or less.

(d)Any item of Operating Expense that is specifically attributable to the Premises, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such promises, Building, or other building. However, any such item that is not specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project.

(e)The inclusion of the improvements, facilities and services sot forth in Subparagraph 4.2(c) shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of thern.

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(f)Lessee’s Share of Operating Expense Increase is payable monthly on the same day as the Base Rent is due hereunder. The amount of such payments shall be based on Lesser’s estimate-of the Operating Expense Expenses. Within 60 days after written request (but not more than once each year) Lesser shall deliver to Lessee a reasonably detailed statement showing Lessee’s Share of the actual Common Area Operating Expenses incurred during the preceding year a reasonably detailed statement showing Lessee’s Share of the actual Operating Expense Increase incurred during such year. If Lessee’s payments during such Year exceed Lessee’s Share, Lessee shall credit the amount of such ever payment against Lessee’s future-payments. If Lessee’s payments during-such Year-were-less than Lessee’s Share, Lessee’s shall pay to Lesser the amount of the deficiency within 10 days after delivery by lesser to Lessee of said statement. Lessor and Lessee shall forthwith adjust between them by each-payment any balance determined to exist with respect to that portion of the last Comparison Year-for-which Lessee is responsible-as to Operating Expense Increases, notwithstanding that the Lease term may have terminated before the end of such Comparison Year.

(g)Operating Expenses shall not include the costs of replacement for equipment or capital components-such as the roof, foundations, exterior walls or a Common Area capital improvement, such as the parking lot paving, elevators, fences that have a useful life for accounting purposes of 5 years or more.

(h)Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to-which Lessor is otherwise reimbursed by any third party, other tenant, or by insurance proceeds.

4.3Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States on or before the day on which it is due, without offset or deduction (except as specifically permitted in this Lease). All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier’s check. Payments will be applied first to accrued late charges and attorney’s fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs.

5.Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee’s faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor’s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.

6.Use.

6.1Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements of the Building, will not adversely affect the mechanical, electrical, HVAC, and other systems of the Building, and/or will not affect the exterior appearance of the Building. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use.

6.2Hazardous Substances.

                                (a)Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, byproducts or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements. “Reportable Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use such as ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.

(b)Duty to Inform Lessor. If a responsible officer of Lessee or Lessor knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by the other Party, then such Party Lessee shall immediately give written notice of such fact to the other Party Lessor, and provide to such other Party Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.

(c)Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises or the Project (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises, the Project or neighboring properties, that was caused or materially contributed to by Lessee, Lessee’s agents, employees, contractors or anyone else at the direction of Lessee or under Lessee’s dominion and control, or pertaining to or involving any Hazardous Substance brought onto the Premises or the Project during the term of this Lease or Lessee’s use and occupancy of the Project, by or for Lessee, or any third party at Lessee’s direction or under Lessee’s dominion or control.

(d)Leasee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises or the Project by or for Lessee, Lessee’s agents, employees or contractors, or any third party acting at Lessee’s direction or control or under Lessee’s dominion or control (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee, Lessee’s agents or contractors, or any third party acting at Lessee’s direction or control or under Lessee’s dominion or control). Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, Lessee’s agents, employees, contractors, or any third party acting at Lessee’s direction or control, or under Lessee’s dominion and control and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.

(e)Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its

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employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee’s occupancy, exist on the Premises during the term of this Lease which are not caused by or contributed to by Lessee, Lessee’s agents, employees, contractors, or any third party acting at Lessee’s direction or control, or under Lessee’s dominion and control, or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

(f)Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee’s occupancy, unless such remediation measure is required as a result of Lessee’s use (including “Alterations”, as defined in paragraph 7.3(a) below) of the Premises, or is caused by or contributed to by Lessee, Lessee’s agents, employees, contractors, or any third party acting at Lessee’s direction or control, or under Lessee’s dominion and control, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.

(g)Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1 (e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements-and this Lease shall continue in full force and effect, but subject to Lessor’s rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i) investigate and remediate such Hazardous Substance Condition, if required as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days; after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice.—In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give-written notice to Lessor of Lessee’s-commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds and amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Loaso shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds arc available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor’s notice of termination.

6.3Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants which relate in any manner to the Premises, without regard to whether said requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor’s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises.

6.4Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times, after reasonable notice with Lessee having the right to have its representatives accompany Lessor on any such non-emergency entry, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1e) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets ( MSDS) to Lessor within 10 days of the receipt of written request therefor.

7.Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.

7.1Lessee’s Obligations. Notwithstanding Lessor’s Lessee shall have the sole obligation to, at Lessee’s sole cost and expense, keep the Premises in good condition and repair if Lessor elects to perform any such maintenance or repair work, then Lessee shall be responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable to causes beyond normal wear and tear. Lessee shall be responsible for the cost of painting, repairing or replacing wall coverings, and to repair or replace any improvements with the Premises. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any particular such maintenance or repairs the cost of which is otherwise Lessee’s responsibility hereunder.

7.2Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Operating Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, fire alarm and/or smoke detection systems, fire hydrants, and the Common Areas. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.

7.3Utility Installations; Trade Fixtures; Alterations.

(a)Definitions. The term “Utility Installations” refers to all floor and window coverings, air lines, vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, and plumbing in or on the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises. The term “Alterations” shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

(b)Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s prior written consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof, ceilings, floors or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed $2000. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with asbuilt plans and specifications. For work which costs an amount in excess of one month’s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee’s posting an additional Security Deposit with Lessor.

(c)Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor’s reasonable attorneys’ fees and costs; provided, however, Lessee shall only be obligated to pay for a single counsel unless Lessor has legal positions that cannot be reasonably pursued in a joint representation.

7.4Ownership; Removal; Surrender; and Restoration.

(a) Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.

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(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.

(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises and the Project any and all Hazardous Substances brought onto the Premises or the Project by or for Lessee, Lessee’s agents, employees, contractors, or any third party acting at Lessee’s direction or control, or under Lessee’s dominion and control or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform of pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

8.Insurance; Indemnity.

8.1Insurance Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant to-paragraph 8 are included as Operating Expenses (see paragraph 4.2 (o)(iv)). Said costs shall include increases in the premiums resulting from additional coverage related to requirements of the holder of a mortgage or deed of trust covering the Promises, Building and/or Project, increased valuation of the Premises, Building and/or Project, and/or a general premium rate increase. Said costs shall not, however, include any premium increases resulting from the nature of the occupancy of any other tenant of the Building. If the Project was not insured for the entirety of the Base Year, then the base premium shall be the lowest annual premium reasonably obtainable for the required insurance as of the Start Date, assuming the most nominal use possible of the-Building and/or Project. In no event, however, shall Lessee be responsible for any portion of the premium cost attributable to liability insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b).

8.2Liability Insurance.

(a)Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization’s “Additional Insured-Managers or Lessors of Premises” Endorsement and coverage shall also be extended to include damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an “insured contract” for the performance of Lessee’s indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.

(b)Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.

8.3Property Insurance - Building, Improvements and Rental Value.

(a)Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Building and/or Project. The amount of such insurance shall be equal to the full insurable replacement cost of the Building and/or Project, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate, at Lessor’s option, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence.

(b)Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days (“Rental Value insurance”). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.

(c)Adjacent Premises. Lessee shall as additional rent pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee’s acts, omissions, use or Occupancy of the Premises which are not consistent with the Agreed Use.

(d)Lessee’s Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.

8.4Lessee’s Property; Business Interruption Insurance.

(a)Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility installations. Lessee shall provide Lessor with written evidence that such insurance is in force.

(b)Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils.

(c)No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business operations or obligations under this Lease.

8.5Insurance Policies. Insurance required herein of Lessee shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a “General Policyholders Rating” of at least A-, VI, as set forth in the most current issue of “Best’s Insurance Guide”, or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 10 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

8.6Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7Indemnity. Except for Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, reasonable attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises or the Project by Lessee, Lessee’s agents, employees, contractors, or any third party acting at Lessee’s direction or control, or under Lessee’s dominion and control. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters,

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Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified.

8.8Exemption of Lessor and its Agents from Liability . Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises or the Project, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building or the Project, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee’s business or for any loss of income or profit therefrom. Instead, it is intended that Lessee’s sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions paragraph 8.

8.9Failure to Provide insurance.  Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee’s failure to maintain the required insurance.  Such increase in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease.    Lessor Indemnity. Notwithstanding Sections 8.7 and 8.8 to the contrary, Lessee shall not be required to indemnify and hold Lessor harmless from any claims for damage to any person or property resulting from the gross negligence or willful misconduct of Lessor in connection with Lessor’s activities in the Building (except for damage to Lessee’s improvements, personal property, fixtures, furniture and equipment in the Premises, to the extent Lessee is required to obtain the requisite insurance coverage pursuant to the Lease). Except for any claims caused or contributed to by the acts or omissions of Lessee, Lessee’s agents, employees, contractors, or any third party acting at Lessee’s direction or control or under Lessee’s dominion and control, or any claims arising from Lessee’s Breach or Default hereunder, Lessor shall indemnify and hold Lessee harmless from any claims for damage to person or property resulting from the gross negligence or willful misconduct of Lessor in connection with Lessor’s activities in the Building (except for damage to Lessee’s improvements, personal property, fixtures, furniture and equipment in the Premises, to the extent Lessee is required to obtain the requisite insurance coverage pursuant to the Lease). The foregoing exclusion from Lessee’s indemnity and Lessor’s agreement to indemnify and hold Lessee harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Lessor or Lessee, respectively, pursuant to the Lease to the extent that such policies cover the results of such acts, omissions or willful misconduct.

9.Damage or Destruction.

9.1Definitions.

(a) “Premises Partial Damage” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to twelve (12) 6-month’s Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

(b) “Premises Total Destruction” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month’s Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

(c) “Insured Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required-to-be actually covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved.

(d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.

(e) “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises which requires repair, remediation, or restoration.

                9.2Partial Damage - Insured Loss.  If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s election, make the repair of any damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose.  Notwithstanding the foregoing, if the required insurance was readily available for a commercially reasonable premium and was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs.  In the event, however, such  absence of coverage or shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor.  If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter.   Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction.   Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

9.4Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6.

9.5Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month’s Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee’s receipt of Lessor’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee’s option shall be extinguished.

9.6Abatement of Rent; Lessee’s Remedies.

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(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.

(b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. “Commence” shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

9.7Termination; Advance Payments.   Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitableadjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor.   Lessor shall, in addition, return to Lessee so much of Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.

10.Real Property Taxes.

10.1Definitions. As used herein, the term “Real Property Taxes” shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. “Real Property Taxes” shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project, (ii) a change in the improvements thereon, and/or (iii)!levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.

10.2Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the calculation of Operating Expenses in accordance with the provisions of Paragraph 4.2.

10.3Additional Improvements.  Operating Expenses shall not include Real Property Taxes specified in the tax assessor’s records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees.  Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time   Base Rent payments Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee’s request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.

10.4Joint Assessment.  If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such other information as may be reasonably available.  Lessor’s reasonable determination thereof, in good faith, shall be conclusive.

10.5Personal Property Taxes.   Lessee shall pay prior to delinquency all taxes assessed against an levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.

11.Utilities and Services.

11.1Services Provided by Lossor. Lessor shall procure from utilities companies who shall provide heating, ventilation, air conditioning, reasonable amounts of electricity for normal lighting and office machines (and Lessee shall pay for all charges therefor), water for reasonable and normal drinking and lavatory use in connection with an office. Lessee shall be responsible to perform and pay for, and replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures and all other fixtures in the Premises. Lessor Lessee, at Lessee’s sole cost and expense, shall also provide janitorial services to the Premises and Common Areas 5 times per week, excluding Building Holidays, or pursuant to the attached janitorial schedule, if any as and when desired by Lessee. Lessor shall not, however, be required to provide janitorial services to kitchens or storage areas included within the Premises.

11.2Services Exclusive to Lessee.  Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities and services specially or exclusively supplied and/or metered exclusively to the Premises or to Lessee, together with any taxes thereon.  Lessee acknowledges that electrical service to the Premises is separately metered and shall pay for the electrical usage and all taxes and other costs associated with such electricity.  If a service is deleted by Paragraph 1.13 and such service is not separately metered to the Premises, Lessee shall pay at Lessor’s option, either Lessee’s Share or a reasonable proportion to be determined by Lessor of all charges for such jointly metered service.

11.3Hours of Service.  Said services and utilities shall be provided during times set forth in Paragraph 1.12 that the utility companies provide the same. Utilities and services required at other times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof.

11.4Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and shall not install or use machinery or equipment in or about the Premises that uses excess water, lighting or power, or suffer or permit any act that causes extra burden upon the utilities or services, including but not limited to security and trash services, over standard office usage for the Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph by Lessee. Lessor may, in its sole discretion, install at Lessee’s expense supplemental equipment and/or separate metering applicable to Lessee’s excess usage of loading.

11.5Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable control or in cooperation with governmental request or directions.

12.Assignment and Subletting.

12.1Lessor’s Consent Required.

(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent.

(b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose.

(c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. “ Net Worth of Lessee” shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles.

(d) An assignment or subletting without consent shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.

(e) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

(f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.

(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet orless, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

12.2Terms and Conditions Applicable to Assignment and Subletting.

(a) Regardless of Lessor’s consent, no assignment or subletting shall:   (i) be effective without the express written assumption by

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such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.

(b) Lessor may accept Rent or performance of Lessee’s obligations from any person other than Lessee pending approval or disapproval of an assignment.  Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor’s right to exercise its remedies for Lessee’s Default or Breach.

(c) Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.

(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor.

(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor’s considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)

(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

(g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

12.3Additional Terms and Conditions Applicable to Subletting . The following terms and conditions shall apply to any subletting byLessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee’s then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.

(b) In the event of a Breach by Lessee, Lessor may, atits option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.

(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.

(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor’s prior written consent.

(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice.  The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

13.Default; Breach; Remedies.

13.1Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:

(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.

(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee.

(c) The commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee.

(d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts required by the specific provisions of this Lease, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination that meets the requirements of this Lease, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viii) material data safety sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.

(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b) or (c), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee’s Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.

(f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “ debtor” as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.

(g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.

(h) If the performance of Lessee’s obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

13.2Remedies.. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor.   In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:

(a) Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; arid (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover damages under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a

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separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.

(b) Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations.  Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s right to possession.

(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee’s occupancy of the Premises.

13.3Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee’s entering into this Lease, all of which concessions are hereinafter referred to as “Inducement Provisions”, shall be deemed conditioned upon Lessee’s full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.

13.4Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance.

13.5Interest.  Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for nonscheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to nonscheduled payments. The interest (“Interest”) charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law.   Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.

13.6Breach by Lessor.

(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor’s obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.

(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender commences the cures of said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion (subject to causes beyond Lessor’s control), then Lessee may, in addition to Lssee’s other remedies, elect to cure said breach at Lessee’s expense and offset from Rent the actual and reasonable and documented cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month’s Base Rent or the Security Deposit, reserving Lessee’s right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor.

14.Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the rentable floor area of the Premises, or more than 25% of Lessee’s Reserved Parking Spaces, if any, are taken by Condemnation, Lessee may, at Lessee’s option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee’s relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15.Brokerage Fees.

15.1Additional Commission.  In addition to the payments owed pursuant to Paragraph 1.10 above, and unless Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the schedule of the Brokers in effect at the time of the execution of this Lease.

15.2Assumption of Obligation.  Any buyer or transferee of Lessor’s interest in this Lease shall be deemed to have assumed Lessor’s obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to the Lease when due, then such amounts shall accrue interest. In addition, if Lessor fails to pay any amounts to Lessee’s Broker when due, Lessee’s Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said notice to its Broker and offset such amounts against Rent. In addition, Lessee’s Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker for the limited purpose of collecting any brokerage fee owed.

15.3Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder’s fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.

16.Estoppel Certificates.

(a) Each Party (as “Responding Party”) shall within 10 days after written notice from the other Party (the “Requesting Party”) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate” form published by the AIRCommercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.

(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and (iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate.

(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

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17.Definition of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. In the event of a transfer of Lessor’s title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.

18.Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

19.Days. Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and refer to calendar days.

20.Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to the Project, the Project’s rental income, if any, the insurance proceeds and condemnation awards of the Project, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor’s partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.

21.Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.

22.No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.

23.Notices.

23.1  Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

23.2  Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

24.Waivers.

(a)No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof.  Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent.

(b)The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee.  Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment.

(c)THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATEDTHERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.

25.Disclosures Regarding The Nature of a Real Estate Agency Relationship.

(a)When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:

(i)Lessor’s Agent.  A Lessor’s agent under a listing agreement with the Lessor acts as the agent for the Lessoronly. A Lessor’s agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent’s duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(ii)Lessee’s Agent.  An agent can agree to act as agent for the Lessee only. In these situations, the agent is notthe Lessor’s agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent’s duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(iii)Agent Representing Both Lessor and Lessee.  A real estate agent, either acting directly or through one or moreassociate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lesser or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advise is desired, consult a competent professional.

(b)Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more that one year after the Start Date and that the liability (including court costs and attorneys’ fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

(c)Buyer and Seller agree to identify to Brokers as “Confidential” any communication or information given Brokers that is considered by such Party to be confidential.

26.No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease.  In the event that Lessee holds over, then the Base Rent shall be increased to one hundred and twenty five percent (125%) 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

27.Cumulative Remedies. No remedy of election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28.Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

29.Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located.  Any litigation between the Parties hereto concerning this Lease shall be

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initiated in the county in which the Premises are located.

30.Subordination; Attornment; Non-Disturbance.

30.1Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

30.2Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, a the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor’s obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be liable for the return of any security deposit paid to any prior lessor.

30.3Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee’s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee’s option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.

30.4Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31.Attorneys’ Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, “Prevailing Party” shall include, without limitation, a Party of Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees.  The attorney’s fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred.  In addition, Lessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).

32.Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to.enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice (and Lessee shall have the right to have its representatives accompany Lessor on any such entry) for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee’s use of the Premises. All such activities shall be without abatement of rent or liability to Lessee.

33.Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor’s prior written consent. Lessor shall riot be obligated, to exercise any standard of reasonableness in determining whether to permit an auction.

34.Signs.  Lessor may place on the Premises ordinary “For Sale” signs at any time and ordinary “For Lease” signs during the last 6 months of the term hereof.

35.Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor’s failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor’s election to have such event constitute the termination of such interest.

36.Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor’s actual reasonable costs and expenses (including but not limited to architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor’s consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.

37.Guarantor.

37.1Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association.

37.2Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.

38.Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

39.Options. If Lessee is granted an Option, as defined below, then the following provisions shall apply.

39.1Definition. “Option” shall mean: (a) the right to extend the term of or renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

39.2Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.

39.3Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised.

39.4Effect of Default on Options.

(a)  Lessee shallhave no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.

(b)  The period of time withinwhich an Option may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of Paragraph 39.4(a).

(c)  An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease.

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40.Security Measures.Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties.  In the event, however, that Lessor should elect to provide security services, then the cost thereof shall be an Operating Expense.

41.Reservations.

(a)  Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessor may also: change the name, address or title of the Building or Project upon at least 90 days prior written notice; provide and install, at Lessee’s Lessor’s expense, Building standard graphics on the door of the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate; grant to any lessee the exclusive right to conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and to place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building or the Project or on pole signs in the Common Areas. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. The obstruction of Lessee’s view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor or third parties, shall in no Way affect this Lease or impose any liability upon Lessor.

(b)  Lessor also reserves the right to move Lessee to other space of comparable size in the Building or Project. Lessor must provide at least 45 days prior written notice of such move, and the now space must contain improvements of comparable quality to those contained with the Premises.  Lessor shall pay the reasonable out of pocket costs that Lessee incurs with regard to such relocation, including the expenses of moving and necessary stationary revision costs. In no event, however, shall Lessor be required to pay an amount in excess of two months Base Rent.  Lessee may not be relocated more than once during the term of this Lease.

(c)  Lessee shall not: (i) use a representation (Photographic or otherwise) of the Building or Project or their name(s) in connection with Lessee’s business; or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the Building.

42.Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid “under protest” within 6 months shall be deemed to have waived its right to protest such payment.

43.Authority; Multiple Parties; Execution

(a)  If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority.  Lessor represents that Lessor is the owner of the Project, the execution and delivery of this Lease does not violate any restrictive covenant or agreement contained in any other lease or contract affecting Lessor or the Project, and Lessor is not actually aware of current local improvement districts, special assessments or state or local impact fees which are assessed against the Project and which are not shown of record.

(b)  If this Lease is executed by more than one person or entity as “Lessee” or “Lessor”, each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.

(c)  This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

44.Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

45.Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

46.Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable nonmonetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

47.Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

48.Mediation and Arbitration of Disputes . An Addendum requiring the Mediation and/or the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease o is x is not attached to this Lease.

49.Americans with Disabilities Act.  Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee’s specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar logislation. In the event that Lessee’s use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee’s expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1.SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2.RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.

Executed at: Los Angeles, California			Executed at: Los Angeles, California
On: 8/6/2009			On: July      , 2009
By LESSOR:			By LESSEE:
AYM Investment, LLC			Wilshire State Bank
a California limited liability company
By:	/s/ [ILLEGIBLE]		By:	/s/ David Kim
Name Printed:		[ILLEGIBLE]	Name Printed:		David Kim
Title:		[ILLEGIBLE]	Title:		Sr.V.P

/s/ [ILLEGIBLE]	/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]	/s/ [ILLEGIBLE]
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Laurel-Crest Group, LLC,
a California limited liability company				By:
				Name Printed:
By:	[ILLEGIBLE]			Title:
Name Printed:			[ILLEGIBLE]	Address:		3200 Wilshire Boulevard, 7th Floor
Title:			Partner			Los Angeles, California 90010
Synchroncity, LLC,
a California limited liability company				Telephone:		(213) 427–2472
				Facsimile:		(213) 639–8013
By:	/s/ [ILLEGIBLE]			Federal ID No.
Address:			11726 San Vicente Boulevard, Suite 290
			Los Angeles, California 90049
Telephone:			(310) 207–1464
Facsmile:			(310) 207–1466
Federal ID NO.
LESSOR’S BROKER:				LESSEE’S BROKER:
Attn:				Attn:
Address:				Address:
Telephone:		(    )		Telephone:	(    )
Facsimile:		(    )		Facsimile:	(    )

NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.

©Copyright 1999-By AIR Commercial Real Estate Association.

All rights reserved.

No part of these works may be reproduced in any form without permission in writing.

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LEASE ADDENDUM

This LEASE ADDENDUM (“Addendum”) is made to into that certain Standard Multi-Tenant Office Lease-Gross dated as of July 31, 2009 (“Lease”) to which this Addendum is attached and made a part thereof, by and between AYM Investment, LLC, a California limited liability company (“AYM”), Laurel-Crest Group, LLC, a California limited liability company (“LCG”), and Synchronicity, LLC, a California limited liability company (“Synchronicity”) (collectively, “Lessor”) and Wilshire State Bank, a California banking corporation (“Lessee”).

Lessee and Lessor hereby agree that notwithstanding anything contained in the Lease to the contrary, the provisions set forth below will be deemed to be a part of the Lease and shall supersede, to the extent appropriate, any contrary provision in the Lease. All defined terms used in this Addendum, unless specifically defined in this Addendum, shall have the same meaning as such terms have in the Lease.

51.Base Rent Increases. The monthly Base Rent shall be increased to the following amounts during the following periods of the Original Term of this Lease, which amount Lessee shall pay as the Base Rent required under this Lease:

Term of Original Lease	Monthly Base Rent
July 1, 2009 - June 30, 2011	$	15,400.00
July 1, 2011 - June 30, 2012	$	15,862.00
July 1, 2012 - June 30, 2013	$	16,337.86
July 1, 2013 - June 30, 2014	$	16,827.99
July 1, 2014 - June 30, 2015	$	17,332.83
July 1, 2015 - June 30, 2016	$	17,852.82
July 1, 2016 - June 30, 2017	$	18,388.40
July 1, 2017 - June 30, 2018	$	18,940.05
July 1, 2018 - June 30, 2019	$	19,508.26

52.Parking Spaces. The vehicle parking spaces specified in Section 1.2(b) (“Parking Space(s)”) may be used by only by Lessee, Lessee’s customers and employees during Lessee’s regular and normal banking business hours of 8:00 a.m. to 8:00 p.m., Monday through Friday, and 8:00 a.m. to 2:00 p.m., Saturdays, excluding legal bank holidays (“Banking Hours”). Subject to the terms, covenants and conditions hereof, the Parking Spaces shall be located on the third (3rd) floor of the Building; provided, however, Lessor shall have the right to relocate the Parking Spaces or replace them with other parking spaces in the Building, and Lessor shall have the right to reconfigure, restripe and otherwise modify the layout of the parking spaces in the Building, including, but not limited to, those on the third (3rd) floor of the Building.

53.Operating Expense Increase. Notwithstanding anything to the contrary in the Lease, Lessee shall have no obligation to pay Lessee’s Share of Operating Expense Increase due under Section 4.2, and Lessee’s Share of Operating Expense Increase shall be included in, and be deemed a part of, the Base Rent payable under this Lease.

54.Early Expiration Option. Provided that Lessee is not in Breach or Default of any of Lessee’s obligations hereunder as of the exercise of the Early Expiration Option or as of the Early Expiration Date (as such terms are hereafter defined), Lessee shall have the option to accelerate the Expiration Date of the Original Term of this Lease (“Early Expiration Option”) upon the following terms and conditions:

54.1Lessee shall provide Lessor with written, irrevocable and unconditional notice of Lessee’s exercise of the Early Expiration Option in accordance with the requirement of this Lease; Lessee shall have no right to exercise the Early Expiration Option at any time prior to the expiration of the Eighty Fourth (84th) month of the Lease or any time after the expiration of the Original Term of this Lease.

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54.2Lessee’s notice of exercise of the Early Expiration Option shall be accompanied by a cashier’s check made payable to Lessor in the amount equal to five (5) times the amount of the monthly Base Rent required to be paid by Lessee as of the Early Expiration Date (“Early Expiration Consideration”). Lessee’s notice of exercise of the Early Expiration Option shall be ineffective and of no force and effect if Lessor does not receive such cashier’s check in the Early Expiration Consideration amount together with Lessee’s notice of exercise of the Early Expiration Option. If the Early Expiration Option is not timely and properly exercised, then the Early Expiration Option shall terminate and be of no further force or effect. Time is of the essence.

54.3Provided that Lessor has timely received Lessee’s proper notice of the exercise of the Early Expiration Option and the requisite Early Expiration Consideration, this Lease shall expire as of the last day of the ninth (9th) month after the month during which the Early Expiration Option was exercised by Lessee and Lessor received the Early Expiration Consideration (“ Early Expiration Date”), as if such date were the original Expiration Date set forth herein; provided, however, such early expiration shall not in any way release, discharge or alter any of Lessee’s or Lessor’s obligations, duties or liabilities which may accrue or have accrued up to and including the Early Expiration Date, and until the Early Expiration Date, Lessee and Lessor shall continue to perform all of their respective obligations hereunder, including, but not limited to, Lessee’s payment to Lessor of all amounts due and payable by Lessee hereunder.

54.4The Early Expiration Option shall forever terminate and be of no force or effect if Lessee is in Breach hereunder at any time, whether before or after Lessee’s exercise of the Early Expiration Option. If such Breach occurs after Lessee’s exercise of the Early Expiration Option, then such exercise of the Early Expiration Option shall not be valid, and the Early Expiration Consideration, if any, paid by Lessee may, at Lessor’s option, be returned to Lessee, retained as additional Security Deposit, or applied toward payment of Lessee’s past, present or future rent obligations hereunder.

54.5The Early Expiration Option shall be considered to be an “Option,” as such term is defined in Paragraph 39 of the Lease, and shall be subject to all the terms and conditions set forth therein.

54.6At all times after Lessee’s exercise of the Early Expiration Option, Lessee shall make the Premises readily and easily available to Lessor and/or its agents during normal business hours, and upon reasonable notice, for the purpose of showing same to prospective tenants. Lessee shall have the right to have its employees accompany Lessor and its agents. Lessee recognizes that Lessor may make commitments for delivering possession of the Premises to another lessee, lessees or purchaser, effective immediately after the Early Expiration Date and that therefore Lessee shall have no right to hold over without the prior express written consent of Lessor.

55.Post Tension Concrete Construction. Lessee hereby acknowledges and agrees that the Building has been constructed of “post tension concrete,” which is composed of, among other materials, high tension metal wire and concrete elements, which if drilled, bored, cut, or otherwise penetrated, may rupture and cause severe structural damage to the Building. Therefore, Lessee shall not, without the prior written consent of Lessor, drill, bore, cut, penetrate, mark, paint, drill into, or in any way alter, deface or affect any part of the Premises or the Building.

56.AS IS.  Lessee agrees that, except as otherwise specifically provided in the Lease, Lessee is leasing and accepting the Premises, the Building and the Project on an “AS IS,” basis, subject to all recorded matters, laws, ordinances and governmental regulations and orders.

57.Security Guard.

57.1Lessee hereby acknowledges and agrees that Lessor shall have no obligation, liability or responsibility to provide any security guard, service, improvements or device of any kind, nature or description, and Lessee hereby assumes all risk and responsibility therefore.

57.2Throughout the term of this Lease, as the same may be extended, Lessee shall, at Lessee’s sole cost and expense, provide at least one (1) uniformed and armed security guard to the Premises, which guard shall be duly licensed, bonded and otherwise qualified for guarding

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banks similar to Lessee’s bank, and be present at the Premises starting at least one hour before Banking Hours until one hour after Banking Hours.

58.Exclusive Use.

58.1Subject to the terms and conditions set forth herein, Lessor shall not directly lease space on the first or the second floors of the Building, other than the Premises, to be used by a Competing Business.

58.2“Competing Business” shall mean a business which uses its premises in the Building primarily for the Exclusive Use, excluding any business directly or indirectly (as an assignee, sublessee or concessionaire) occupying premises under an Existing Lease, or conducting check cashing, wire transfer, or similar activities. “Existing Lease” shall mean a lease for a portion of the Building which lease is in effect as of the date of this Lease, as such lease may be renewed, extended or replaced. “Exclusive Use” shall mean a full service retail bank.

58.3Lessor’s obligations under this Section shall automatically forever terminate and become null and void if the Premises cease to be used primarily for the Exclusive Use, Lessee is in Breach, Lessee assigns this Lease, or Lessee sublets all or any portion of the Premises. The Premises shall not be deemed or considered to be used primarily for the Exclusive use unless at least seventy five percent (75%) of the rentable area of the Premises is devoted to and operated for the Exclusive Use, and the Exclusive Use is being continuously conducted in the Premises.

59.Maintenance. Notwithstanding anything to the contrary in the Lease, such as Section 7.1, Lessee shall, at Lessee’s sole cost and expense, maintain, repair and replace in good order, condition and repair the Premises and every part thereof, the HVAC system serving the Premises, and any other utilities, apparatus or equipment serving the Premises. If Lessee fails to comply with such obligation, Lessor may perform the same on behalf of Lessee, and Lessee shall, as additional rent, reimburse Lessor any costs and expenses incurred for performing such obligation of Lessee.

60.Lessee’s Signage.Lessee may, at Lessee’s sole cost and expense, use the cans existing for the signs installed for a previous bank occupant of the Premises (namely Mirae Bank), and Lessee may install the name of Lessee in such sign cans, provided that Lessor has approved the content of such signs and all other aspects thereof. Lessor agrees not to unreasonably withhold Lessor’s approval of the content of the signs provided that they are related to the Agreed Use. Lessee may, subject to obtaining Lessor’s consent, install a reasonable number of additional signs on the Building provided that each and every aspect of such signs has been approved by Lessor, such signs comply with all Applicable Requirements, and such additional signs will not reduce the overall available signage for the Project under any Applicable Requirements or the overall available signs for any other tenants or occupants of the Project under any Applicable Requirements or otherwise. Lessee shall, at Lessee’s sole cost and expense, obtain all permits for such signs and comply with all Applicable Requirements with respect to such signs. Such signs shall be considered an Alteration and Lessee shall comply with the provisions of this Lease applicable thereto as an Alteration, such as Section 7.4.

61.Right of First Negotiation for Premises Condo.

61.1Lessor may elect to convert the Building (“Condo Conversion”) into commercial condominium units, as a result of which the Building may be divided into two or more condominium units (“Condo Unit(s)”). The physical Premises, as described in Section 1.2(a), may be encompassed by one or more Condo Units. The term “Premises Condo” shall mean those Condo Units which comprise the entirety of the physical Premises, as described in Section 1.2(a).

61.2If the Condo Conversion is completed so that Lessor has the right to, in compliance with all Applicable Requirements, sell the Condo Units to the public, and if Lessor elects to so sell the Premises Condo independent and separate from any other property and not in conjunction with any other property (such as any of the other Condo Units in the Building or the Building as a whole), then Lessor shall notify Lessee of the same (“Right of First Negotiation Notice”) and Lessee shall have the right of first negotiation to purchase the Premises Condo (“Right of First Negotiation”).

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61.3Lessee shall have no right to exercise the Right of First Negotiation with respect to only a part of the Premises Condo, or less than all the Condo Units which comprise the Premises Condo. Lessee’s Right of First Negotiation shall not apply or be triggered if Lessor plans to or intends to the sell (i) the Building as a whole, or (ii) the Premises Condo in conjunction with any other Condo Units in the Building. For clarification purposes, Lessee’s Right of First Negotiation shall only apply when Lessor intends to sell the Premises Condo by itself, separate and apart from any other property and not as part of a transaction that involves any other property, such as any other Condo Units or if Lessor sells the Building as a whole.

61.4Lessee’s Right of First Negotiation shall be a one-time right only. If Lessee does not elect to exercise Lessee’s Right of First Negotiation within ten (10) business days after the date of the Right of First Negotiation Notice, then Lessee’s Right of First Negotiation shall forever terminate, and Lessor may, without having to negotiate or further negotiate with Lessee, consummate a sale of the Premises Condo on any terms and conditions desired by Lessor to any person or party.

61.5If Lessee does timely and properly exercise the Right of First Negotiation, then for a period of thirty (30) days after Lessee has exercised the Right of First Negotiation (“Negotiation Period”), the Parties shall attempt to agree upon the amount of the purchase price of the Premises Condo and all the other terms and conditions for the purchase and sale of the Premises Condo. If, for any reason whatsoever, the Parties cannot or do not come to a mutually satisfactory written, signed and biding agreement for the purchase and sale of the Premises Condo by the end of the Negotiation Period, then neither Party shall have any liability to the other Party for such failure to agree, Lessee’s Right of First Negotiation shall forever terminate, and Lessor may, without having to negotiate or further negotiate with Lessee, consummate a sale of the Premises Condo on any terms and conditions desired by Lessor to any person or party.

61.6The Right of First Negotiation shall be considered to be an “Option,” as such term is defined in Paragraph 39 of the Lease, and shall be subject to all the terms and conditions set forth therein.

62.Hazardous Materials. Lessor represents and warrants that as of the Commencement Date of this Lease, (i) Lessor has no actual knowledge that there are hazardous materials within the Premises, Building and the Project in violation of any applicable environmental laws and regulations, and (ii) Lessor has received no written notice from a governmental agency that there are hazardous materials within the Premises, Building and the Project in violation of any applicable environmental laws and regulations.

63.Removal of Alterations.Lessee shall not be required to remove any Alterations, additions, trade fixtures or Utility Installations placed upon the Premises by Lessee, unless as a condition to Lessor’s consent for such Alterations, additions, trade fixtures or Utility Installations, Lessor requires that Lessee remove such Alterations, additions, trade fixtures or Utility Installations at the expiration or termination of the Lease.

64.Transfer to Affiliate. Notwithstanding anything in this Lease to the contrary, Lessee shall have the right, without Lessor’s consent, to assign or sublease the Lease to an entity controlling, under common control with, or controlled by Lessee, including an entity resulting from a merger or consolidation by Lessee (an “Affiliate”), provided that in the event of an assignment, the Affiliate also assumes in writing Lessee’s obligations under this Lease.  Lessor agrees that, notwithstanding anything in this Lease to the contrary, Lessee may, in conjunction with an assignment of this Lease to an Affiliate of Lessee, which assignment is done in accordance with terms and conditions of this Lease, transfer the options to extend the term of this Lease granted to Lessee.

65.Transfer Premium Sharing. If Lessee shall assign this Lease or sublet any portion of the Premises to anyone other than an Affiliate of the original Lessee (“Transfer”), Lessee shall pay to Lessor as additional rent, within five (5) business days after receipt by Lessee, fifty percent (50%) of the Transfer Premium, as hereafter defined. The term “Transfer Premium” shall mean all rent, additional rent, and any other consideration (including, but not limited to, any consideration for key money, bonus rent, good will, covenant not to compete, sale of property or services by Lessee) payable by an assignee or sublessee (“Transferee”), either initially or over the term of a Transfer, in excess of the rent payable by Lessee hereunder. If part of the Transfer Premium is payable by Transferee other than in cash, the Transfer Premium of the noncash consideration shall be in a form reasonably satisfactory to Lessor. Lessee shall pay the Transfer

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Premium on a monthly basis, together with its payment of Base Rent. On Lessor’s request, Lessee shall furnish a complete statement, certified by an independent certified public accountant or Lessee’s chief financial officer, describing in detail the computation of any Transfer Premium that Lessee has derived or will derive from a Transfer. Lessee shall allow Lessor to review and audit Lessee’s books and records for the purpose of verifying Lessee’s calculation of the Transfer Premium. If Lessor or Lessor’s independent certified public accountant finds that the Transfer Premium for any Transfer has been understated, Lessee shall, within thirty (30) days after demand, pay the deficiency and Lessor’s costs of that audit. If Lessee has understated the Transfer Premium by more than ten percent (10%), Lessor may, at its option, declare Lessee in default and material and incurable breach hereunder, notwithstanding any cure period specified herein.

66.Lessee’s Records.Notwithstanding anything to the contrary contained herein or in the Lease, Lessor shall not have at any time during the term of this Lease the right to have access to or take possession of any of Lessee’s business records or the records or the personal property located on the Premises of any customer of Lessee or of any third party. Furthermore, any rights and remedies of Lessor to enter upon and assume control of the Premises and of any personal property thereof are subject to the power of the Commissioner of the California Department of Financial Institutions and other bank regulatory agencies.

67.Americans With Disabilities Act.Lessor represents and warrants that as of the Commencement Date of this Lease, (i) Lessor has no actual knowledge that the Common Areas of the Building are in violation of the Americans With Disabilities Act, and (ii) Lessor has received no written unfulfilled notice from a governmental agency that the Common Areas of the Building are in violation of the Americans With Disabilities Act.

68.Lessor’s Agent. Lessor may designate one of the entities which comprise Lessor, a property manager or another agent acting on behalf of such owners to interact with Lessee on behalf of Lessor. Lessee agrees that Lessor shall have the right to, from time to time, change such designation provided that Lessor provides written notice thereof to Lessee.

69.Prior Lease.

69.1Lessee acknowledges that (i) the Premises was leased to Mirae Bank (“Prior Tenant”) pursuant to that certain lease dated February 1, 2006 with the Prior Tenant (“Prior Lease”), (ii) the term of the Prior Lease has not yet expired, (iii) as of June 26, 2009, the Prior Tenant has been in receivership, with the FDIC as the receiver, and (iv) Lessee has been in possession of the Premises and is currently is in possession of the Premises pursuant to an agreement reached between Lessee and the FDIC, as receiver for the Prior Tenant.

69.2This Lease is subject to the termination of the Prior Lease (“Prior Lease Contingency”) by no later than one hundred and twenty (120) days after the date of the mutual execution and delivery of this Lease, as the same may be extended by mutual agreement of the Parties (“Contingency Expiration Date”).

69.3Lessee and Lessor shall each use their commercially reasonable best efforts to cooperatively work with each other and with the FDIC to secure a termination of the Prior Lease by the Contingency Expiration Date, and the Parties shall attempt to preserve and reserve Lessor’s rights, if any, against the Prior Tenant for its breach of the Prior Lease. The Prior Lease Contingency shall be deemed satisfied if the rights of the Prior Tenant under the Prior Lease are terminated, surrendered, canceled or otherwise extinguished so that Lessor may enter into this Lease with Lessee, including, but not limited to, a written agreement between Lessor and FDIC, or any other manner of accomplishing the same.

69.4If, despite said commercially reasonable best efforts by the Parties, the Prior Lease Contingency is not satisfied by the Contingency Expiration Date so that the Premises can be leased to Lessee under this Lease for the term of this Lease, then within thirty (30) days after the Contingency Expiration Date, either Party shall have the right to terminate this Lease upon thirty (30) days notice to the other Party, in which event this Lease Shall terminate, Lessor shall not be subject to any liability, obligation or damages, Lessee shall pay rent and other charges due hereunder for the period that Lessee was or is in possession of the Premises provided, however,

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if neither Party exercises such termination right within such 30-day period, then it shall be conclusively deemed that the Prior Lease Contingency was satisfied and/or waived, and neither Party shall have the right to terminate this Lease under this section any time after such 30-day period has expired.

“Lessor”		“Lessee”
AYM Investment, LLC, a California		Wilshire State Bank, a California banking
limited liability company		corporation
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
Name Printed:	[ILLEGIBLE]	Name Printed:	[ILLEGIBLE]
Title:	[ILLEGIBLE]	Title:	Sr. V.P.
Laurel-Crest Group, LLC, a California		By:
limited liability company		Name Printed:
		Title:
By:	/s/ [ILLEGIBLE]
Name Printed:	[ILLEGIBLE]
Title:	Partner
Synchronicity LLC, a California limited
liability company
By:	/s/ [ILLEGIBLE]
Name Printed:	[ILLEGIBLE]
Title:	Manager

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EXHIBIT “A”

SITE PLAN OF PREMISES

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EXHIBIT A

SECOND FLOOR

(For reference purposes only-not to scale)

OPTION(S) TO EXTEND

STANDARD LEASE ADDENDUM

Dated	July  31, 2009
By and Between (Lessor)			AYM Investment, LLC, Laurel-Crest Group, LLC and Synchronicity, LLC
By and Between (Lessee)			Wilshire State Bank
Address of Premises:		Suites 207-211, 401 East 11th Street, Los Angeles, California 90015

Paragraph  50

A.     OPTION(S) TO EXTEND:

Lessor hereby grants to Lessee the option to extend the term of this Lease for two (2) additional sixty (60) month period(s) each, with each option period commencing when the prior option term expires upon each and all of the following terms and conditions:

(i)In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the same at least six but not more than nine months prior to the date that the option period would commence, time being of the essence.   If proper notification of the exercise of an option is not given and/or received, such option shall automatically expire.  Options (if there are more than one) may only be exercised consecutively.

(ii)The provisions of paragraph 39, including those relating to Lessee’s Default set forth in paragraph 39.4 of this Lease, are conditions of this Option.

(iii)Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease except where specifically modified by this option shall apply.

(iv)This Option is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting.

(v)The monthly rent for each month of the option period shall be calculated as follows, using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

o   I.     Cost of Living Adjustment(s) (COLA)

a.     On (Fill in COLA Dates):

the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (select one): o-CPI W (Urban Wage Earners and Clerical Workers) or o CPI U (All Urban Consumers), for (Fill in Urban Area):

All Items (1982 1984 - 100), herein referred to as “CPI”.

b.    The monthly rent payable in accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) specified in paragraph A.I.a. above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one): o the first month of the term of this Lease as set forth in paragraph 1.3 (“Base Month”) or o (Fill in Other “Base Month”): -

The sum so calculated shall constitute the few monthly rent hereunder, but in no event, shall any such new monthly rent be less than the rent payable for the month immediately preceding the rent adjustment.

c.    In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties.

x    II.  Market Rental Value Adjustment(s) (MRV)

a.   On (Fill in MRV Adjustment  Date(s)) the first (1st) day of each option period the Base Rent shall be adjusted to ninety five percent (95%) of the “Market Rental Value” of the property as follows:

1)  Four months priorto each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached, within thirty days, then:

(a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days. Any associated costs will be split equally between the Parties, or

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(b)  Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit such determination, in writing, to arbitration in accordance with the following provisions:

(i) Within 15 days thereafter, Lessor and Lessee shall each select an oappraiser or o broker (“Consultant” - check one) of their choice to act as an arbitrator.   The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator and if such two arbitrators do not within thirty (30) days of their appointment agree upon and appoint such a third mutually acceptable Consultant, then such third Consultant shall, upon the application by either Lessee or Lessor, be appointed by the then Presiding Judge of the Los Angeles Superior Court, or, if he or she refuses to so act, by any judge having jurisdiction over the parties.

(ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV for the Premises is, and whether Lessor’s or Lessee’s submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be used by the Parties.

(iii)  If either of the Parties fails to appoint an arbitrator within the specified 15 days, the arbitrator timely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Parties.

(iv) The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, ie. the one that is NOT the closest to the actual MRV.

2) Notwithstanding the foregoing, the new MRV shall not be less than the one hundred and ten percent (110%) of the monthly Base rent payable for the month immediately preceding the rent adjustment. For purposes of this Lease, the term “Market Rental Value” or “MRV” means the annual amount per Rentable Square Foot, projected during the relevant option period, that a ready, willing, able, comparable, non-equity tenant (excluding sublease and assignment transactions, excluding space which was subject to a right of first refusal, expansion option or other encumbrances) would pay, and a ready, willing, able, comparable landlord of a comparable quality building located in the Los Angeles, California area would accept, at arm’s length, for space of comparable size, quality and floor level as the Premises, assuming that the Premises would be used for the highest and best use thereof, and taking into account the age, quality and layout of the improvements existing in the Premises, and taking into account items that professional real estate brokers or professional real estate appraisers customarily consider, including, but not limited to, rental rates, operating expenses, taxes, space availability, tenant size, tenant credit, the extent of services to be provided, if any, then being charged or granted by Landlord or the lessors of such similar buildings; provided, however, no consideration shall be given to (and the Market Rental Value shall not be reduced due to the fact that) Lessor is paying (or pays) no or a lesser brokerage commission in connection with the extension option, tenant improvement allowances then being provided by Landlord or lessors of such other similar building, any free rent that may be provided by Landlord or lessors of other similar building, and any other similar lease concessions being made by Landlord or the lessors of such similar buildings. The Market Rental Value shall also include increases in the Base Rent during the term of the extension option, which increases shall be consistent with the then Market Rental Value, such as the frequency, amount, method and duration of such increases.

b.     Upon the establishment of each New Market Rental Value:

1)the new MRV will become the new “Base Rent” for the purpose of calculating any further Adjustments, and

2)the first month of each Market Rental Value term shall become the new “Base Month” for the purpose of calculating any further Adjustments.

oIII.Fixed Rental Adjustment(s) (FRA)

The Base Rent shall be increased, to the following amounts on the dates set forth below:

On (Fill in FRA Adjustment Date(s)): The New Base Rent shall be:

B.NOTICE:

Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease.

C.BROKER’S FEE:

The Brokers shall not be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease.

NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.

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RULES AND REGULATIONS FOR

STANDARD OFFICE LEASE

Dated: July 31, 2009

By and Between AYM Investment, LLC, etc.,and Wilshire State Bank

GENERAL RULES

1.Lessee shall not suffer or permit the obstruction of any Common Areas, including driveways, walkways and stairways.

2.Lessor reserves the right to refuse access to any persons Lessor in good faith judges to be a threat to the safety and reputation of the Project and its occupants.

3.Lessee shall not make or permit any noise or odors that annoy or interfere with other lessees or persons having business within the Project.

4.Lessee shall not keep animals or birds within the Project, and shall not bring bicycles, motorcycles or other vehicles into areas not designated as authorized for same.

5.Lessee shall not make, suffer or permit litter except in appropriate receptacles for that purpose.

6.Lessee shall not alter any lock or install new or additional locks or bolts.

7.Lessee shall be responsible for the inappropriate use of any toilet rooms, plumbing or other utilities. No foreign substances of any kind are to be inserted therein.

8.Lessee shall not deface the walls, partitions or other surfaces of the Premises or Project.

9.Lessee shall not suffer or permit anything in or around the Premises or Building that causes excessive vibration or floor loading in any part of the Project.

10.Furniture, significant freight and equipment shall be moved into or out of the building only with the Lessor’s knowledge and consent, and subject to such reasonable limitations, techniques and timing, as may be designated by Lessor.  Lessee shall be responsible for any damage to the Office Building Project arising from any such activity.

11.Lessee shall not employ any service or contractor for services or work to be performed in the Building, except as approved by Lessor.

12.Lessor reserves the right to close and lock the Building on Saturdays, Sundays and Building Holidays, and on other days between the hours of 5 : 00 P.M. and 8 : 00 A.M. of the following day.  If Lessee uses the Premises during such periods, Lessee shall be responsible for securely locking any doors it may have opened for entry.

13.Lessee shall return all keys at the termination of its tenancy and shall be responsible for the cost of replacing any keys that are lost.

14.No window coverings, shades or awnings shall be installed or used by Lessee.

15.No Lessee, employee or invitee shall go upon the roof of the Building.

16.Lessee shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by Lessor or by applicable governmental agencies as non-smoking areas.

17.Lessee shall not use any method of heating or air conditioning other than as provided by Lessor.

18.Lessee shall not install, maintain or operate any vending machines upon the Premises without Lessor’s written consent.

19.The Premises shall not be used for lodging or manufacturing, cooking or food preparation.

20.Lessee shall comply with all safety, fire protection and evacuation regulations established by Lessor or any applicable governmental agency.

21.Lessor reserves the right to waive any one of these rules or regulations, and/or as to any particular Lessee, and any such waiver shall not constitute a waiver of any other rule or regulation or any subsequent application thereof to such Lessee.

22.Lessee assumes all risks from theft or vandalism and agrees to keep its Premises locked as may be required.

23.Lessor reserves the right to make such other reasonable rules and regulations as it may from time to time deem necessary for the appropriate operation and safety of the Project and its occupants. Lessee agrees to abide by these and such rules and regulations.

PARKING RULES

1.Parking areas shall be used only for parking by vehicles no longer than full size, passenger automobiles herein called “Permitted Size Vehicles.” Vehicles other than Permitted Size Vehicles are herein referred to as “Oversized Vehicles.”

2.Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee’s employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.

3.Parking stickers or identification devices shall be the property of Lessor and be returned to Lessor by the holder thereof upon termination of the holder’s parking privileges. Lessee will pay such replacement charge as is reasonably established by Lessor for the loss of such devices.

4.Lessor reserves the right to refuse the sale of monthly identification devices to any person or entity that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements.

5.Lessor reserves the right to relocate all or a part of parking spaces from floor to floor, within one floor, and/or to reasonably adjacent offsite location(s), and to reasonably allocate them between compact and standard size spaces, as long as the same complies with applicable laws, ordinances and regulations.

6.Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking.

7.Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Lessor will not be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area.

8.Validation, if established, will be permissible only by such method or methods as Lessor and/or its licensee may establish at rates generally applicable to visitor parking.

9.The maintenance, washing, waxing or cleaning of vehicles in the parking structure or Common Areas is prohibited.

10.Lessee shall be responsible for seeing that all of its employees, agents and invitees comply with the applicable parking rules, regulations, laws and agreements.

11.Lessor reserves the right to modify these rules and/or adopt such other reasonable and non-discriminatory rules and regulations as it may deem necessary for the proper operation of the parking area.

12.Such parking use as is herein provided is intended merely as a license only and no bailment is intended or shall be created hereby.

NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 8Q0 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.

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© - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OE-3-8/00E  

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EX-10.24

Exhibit 10.24

COMMERCIAL
LEASE

1.Basic Provisions (“Basic Provisions”).

A.Parties: This Lease (“Lease”), dated January 21st, 2010 (“Effective Date”), is made by and between System II, LLC, a California limited liability company (“Lessor”) and Wilshire State Bank, a California Corporation (“Lessee”) and collectively the “Parties” or individually a “Party”.

B.Premises: That certain portion of the Project (as defined below), including all improvements therein or to be provided by Lessor under the terms of this Lease, in the Project located at the Southeast corner of Carmenita Road and Artesia Boulevard with an address of 17500 Carmenita Road, Cerritos, California, 90703, containing 5,702 square feet of floor area, and further illustrated on Exhibit A (“Site Plan”) attached hereto (“Premises”) and in the building containing the Premises (“Building”). In addition to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to any utility raceways of the Building and to the Common Areas (as defined in Section 2.7), but shall not have any rights to the roof (other than as described in Section 7.2). The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the “Project.”

C.Parking: Lessee shall be entitled to the non-exclusive use of vehicle parking spaces at no charge to Lessee (“Parking Spaces”) as shown on Exhibit A (Site Plan) and further defined in Section 2.5.

D.Original Term: Subject to extension pursuant to Section 3.4 below, Seven (7) Years (“Original Term”) commencing upon the Rent Commencement Date. The Original Term shall expire on January 31, 2017 (“Expiration Date”).

The Lease Commencement Date (“Commencement Date”) and Base Rent shall commence on February 1, 2010. (“Rent Commencement Date”).

E.Anticipated Possession Date: (“Anticipated Possession Date”). Not applicable.

F.Initial Base Rent: Minimum Monthly Rent for the Premises shall be as follows:

MONTHS	RENT
1-24	$	9,000.00/mo/NNN
25-48	$	10,500.00/mo/NNN
49-60	$	10,815.00/mo/NNN
61-72	$	11,139.45/mo/NNN
73-84	$	11,473.65/mo/NNN

(“Base Rent”), payable on the first day of each month commencing on the Rent Commencement Date in addition to Lessee’s Share of Operating Expenses, Real Estate Taxes, and Insurance Costs (as further described in Section G below).

G.Lessee’s Percentage Share for purposes of calculating Operating Expenses, Real Estate Taxes, and Insurance Costs: (“Lessee’s Share”). Lessee’s Share has been calculated by dividing the approximate square footage of the Premises by the leasable square footage contained in that portion of the Project for which Lessor is paying Operating Costs, property taxes as defined herein (“Property Taxes”), and insurance premiums for property and liability insurance required to be carried by Lessor (“Insurance Costs”) (collectively those actions being the “Services”) and Lessee shall be responsible to Lessor for the costs of such Services according to Lessee’s Share.

Lessee’s Share as a percentage for determining Common Area Operating Costs is estimated to be 13.76%.

H.Base Rent and Other Monies Paid Upon Execution: Intentionally deleted.

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I.Guarantor: Intentionally deleted.

J.Attachments. Attached hereto are the following Addendum and Exhibits, all of whichconstitute a part of this Lease:

Addendum #1 consisting of Sections 50 through 51;

Exhibit A consisting of a site plan depicting the Premises and the Project;

Exhibit B consisting of a current set of the Rules and Regulations for the Project;

K.Renewal Options. Two (2) Renewal Options for Five (5) Lease Years (see Section 3.4)

2.Premises.

(1)Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in calculating Rent, is an approximation.

Within thirty (30) days following Lessee’s initial opening for business in the Premises, Lessee shall have the right to have its architect or contractor re-measure the Premises from the exterior surface of exterior walls and from the center line of any common demising walls, and if the square footage of the Premises is less or more than that provided herein, the parties shall amend the Lease and reduce or increase Lessee’s rental obligations proportionately. If Lessee does not complete such remeasurement and provide the results to Lessor within said thirty (30) day period, Lessee shall be deemed to have waived its right to do so hereunder.

(2)Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris with Lessor’s Work substantially complete on the Delivery Date (as defined in Section 3.3), and Lessee agrees to accept the Premises except for the presence of any Hazardous Materials (hereinafter defined), latent defects in the structural portions of the Premises, which are reported by Lessee in writing to Lessor. Provided the required service contracts described in Section 7.1(b) below are obtained by Lessee and in effect within thirty (30) days following the Commencement Date, Lessor warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date and for a period of six (6) months thereafter, that the structural elements of the roof, bearing walls and foundation of the Premises shall be free of material defects, and that the Premises does not contain any mold or fungi at levels defined as toxic under applicable state or federal law. If a non-compliance with such warranty exists as of the Commencement Date, Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor’s expense. The warranty periods shall be as follows: (i) six (6) months as to the HVAC systems, and (ii) one hundred and eighty (180) days as to the remaining systems and other elements of the Premises. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls or other repairs for which Lessor is responsible under this Lease).

The term “Substantially Complete” shall mean the date the project architect has certified that Lessor’s Work is substantially complete and that Lessee can physically occupy or take possession of the space, subject to the minor punch-list items, items which constitute Lessee’s work, and the Premises are in clean and operating condition. The project architect shall determine said “Substantial Completion” based upon the generally accepted professional standards of the American Institute of Architects, and not as an advocate, consultant, or agent for either Lessee or Lessor.

Notwithstanding Lessee’s acceptance of delivery of the Premises hereunder, Lessee shall have the right to provide Lessor with a so-called “punch list” of defects or deficiencies in Lessor’s work (if any is to be performed under this Lease prior to delivery of possession to Lessee), or latent defects in the Building and/or the Premises which require repair, completion, correction or revision to satisfy Lessor’s obligations under this Lease. Lessor shall promptly commence the necessary work, and shall diligently and continuously pursue same to completion, within thirty (30) days from the date of Lessee’s notice. If such items are not cured within said time period, unless such items

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cannot be reasonably cured within such time frame but are being diligently and in good faith pursued to completion by Lessor, Lessee (in addition to any and all other rights and remedies to which Lessee may be entitled at law or in equity) shall have the right, but not the obligation, to cure such items at Lessor’s expense and on Lessor’s behalf. In such event, Lessor shall reimburse Lessee for all reasonable costs and expenses incurred by Lessee in curing such items within thirty (30) days of Lessor’s receipt of written demand by Lessee, which shall be accompanied by supporting documentation sufficient for Lessor to verify the nature, scope and cost of the work performed. If Lessor fails to reimburse Lessee within said period, Lessee shall thereafter have the right to offset and deduct such amounts from fifty percent (50%) of the payments next coming due from Lessee to Lessor, until such amounts have been recovered by Lessee.

(3)Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable laws, covenants or restrictions of record, regulations, and ordinances in effect on the Commencement Date (“Applicable Requirements”). Lessee shall be responsible for determining whether or not the Applicable Requirements and especially the zoning are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. Said warranty does not apply to the use to which Lessee will put in the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee’s use or to any Alterations or Utility Installations [as defined in Section 7.3(a)] made or to be made by Lessee. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance rectify the same at Lessor’s expense. If Lessee does not give Lessor written notice of non-compliance with this warranty within twelve (12) months following the Commencement Date, correction of that non-compliance shall be the obligation of Lessee at Lessee’s sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises, Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Premises, Premises and/or Building (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows:

(a) Subject to Section 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by Lessees in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last two (2) years of this Lease and the cost thereof exceeds nine (9) months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within ten (10) days after receipt of Lessee’s termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to nine (9) months’ Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises that requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date no more than ninety (90) days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.

(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for the portion of such costs reasonably attributable to the Premises provided, however, that if such Capital Expenditure is required during the last two (2) years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon ninety (90) days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within ten (10) days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure after thirty (30) days prior written notice, Lessee may advance such funds and deduct same, with Interest, from fifty percent (50%) of the Base Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to finance Lessor’s share, or if the balance of the Base Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon thirty (30) days written notice to Lessor.

(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in

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use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease.

(4)Acknowledgements. Lessee acknowledges that: (a) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises.

(5)Vehicle Parking. Lessee shall be entitled to the non-exclusive use of Parking Spaces as described in Section 1(c) on those portions of the parking area as further described in Exhibit A. The Parking Spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called “Permitted Size Vehicles.” Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Section 2(9). No vehicles other than Permitted Size Vehicles may be parked in the Parking Spaces without the prior written permission of Lessor. In addition:

(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee’s employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.

(b) Lessee shall not service or store any vehicles on the Parking Spaces.

(c) If Lessee permits or allows any of the prohibited activities described in this Section 2.5, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

(6) Common Areas - Definition. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Premises that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other Lessees of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.

(7) Common Areas - Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any reasonable and non-discriminatory rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Only the prior written consent of Lessor or Lessor’s designated agent, which consent may be revoked at any time, shall permit any such storage. In the event that any unauthorized storage shall occur, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

(8) Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations (“Rules and Regulations”) for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or Lessees of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such reasonable and non-discriminatory Rules and Regulations, and to use reasonable efforts cause its employees, suppliers, shippers, customers,

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contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other Lessees of the Project, but Lessor shall use reasonable efforts to enforce same uniformly and in a non-discriminatory fashion.

(9) Common Areas - Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to time:

(a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;

(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available, provided that Lessee shall have access to the Premises twenty-four (24) hours per day, three hundred sixty-five (365) days per year;

(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas;

(d) To add additional buildings and improvements to the Common Areas;

(e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof; and

(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate.

Lessor shall not make or permit any changes, improvements or utilization of the Project or any premises therein which would (i) adversely affect visibility of the Premises or Lessee’s signage therein or thereon, (ii) adversely affect Lessee’s ability to utilize the Premises for the purposes permitted under this Lease and to conduct Lessee’s business therein, or (iii) reduce the number or convenience of those parking spaces located in commercial proximity to the Premises. In event of a violation of the foregoing, Lessee’s rental obligations under this Lease shall abate in proportion to the degree of interference, such abatement to continue until the interference is cured. If such interference is material, and is not cured within sixty (60) days of the date of Lessor’s receipt of Lessee’s notice of such violation, Lessee shall have the right, at Lessee’s sole discretion and in addition to any and all other remedies to which Lessee may be entitled at law or in equity, to terminate this Lease upon written notice to Lessor.

In exercising any of the rights granted to it under this Lease, including without limitation this Section 2(9), Lessor shall use its best efforts to eliminate any interference with Lessee’s business operations in the Premises. If, as a result of Lessor’s exercise of any of its rights under this Lease, Lessee is unable to conduct its normal business operations in the Premises within ten (10) days of written notice from Lessor, all rent and additional rent payable to Lessor under this Lease shall abate in proportion to the degree of interference, until such interference has been cured.

3.Term.

(1) Term. The Commencement Date, the Rent Commencement Date, the Expiration Date and Original Term of this Lease are as specified in Section 1(D) of this Lease.

(2) Early Possession. Intentionally deleted.

(3) Delay in Possession. Intentionally deleted.

(4) Options to Extend Term. Provided Lessee shall not at the time of exercise then be in default under the terms and conditions of the Lease, Lessee shall have the right to exercise an option (individually “Option” and collectively, “Options”) to extend the Term for up to two (2) consecutive additional periods of five (5) years each (each an “Option Term”). Such Options shall apply only to Lessee’s entire Premises, shall each be for a term that shall begin immediately following Lessee’s then Term and shall be exercised by Lessee by giving written notice to Lessor not less than six (6) months prior to the expiration of the then current Term of this Lease. If Lessee exercises any Option to extend the Term, Lessee shall continue to lease the Premises for such Option Term upon the same terms and conditions set forth in this Lease except that the Minimum Monthly Rent payable by Lessee to Lessor during each such Option Term shall be adjusted as follows:

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(a) On the First Adjustment Date, the Minimum Monthly Rent payable during the first year of the first Option Term shall be increased to one hundred three percent (103%) of the Minimum Monthly Rent applicable immediately preceding the expiration of Lessee’s then term.

(b) On each subsequent annual Adjustment Date, the Minimum Monthly Rent shall be adjusted to an amount equal to one hundred three percent (103%) of the Minimum Monthly Rent applicable immediately preceding the expiration of Lessee’s then term.

(c) Notwithstanding any other provisions of this Lease, the Minimum Monthly Rent shall increase by three percent (3%) per year.

(d) The term “Adjustment Date” as used in this Lease shall mean February 1, 2017, (“First Adjustment Date”), and each succeeding anniversary of the First Adjustment Date.

4.Rent.

(1) Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent (“Rent”).

Included as part of Rent, Lessor shall provide Lessee with the Services which shall include twenty-four (24) hour access to and use of the Premises and Common Areas reasonably necessary for use of the Premises; reasonable quantities of electric current for receptacles; standard fluorescent lighting; heat, ventilation, and air-conditioning (M-F: 8:00 a.m. to 6:00 p.m., Sat: 8:00 a.m. to 1:00 p.m.) for the comfortable use and occupation of the Premises during Business Hours; reasonable access to and use of intra-Building telephone network cabling; Notwithstanding the foregoing, Lessor may change the Services, provided such changes are reasonable and nondiscriminatory, or are made to comply with any government restriction, requirement or standard. Lessor may restrict Services as Lessor deems reasonable during any invasion, mob, riot, public excitement or other similar circumstance.

The Services (which include the costs associated therewith) shall also include:

1.All costs incurred by Lessor relating to the ownership and operation of the Project other than janitorial costs for the Premises.

2.The Base Real Property Taxes (as defined in Section 10).

3.Insurance Costs (as defined in Section 8).

4.The cost of water, gas, electricity and telephone to service the Common Areas.

5.The cost of any capital repair or replacement to the Building or the Project not covered under the provisions of Section 2(3) provided; however, that Lessor shall allocate the cost of any such capital improvement over the reasonable useful service life of the item in question.

6.Any other services to be provided by Lessor that are stated elsewhere in this Lease to be an Operating Expense.

Lessee shall have the right, provided that Lessee is not then in default of this Lease past the expiration of the applicable notice and cure period, to audit and inspect the books and records of Lessor with respect to any cost or item which is passed through to Lessee, upon ten (10) days advance, written notice by Lessee to Lessor. Lessor shall cooperate with Lessee in providing Lessee reasonable access to its books and records during normal business hours at Landlord’s headquarters for this purpose. If the results of the audit show an overcharge to Lessee of more than five percent (5%) of the actual amount owed by Lessee, then Lessor shall pay the reasonable costs of such audit, and in any case, whether or not Lessee is entitled to reimbursement of its audit costs, Lessor shall credit or refund to Lessee any overcharge of such items as discovered by the audit within thirty (30) days of completion of such audit. In the event such audit discloses an undercharge of such items as billed to Lessee, Lessee shall pay Lessor the amount of such undercharge within thirty (30) days of completion of such audit.

(2) Payment

Lessor shall, throughout the Term and any extensions thereof, pay one hundred percent (100%) of the cost of the Services. Lessee shall, throughout the Term or any extensions thereof, reimburse Lessor for the cost of the Services multiplied by Lessee’s Share.

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Lessee shall reimburse Lessor’s reasonable charge for any Services not required to be provided to the Premises but requested by Lessee. Modifications to Services or Leasehold improvements (including Metering) required due to concentration of personnel or office equipment, or the use of office equipment that generates unusual heat or consumes unusual amounts of electricity shall be made at Lessee’s sole cost and expense.

Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any statement or invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one (1) full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment that is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of Twenty Five Dollars and No Cents ($25.00) in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier’s check. Payments will be applied first to accrued late charges and attorney’s fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs.

5.Security Deposit. Intentionally deleted.

6.Use.

Lessee shall be permitted to use and occupy the for the sole purpose of operating a banking business and for no other purpose without Lessor’s consent (the “Agreed Use”).

Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and Seeing Eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the Building or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Project. If Lessor elects to withhold consent, Lessor shall within seven (7) days after such request give written notification of same, which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use. Lessee shall not use the Premises, or permit anything to be done in or about the Premises, which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Lessee shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises, excluding structural changes or other alterations not related to or affected by Lessee’s improvements or acts. The judgment of any court of competent jurisdiction or the admission of Lessee in any action against Lessee, whether Lessor be a party thereto or not, that Lessee has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between the Lessor and Lessee.

(2) Hazardous Substances.

(a) Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease shall mean any product, substance, or waste whose presence, use,manufacture, disposal. transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises that constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements. “Reportable Use” shall mean (i) the installation

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or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefore. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.

(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.

(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.

(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, its agents, employees, or contractors or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee, or other contamination outside the Premises caused by third (3rd) parties not acting on Lessee’s behalf). Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.

(e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which suffered as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

(f) Investigation and Remediation. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises, unless such remediation measure is required as a result of Lessee’s use (including “Alterations”, as defined in Section 7.3(a)) of the Premises, in which event Lessee shall be responsible for

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such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.

(g) Lessor Termination Option. If a Hazardous Substance Condition [see Section 9.1(e)] occurs during the term of this Lease, unless Lessee is legally responsible therefore (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor’s rights under Section 6(2)(d) and Section 13), Lessor may, at Lessor’s option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds twelve (12) times the then monthly Base Rent or One Hundred Thousand Dollars and No Cents ($100,000.00), whichever is less, give written notice to Lessee, within thirty (30) days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate this Lease as of the date sixty (60) days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within ten (10) days thereafter, give written notice to Lessor of Lessee’s commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to twelve (12) times the then monthly Base Rent or One Hundred Thousand Dollars and No Cents ($100,000.00), whichever is less. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within thirty (30) days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation, as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor’s notice of termination. Lessor shall not terminate this Lease hereunder unless Lessor also terminates the leases of all other similarly-situated or similarly-affected Lessees.

(3) Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants which relate in any manner to such Requirements, without regard to whether said Requirements are now in effect or become effective after the Commencement Date. Lessee shall, within ten (10) days after receipt of Lessor’s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises.

(4) Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Section 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. Lessor shall pay the cost of any such inspections unless a violation of Applicable Requirements, or a Hazardous Substance condition (see Section 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority as a result of Lessee’s specific use. In such case, Lessee shall, upon request, reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within ten (10) days of the receipt of written request therefore.

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7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.

(1) Lessor’s Obligations

(a) In General. Subject to the provisions of Section 2.2 (Condition), 2.3 (Compliance), 6.3(Lessee’s Compliance with Applicable Requirements), 7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessor, subject to Section 4.2, shall keep in good order, condition and repair the foundations, roof and roof surface structural ceiling, floor slab, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the Services pursuant to Section 4.2 including, but not limited to, all equipment or facilities which serve the Premises, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessee pursuant to Section 7.2. Lessor shall not be obligated to paint the interior surfaces of exterior walls but shall be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.

Lessor shall also be responsible for maintaining, repairing and (when needed) replacing the drains, gutters and downspouts, building facade, any mechanical, electrical, plumbing or life safety systems which either (i) do not exclusively serve the Premises, or (ii) are embedded or concealed within walls or below the floor surface and were not so installed by Lessee.

(2) Lessee’s Obligations

Lessee shall, at Lessee’s sole expense, keep the Premises, Utility Installations (intended for Lessee’s exclusive use, no matter where located including but not limited to additional HVAC or other Utility Installations), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements or the age of such portion of the Premises). Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Section 7.1(b). Lessee’s obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair.

(3) Utility Installations; Trade Fixtures; Alterations.

(a) Definitions. The term “Utility Installations” refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises. The term “Alterations” shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Section 7.4(a).

(b) Consent. Lessee has previously built out and currently occupies the Premises, but shall not make any further Alterations or Utility Installations to the Premises without Lessor’s prior written consent, which shall not be unreasonably withheld. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they do not involve puncturing, relocating or removing the roof or any existing structural walls, will not adversely affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof does not exceed Two Hundred Fifty Thousand Dollars and No Cents ($250,000.00) in any instance (“Alteration Cap”). Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor, which shall not be unreasonably withheld. Lessor may, as a precondition to granting such approval for roof work, require Lessee to utilize a contractor chosen and/or

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reasonably approved by Lessor, provided the costs are competitive and reasonable. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner.

(c) Signage.Lessee shall have the right to continue to utilize its existing signage on the exterior wall of the Premises and on the Project’s monument and pylon sign.

(d) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to one hundred fifty percent (150%) of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor’s attorneys’ fees and costs.

Any Alterations or Utility Installations, or Signage shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs exceed the Alteration Cap, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to one hundred fifty percent (150%) of the estimated cost of such Alteration or Utility Installation

(4) Ownership; Removal; Surrender; and Restoration.

(a) Ownership. All Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. All Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.

(b) Removal. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.

(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises or caused by any third party not acting on Lessee’s behalf) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Section 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Section 26.

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8.Insurance; Indemnity.

(1) Payment of Insurance Costs.

(a) As used herein, the term “Insurance Costs” is defined as any actual costs of the insurance applicable to the Building and/or the Project and required to be carried by Lessor, pursuant to Sections 8.2(b), 8.3(a) and 8.3(b), (“Required Insurance”) calculated on an annual basis. Insurance Costs shall include, but not be limited to, requirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, increased valuation of the Premises, Building and/or Project, prorata share of the total deductible paid by Lessor in the event of a claim provided that the total deductible in no event is greater than Five Thousand Dollars and No Cents ($5000.00), and/or a general premium rate increase. The term Insurance Costs shall not, however, include any premium increases resulting from the nature of the occupancy of any other Lessee of the Building.

(b) Lessee shall pay Lessee’s Share of the Insurance Costs as part of Services to Lessor pursuant to Section 4. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Commencement Date or Expiration Date.

(2) Liability Insurance.

(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $2,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization’s “Additional Insured-Managers or Lessors of Premises” Endorsement and coverage shall also be extended to include damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an “insured contract” for the performance of Lessee’s indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.

(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Section 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.

(3) Property Insurance - Building, Improvements.

(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises, the Building, and the common areas. The amount of such insurance shall be equal to the full insurable replacement cost of the same, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee under Section 8.4. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed Five Thousand Dollars and No Cents ($5,000.00) per occurrence.

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(b) Lessee’s Improvements. Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.

(4) Lessee’s Property; Business Interruption Insurance.

(a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed Ten Thousand Dollars and No Cents ($10,000.00) per occurrence. Lessee shall use the proceeds from any such insurance for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.

(b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts that will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to loss of access to the Premises as a result of such perils.

(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business operations or obligations under this Lease.

(5) Insurance Policies. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a “General Policyholders Rating” of at least A-, VI, as set forth in the most current issue of “Best’s Insurance Guide” or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything that invalidates the required insurance policies. Lessee shall, prior to the Delivery Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after thirty (30) days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

(6) Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

(7) Indemnity. Except for Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises or Common Areas by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters without any actual fault by Lessor, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified.

Notwithstanding the foregoing, (i) Lessee shall not be obligated to indemnify or defend Lessor in any action arising out of the gross negligence or willful misconduct of Lessor, its agents, employees or contractors, and (ii) Lessor shall indemnify, hold harmless and defend Lessee from and against any and all claims arising out of incidents occurring in the Common Areas which are not the result of the negligence or misconduct of Lessee.

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(8) Exemption of Lessor and its Agents from Liability. Unless caused by the negligence, willful misconduct or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places, (ii) any damages arising from any act or neglect of any other Lessee of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee’s business or for any loss of income or profit therefrom. Instead, it is intended that Lessee’s sole recourse in the event of such damages or injury be to file a claim on the insurance policy (ies) that Lessee is required to maintain pursuant to the provisions of Section 8.

(9) Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to ten percent (10%) of the then existing Base Rent. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee’s failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease.

9.Damage or Destruction.

(1) Definitions.

(a)“Premises Partial Damage” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in six (6) months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within thirty (30) days from the date of the damage or destruction as to whether or not the damage is Partial or Total. Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows, doors, and/or other similar items that Lessee has the responsibility to repair or replace pursuant to the provisions of Section 7.1.

(b)“Premises Total Destruction” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in twelve (12) months but not less than 6 months from the date of the damage or destruction. Lessor shall notify Lessee in writing within thirty (30) days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

(c)“Insured Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event actually covered or required to be covered by the insurance described in Section 8.3 (a), irrespective of any deductible amounts or coverage limits involved.

(d)“Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.

(e)“Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Section 6.2 (a), in, on, or under the Premises which requires repair, remediation, or restoration.

(2) Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and

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this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s election, make the repair of any damage or destruction the total cost to repair of which is Ten Thousand Dollars and No Cents ($10,000.00) or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to affect such repair, the Party responsible for providing such insurance shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefore. If Lessor receives said funds or adequate assurance thereof within said ten (10) day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within ten (10) days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate thirty (30) days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Section 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

(3) Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within thirty (30) days after receipt by Lessor of knowledge of the occurrence of such damage. Lessor shall not terminate this Lease hereunder unless Lessor also terminates the leases of all other similarly-situated or similarly-affected Lessees. Such termination shall be effective thirty (30) days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within ten (10) days after receipt of the termination notice to give written notice to Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within thirty (30) days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

(4) Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate thirty (30) days following such Destruction. If the damage or destruction was caused by the negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in Section 8.6.

(5) Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds six (6) month’s Base Rent, whether or not an Insured Loss, Lessor or Lessee may terminate this Lease effective thirty (30) days following the date of occurrence of such damage by giving a written termination notice to Lessee within thirty (30) days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is ten (10) days after Lessee’s receipt of Lessor’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee’s option shall be extinguished.

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Notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right to cancel this Lease upon written notice to Lessor in the event any damage to the Premises cannot be repaired within twelve (12) months from the date of loss.

(6) Abatement of Rent; Lessee’s Remedies.

(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be equitably abated in proportion to the degree to which Lessee’s use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. Lessee shall perform all other obligations of Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.

(b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than sixty (60) days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within thirty (30) days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such thirty (30) days, this Lease shall continue in full force and effect. “Commence” shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

(7) Termination; Advance Payments. Upon termination of this Lease pursuant to Section 6.2(g) or Section 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.

(8) Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.

10.Real Property Taxes.

(1) Definitions.

(a) “Real Property Taxes.” As used herein, the term “Real Property Taxes” shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. The term “Real Property Taxes” shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project, (ii) a change in the improvements thereon, and/or (iii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.

Lessee shall not be required to pay its share of any penalties, interest, late payments or the like resulting from Lessor’s late payment of taxes. In the event any taxes or assessments are payable over time without penalty to Lessor, Lessee’s pro rata share thereof shall be calculated as if such assessments were being paid by Lessor over the longest period of time permitted by applicable law. In no event shall Lessee be responsible to pay any rent taxes (except to the extent the same are directly assessed against Lessee by the taxing authority), gross sales taxes, franchise taxes, capital stock taxes, inheritance, estate, succession, transfer, gift or other tax which is measured in any manner by the income or profit of Lessor, or any portion of any special assessment first assessed prior to the Commencement Date to fund, in whole or in part, the construction, development, redevelopment or renovation of the Project.

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(2) Payment of Taxes. Except as otherwise provided in Section 10.3, Lessor shall pay the Real Property Taxes applicable to the Project and said payments shall be included in the calculation of Lessee’s Share with respect to the costs for Services in accordance with the provisions of Section 4.

(3) Additional Improvements. Costs for Services shall not include Real Property Taxes specified in the tax assessor’s records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Section 10(2) hereof, Lessee shall, however, pay to Lessor at the time the costs for Services are payable under Section 4, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee’s request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.

(4) Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such other information as may be reasonably available. Lessor’s reasonable determination thereof, in good faith, shall be conclusive, absent a good-faith objection by Lessee.

(5) Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within ten (10) days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.

11.Utilities and Services.

Lessee shall pay for all commercially reasonable amounts of water, gas, heat, light, power supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Section 4, if at any time in Lessor’s sole judgment, Lessor determines that Lessee is generating such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of times per month that it is emptied, then Lessor may increase Lessee’s Base Rent by an amount equal to such increased costs. Lessor shall not be liable in any respect whatsoever (other than providing the equitable abatement of rent) for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable control or in cooperation with governmental request or directions.

Notwithstanding anything to the contrary contained in this Lease, in the event of any interruption in any utility service due to the negligence or willful misconduct of Lessor, its agents, employees or contractors, which interruption renders the Premises wholly or partially unusable for the reasonable operation of Lessee’s business therein for a period of forty-eight (48) consecutive hours, Rent shall thereafter equitably abate during such period in proportion to the degree to which Lessee’s use of the Premises is impaired.

Lessee, at its sole option and discretion and at Lessee’s sole cost and expense, shall have the right to install separate check meters to measure utilities actually consumed at the Premises, and if Lessee does so, from and after the date of such installation, Lessee’s utility charges shall be based upon actual consumption of utilities as measured by Lessee’s check meter(s).

12.Assignment and Subletting.

(1) Lessor’s Consent Required.

(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.

(b) So long as the Premises continue to be operated according to Article 6, no change in the control of Lessee shall constitute an assignment requiring consent.

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(c) Intentionally Deleted

(d) An assignment or subletting without consent shall, be a Default curable after notice per Section 13.1(c). Further, in the event such Default is not timely cured, Lessor, at Lessor’s option may either 1) terminate the Lease without necessity of any notice or grace period, or 2) provide that all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to one hundred ten percent (110%) of the scheduled adjusted rent.

(e) Lessee’s remedy for any breach of Section 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief,

(f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.

(g) Notwithstanding the foregoing, allowing a diminimus portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

(2) Terms and Conditions Applicable to Assignment and Subletting.

(a) Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.

(b) Lessor may accept Rent or performance of Lessee’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor’s right to exercise its remedies for Lessee’s Default or Breach.

(c) Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.

(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor.

(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of Five Hundred Dollars and No Cents ($500.00) as consideration for Lessor’s considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested.

(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

(g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing in Lessor’s sole and absolute discretion.

Notwithstanding anything to the contrary in this Lease, Lessee shall have the right, without need of Lessor’s prior consent, to assign this Lease or to sublet all or any portion of

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the Premises to (i) any person or entity acquiring all or substantially all of Lessee’s corporate stock or assets, (ii) the surviving entity in any merger, reorganization or consolidation, (iii) any parent, affiliate, subsidiary of Lessee, or to any duly authorized, bona-fide franchisee, licensee, agent or distributor of either of them, or (iv) if this Lease has been assigned to such franchisee, licensee, agent or distributor, such party may assign this Lease to its franchisor, licensor, or supplier. The foregoing are hereinafter collectively referred to as “Permitted Transferees”, and an assignment or sublease to or with a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”. Any and all options granted to Lessee under any of the provision(s) of this Lease may be exercised by a Permitted Transferee. Lessee’s right to enter into a Permitted Transfer shall be subject to the following conditions:

(a)Lessee shall provide Lessor with a fully-executed copy of the applicable sublease or assignment upon the closing of such transaction;

(b)Lessee’s Permitted Transferee shall (in the case of an assignment of this Lease) assume in writing for benefit of Lessor, in a form and substance reasonably acceptable to Lessor, all obligations imposed under this Lease upon Lessee, and any sublease to a Permitted Transferee shall be subordinate and subject to the terms, covenants and conditions of this Lease;

(c)All past due sums owing under this Lease shall be paid to Lessor concurrent with the closing of any Permitted Transfer;

(d)Lessee shall promptly provide Lessor with such business and financial information on the Permitted Transferee as Lessor may reasonably request;

(e)No Permitted Transfer shall relieve Lessee of Lessee’s ongoing primary liability and responsibility for performance of all of the terms, covenants and conditions of this Lease.

All proceeds received by Lessee in connection with any assignment or subletting shall belong to Lessee. Lessee shall be entitled to retain all consideration paid to Lessee on account of Lessee’s good will, fixtures, furnishings, equipment, inventory, and intangibles such as trademarks, intellectual property, receivables, etc. Any and all rights granted to Lessee under this Lease may be exercised by a Permitted Transferee, or by any assignee or sublessee who has been approved by Lessor.

If Lessor does not respond to any request for Lessor’s consent hereunder within thirty (30) days of Lessor’s receipt thereof, and any additional information reasonably requested by Lessor to consider Lessee’s request, Lessor shall be deemed to have consented to the proposed transfer, assignment or subletting.

(3) Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee’s then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.

(b) In the event of a Breach by Lessee, Lessor may, at its option, (i) require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease or (ii) terminate the sublease and provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.

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(c) (Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.

(d) No sublessee shall further assign or sublet all or any part of the Premises without first complying with the provisions of this Article 12.

Lessee shall continue to be primarily obligated for all rentals and other charges for the term of the Lease and pursuant to such other terms and conditions contained in the Lease and shall continue to be primarily obligated for all rentals and other charges for the term of any sublease which Lessee executes for the entire term of such sublease in the event Lessee’s guarantee obligations under this Lease expire prior to the expiration of such sublease term.

13.Default; Breach; Remedies.

(1) Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:

(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Section 8(3) is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. Lessee shall not be deemed to have abandoned the Premises nor shall Lessee be in violation of this Lease in the event that the Premises are closed (i) for repairs, renovation or remodeling, or (ii) by reason of Force Majeure, casualty or condemnation, or (iii) when such absence is excused under any provision of this Lease, or (iv) at any time that Lessee is in good faith negotiations for a potential assignment of this Lease or a subletting of the Premises.

(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee.

(c) The commission of waste act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 10 business days following written notice to Lessee.

(d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Section 41, (viii) material data safety sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of ten (10) days following written notice to Lessee.

(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Section 2.9 hereof, other than those described in subsections 13(1)(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee’s Default is such that more than thirty (30) days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion.

(f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30) days; provided, however, in

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the event that any provision of this subsection is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.

(g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.

(h) If the performance of Lessee’s obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure, within sixty (60) days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

(2) Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within ten (10) days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to one hundred fifteen percent (115%) of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefore. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy that Lessor may have by reason of such Breach:

(a) Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover damages under Section 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Section 13(.)was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Section 13.1. In such case, the applicable grace period required by Section 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.

(b) Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s right to possession.

(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the State of California. The expiration or termination of this Lease and/or the

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termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee’s occupancy of the Premises.

(3)Inducement Recapture. Intentionally Deleted

(4) Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges that may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to five percent (5%) of each such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for three (3) consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance.

Said late charge shall not be payable in connection with the first instance of late payment in any calendar year, so long as all past due amounts are paid in full within five (5) days of Lessee’s receipt of written notice from Lessor.

(5) Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within thirty (30) days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the thirty-first (31st) day after it was due as to non-scheduled payments. The interest (“Interest”) charged shall be computed at the rate of ten percent (10%) per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Section 13.4.

(6) Breach by Lessor.

(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Section, a reasonable time shall in no event be less than for (30) days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor’s obligation is such that more than thirty (30) days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.

(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within thirty (30) days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee’s expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to fifty percent (50%) of one month’s Base Rent until cured, reserving Lessee’s right to reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor.

14.Condemnation.

If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If so much of the Premise is taken by Condemnation that the remainder is unsuited for the operation of Lessee’s business therein, in Lessee’s reasonable business judgment, Lessee may, at Lessee’s option, to be exercised in writing within ten (10) days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within ten (10) days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of

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the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, provided that Lessee shall be entitled to initiate its own independent action to seek separate compensation from the condemning authority for the value of its leasehold estate. Lessee’s relocation expenses, loss of business goodwill and/or fixtures, Trade Fixtures and equipment, without regard to whether or not this Lease is terminated pursuant to the provisions of this Section. In addition, all Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefore. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15.Brokerage Fees. Intentionally deleted.

16.Representations and Indemnities of Broker Relationships.

Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder in connection with this Lease, and that no one is entitled to any commission or finder’s fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.

17.Estoppel Certificates.

(a) Each Party (as “Responding Party”) shall within fifteen (15) days after written notice from the other Party (the “Requesting Party”) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate” form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.

(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such fifteen (15) day period, the Responding Party shall be deemed to have agreed that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and (iii) if Lessor is the Requesting Party, not more than one (1) month’s rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate.

(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be available to Lessee and Guarantors and reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past three (3) years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

18.Definition of Lessor.

The term “Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. In the event of a transfer of Lessor’s title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Section 15, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.

19.Severability.

The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

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20.Days.

Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and refer to calendar days.

21.Limitation on Liability.

The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its partners, members, directors, officers or shareholders, and Lessee shall look to Lessor’s interest in and to the Project, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor’s partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.

22.No Prior or Other Agreements; Broker Disclaimer.

This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys’ fees), of any Broker with respect to negotiation, execution, delivery or performance by either Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

23.Notices.

(1) Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, return receipt requested, and shall be deemed given on the date of delivery or refusal to accept delivery, as the case may be, if served in a manner specified in this Section 23. The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

(2) Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery or refusal to accept delivery or inability to deliver, as shown on the receipt card. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed given upon the date of receipt or refusal to accept delivery or inability to deliver, as the case may be, as evidenced by the delivery receipt. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

(3) Notice Addresses.

For purposes of Notices to LANDLORD:

Systems II LLC

C/O Excel Property Management

9034 W. Sunset Blvd.

West Hollywood, CA 90069

For purposes of Notices to TENANT:

Wilshire State Bank

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3200 Wilshire Boulevard

Los Angeles, CA 90010

24.Waivers.

No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment.

25.Disclosures Regarding the Nature of a Real Estate Agency Relationship. Intentionally deleted.

26.No Right To Holdover.

Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to one hundred twenty five percent (125%) of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

27.Cumulative Remedies.

No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28.Covenants and Conditions; Construction of Agreement.

All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

29.Binding Effect; Choice of Law.

This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the State of California. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located.

30.Subordination; Attornment; Non-Disturbance.

(1) Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

(2) Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Devise to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Section 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and

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provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor’s obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be liable for the return of any security deposit paid to any prior lessor.

(3) Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee’s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within sixty (60) days after the execution of this Lease, Lessor shall use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device that is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said sixty (60) days, then Lessee may, at Lessee’s option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.

(4) Self-Executing. The agreements contained in this Section 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31.Attorneys’ Fees.

If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, “Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred. In addition, Lessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach [Three Hundred Dollars and No Cents ($300.00) is a reasonable minimum per occurrence for such services and consultation].

32.Lessor’s Access; Showing Premises; Repairs.

Lessor and Lessor’s agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or Lessees, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee’s use of the Premises. All such activities shall be without abatement of rent or liability to Lessee.

In exercising any of the rights granted to it under this Lease, including without limitation this Section 32, Lessor shall use its best efforts to eliminate any interference with Lessee’s business operations in the Premises. If, as a result of Lessor’s exercise of any of its rights under this Lease, Lessee is unable to conduct its normal business operations in the Premises for a period in excess of twenty-four (24) hours, all rent and additional rent payable to Lessor under this Lease shall equitably abate in proportion to the degree of interference, until such interference has been cured.

Such entry shall be upon reasonable prior notice to Lessee, and shall be done at such times and in such a manner as to minimize any interference with Lessee’s business operations in the Premises. If Lessor’s entry or work hereunder prevents Lessee from opening in the Premises or materially interferes with Lessee for a period in excess of twenty-four (24) hours, then Lessee’s rental

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obligations hereunder shall be abated in proportion to the degree of interference, until such interference ceases.

Notwithstanding the foregoing, or anything to the contrary contained in this Lease, Lessor shall not exercise its rights hereunder in a manner which materially and adversely affects or interferes with Lessee’s use, occupancy or quiet enjoyment of the Premises, or which materially and adversely interferes with visibility of the Premises or Lessee’s signage thereon, or with access to or from the Premises.

33.Force Majeure

In the event that Lessor or Lessee, cannot commence and/or complete the work or perform any other obligation of such party hereunder by the date specified therefore because of strikes, lockouts, labor disputes, acts of God, war, civil commotion, acts of terrorism, fire or other casualty, or other cause beyond the reasonable control of such party, other than financial inability (collectively, “Uncontrollable Events”), the time for the commencement and/or the completion of the work or the performance of such obligation shall be automatically extended for the period of delay due to the Uncontrollable Event. Included in the definition of Uncontrollable Events shall be the following: (a) delays to Lessor’s or Lessee’s obligations that are solely caused by the action or inaction of the other party (e.g., if Lessee fails to approve Lessor’s plans within the time period provided in this Section 33, this period of delay would be considered an Uncontrollable Event and Lessor’s construction deadlines would be increased by the number of days beyond Lessee’s allotted approval period); (b) all atypical and unusual weather-caused delays (e.g. record setting rains); and (c) all unreasonable or unusual delays caused solely by governmental authorities. However, usual or typical amounts of rainfall for the particular month or the customary time estimated for governmental approval of plans, issuing of permits, conducting inspections, etc., shall not be considered Uncontrollable Events. Notwithstanding anything to the contrary contained in this Lease, in no event shall this Section 33 be construed to excuse or delay the performance of a monetary obligation by either party or require Lessee to accept delivery of the Premises prior to the end of the occurrence of any Uncontrollable Events. In order for either Lessor or Lessee to avail itself of the rights granted in this Section 33, that party must notify the other party in writing within ten (10) days after the beginning of such event and again ten (10) days after the end of the occurrence of an Uncontrollable Event. If the Uncontrollable Events last for ten (10) consecutive days or less, then only one notice provided within ten (10) days after the end of such occurrence will be required.

34.Signs.

Lessor may place on the Premises ordinary “For Sale” signs at any time and ordinary “For Lease” signs during the last six (6) months of the term hereof. Lessee shall not place any sign upon the Project without Lessor’s prior written consent. All signs must comply with all Applicable Requirements.

35.Termination; Merger.

Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing sub tenancies. Lessor’s failure within ten (10) days following any such event to elect to the contrary by written notice to the holder of any such lesser interest shall constitute Lessor’s election to have such event constitute the termination of such interest.

36.Consents.

Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor’s actual reasonable costs and expenses (including but not limited to architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefore. Lessee shall not be obligated to reimburse Lessor more than One Thousand Dollars and No Cents ($1,000.00) in connection with any assignment or subletting requiring Lessor’s consent. Lessor’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this

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With the exception of fire, casualty or Lessor approved remodel of Lessee’s Premises, if Lessee fails to open to the public or stay open to the public and operate its business within the Premises for a period of sixty (60) days or longer (“Goes Dark”), then, anytime thereafter, Lessor, including all other rights and remedies under law and/or equity, shall have the right to terminate this Lease and recapture the Premises by giving sixty (60) days written notice to Lessee of Lessor’s intent to do so. In the event Lessor recaptures the Premises as set forth in this Section 40, Lessee shall have no further liabilities or obligations to Lessor. Furthermore, in no event shall Lessee be liable to Lessor for damages as a result of operating other stores in the area surrounding the Project, or any other area, nor shall Lessee be limited or restricted in any way from opening or operating other stores in the area surrounding the Project, or any other area

41.Security Measures.

Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties.

42.Reservations.

Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.

43.Performance under Protest.

If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid “under protest” within six (6) months shall be deemed to have waived its right to protest such payment.

44.Authority. Multiple Parties; Execution.

(a) If either Party hereto is a corporation, trust, Limited Liability Company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within thirty (30) days after request, deliver to the other Party satisfactory evidence of such authority.

(b) If this Lease is executed by more than one person or entity as “Lessee”, each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.

(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

45.Conflict.

The provisions of the Addendum #1 (if any) shall control over any conflict between this Lease and the Addendum #1 attached hereto.

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46.Offer.

Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

47.Amendments.

This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

48.Americans with Disabilities Act.

Since compliance with the Americans with Disabilities Act (“ADA”) is dependent upon Lessee’s specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation except as otherwise provided elsewhere in this Lease. In the event that Lessee’s use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee’s expense, except as otherwise provided elsewhere in this Lease.

49.TIME OF THE ESSENCE.

Time shall be of the essence in interpreting the provisions of this Lease.

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LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

IN WITNESS WHEREOF, Lessor and Lessee have caused their duly authorized representatives to execute and deliver this Lease as of the Effective Date.

LESSOR:

Systems II, LLC, a California limited liability company

By:	Sancam, Inc., it’s managing member
By:	/s/ Mark Gabay
	Mark Gabay; President
January 21, 2010
Date of execution

Lessee:

WILSHIRE STATE BANK, a California corporation

By:	/s/ David Kim
Print Name:		David Kim, Sr. V.P.
January 19, 2010
Date of execution

By: /s/ Paul Lee

Print Name:	Paul Lee
January 19, 2010
Date of execution

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Addendum #1 to that certain Lease dated January 21st, 2010 by and between SYSTEMS II LLC, a California limited liability company (“Lessor”) WILSHIRE STATE BANK, a California corporation (“Lessee”) for the Premises located at 17500 Carmenita Road, Cerritos, California, 90703, and further described on Exhibit A (Site Plan) attached hereto (“Premises”)

Not withstanding the terms of the Lease, the following additions and modifications to the Lease contained in this Addendum #1 shall be made a part thereof and attached thereto. Unless otherwise provided herein, In the event of a conflict between this Addendum #1 and the Lease, the provisions of this Addendum #1 shall prevail.

50.LESSOR’S WORK: None

51.LESSEE’S WORK: Lessee’s Work, which shall be constructed at Lessee’s sole cost and expense except as provided for herein, may include, but not be limited to, such items as all interior and exterior signage, floor coverings, wall finishes, high quality fixtures, counters, displays, and anything Lessee desires for its Premises. The build-out shall be designed, constructed, furnished, and decorated in compliance with the Lessee design criteria and final plans approved by Lessor and the City of Cerritos.

IN WITNESS WHEREOF, Lessor and Lessee have caused their duly authorized representatives to execute and deliver this Addendum #1 as of the Effective Date.

LESSOR:

Systems II, LLC, a California limited liability company

By:	Sancam, Inc., it’s managing member
By:	/s/ Mark Gabay
	Mark Gabay; President
January 21, 2010
Date of execution:

Lessee:

WILSHIRE STATE BANK, a California corporation

By:	/s/ David Kim
Print Name:		David Kim, SENIOR V.P.
JANUARY 19, 2010
Date of execution

By:	/s/ Paul Lee
Print Name:		PAUL LEE, FACILITIES OFFICER

JANUARY 19, 2010

Date of execution

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Exhibit A-1 (Premises Plan)

EXHIBIT B

(SHOPPING CENTER RULES AND REGULATIONS)

PREMISES:

A.All floor areas of the premises (including vestibules, entrances, and air returns), doors, fixtures, windows, and plate glass shall be maintained in a safe and good condition.

B.All trash, refuse, and waste materials shall be stored in adequate containers and regularly removed from the premises. These containers shall not be visible to the general public and shall not constitute a health or fire hazard or nuisance to any Lessee.

C.No portion of the premises shall be used for lodging purposes.

D.Neither sidewalks nor walkways shall be used to display; store, or place any merchandise, equipment, or devices.

E.Lessee shall not install any curtains, blinds, shades, or screens on any window or door of the premises without Lessor’s consent.

COMMON AREAS:

A.Lessee and its authorized representatives and invitees shall use any roadway, walkway, or mall only for ingress to or egress from the stores in the shopping center. Use of the common areas shall be in an orderly manner in accordance with directional or other signs or guides. Roadways shall not be used at a speed in excess of ten miles per hour and shall not be used for parking or stopping, except for immediate loading or unloading of passengers. Walkways and malls shall be used for pedestrian travel only.

B.Lessee and its authorized representatives and invitees shall not use the parking areas for anything but parking motor vehicles. All motor vehicles shall be parked in an orderly manner within the painted lines defining the individual parking places. During peak periods of business activity, Lessor may impose limitations in all or parts of the parking area as to length of time for parking use.

C.During normal business hours, the use of the parking area shall be limited to customers, employees and vendors of the Lessees of the shopping center, and no others.

D.No person shall use any utility area, truck loading area, or other area reserved for use in conducting business, except for the specific purpose for which permission to use these areas has been given.

E.Without the consent of the Lessor, no person shall use any of the common areas for:

(1)Vending, peddling, or soliciting orders for sale or distributing of any merchandise, device, service, periodical, book, pamphlet, or other matter;

(2)Exhibiting any sign, placard, banner, notice, or other written material;

(3)Distributing any circular, booklet, handbill, placard, or other material;

(4)Soliciting membership in any organization, group, or association, or soliciting contributions for any purpose;

(5)Parading, patrolling, picketing, demonstrating, or engaging in conduct that might interfere with the use of the common areas or be detrimental to any of the other Lessees;

(6)Any purposes when none of the business establishments in the shopping center is open for business;

(7)Discarding any paper, glass, or extraneous matter of any kind, except in designated receptacles;

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(8)Using a sound device of any kind or making or permitting any noise that isannoying, unpleasant, or distasteful;

(9)Damaging any sign, light standard, or fixture, landscaping material, or other improvement or property within the shopping center.

The listing of specific prohibitions is not intended to be exclusive, but to indicate the manner in which the right to use the common areas solely as a means of access and convenience in shopping at the business establishments in the shopping center is limited and controlled by Lessor.

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EX-10.25

Exhibit 10.25

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of March 31, 2009, by and between SAN PEDRO PROPERTIES, a California limited partnership (“Lessor”) and WILSHIRE STATE BANK, a California corporation (“Lessee”).

RECITALS

A.Lessor and Lessee are parties to that certain lease dated October 20, 2003 (the “Lease”). Pursuant to the Lease, Lessor has leased to Lessee space currently containing approximately 3,208 rentable square feet (the “Premises”) described as Suite No. 200 on the second (2nd) floor of the building located at 1300 S. San Pedro Street, Los Angeles, California (the “Building”).

B.The Lease contains inconsistencies with respect to its expiration.

C.Regardless of such inconsistencies, Lessor and Lessee, pursuant to the terms of this Amendment, hereby agree to extend the Expiration Date as defined in the Lease so that the Lease shall now expire on March 31, 2014.

NOW, THEREFORE, in consideration of the above recitals which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows:

1.Expiration Date.  “Expiration Date” as defined in Section 1.3 of the Lease shall be modified and amended so that the Lease shall now expire on March 31, 2014.

2.Extension.The Term of the Lease is hereby extended and shall expire on March 31, 2014 (“Extended Termination Date”), unless sooner terminated in accordance with the terms of the Lease. That portion of the Term commencing on April 1, 2009 (the “Effective Date”) and ending on the Extended Termination Date shall be referred to herein as the “Extended Term”.

3.Base Rent.

3.01.Base Rent for the Extended Term.  As of the Effective Date, the schedule of Base Rent payable with respect to the Premises during the Extended Term is the following:

Period	Annual Rate Per Square Foot		Monthly Base Rent
April 1, 2009 through March 31, 2010	$	26.28	$	7,025.52
April 1, 2010 through March 31, 2011	$	26.28	$	7,025.52

Wilshire State Bank

First Amendment To Lease (March 30, 2009)

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On April 1, 2011, and annually thereafter, the Monthly Base Rent shall be increased by the year-over-year increase in the Consumer Price Index of the Bureau of Labor Statistics (1982-84 = 100) of the U.S. Department of Labor for CPI (all items for Urban Wage Earners and Clerical Workers, for Los Angeles-Riverside-Orange County). Accordingly, an increase in the Consumer Price Index is computed by dividing the Consumer Price Index for the calendar month immediately preceding the adjustment by the Consumer Price Index for the calendar month immediately preceding the prior 12 month period. The resulting increases in Monthly Base Rent however, shall be at least two percent (2%) per annum over the prior Monthly Base Rent, but shall not exceed three percent (3%) per annum over the prior Monthly Base Rent.

3.02Abated Rent for the Term.  Lessee shall be entitled to an abatement of Base Rent in the amount of $7,025.52 applicable to May, 2009 (the “Abated Rent”).

3.03.Tenant Improvement Allowance/ Base Rent Credit.  Lessee shall be entitled to an additional abatement of Base Rent in the amount of $50,000.00 in lieu of a tenant improvement allowance (the “Tenant Improvement Allowance Credit”). The Tenant Improvement Allowance Credit shall be applied in fifty-eight (58) installments at a rate of $862.07 per month against the Monthly Base Rent beginning on June 1, 2009 and continuing through the Extended Termination Date.

4.Operating Expenses.For the period commencing on the Effective Date and ending on the Extended Termination Date, Lessee shall pay for Lessee’s Share of Operating Expense Increase in accordance with the terms of the Lease, provided, however, during such period, (a) the Base Year for the computation of Lessee’s Share of Operating Expense Increase is amended from calendar year 2004 to calendar year 2009, and (b) in the event Real Property Taxes are increased due to a sale, change in ownership, or reassessment of the Building, during the first five (5) years of the Extended Term, any such increase shall be excluded from Lessee’s Share of Operating Expense Increase. During the Extended Term, Tenant shall have no payment or other obligations to Landlord with respect to Operating Expenses prior to January 1, 2010.

5.Other Pertinent Provisions.Lessor and Lessee agree that, effective as of the date of this Amendment (unless different effective date(s) is/are specifically referenced in this Section), the Lease shall be amended in the following additional respects:

5.01.Security and Parking Improvements.  Lessor agrees, at Lessor’s sole cost and expense, to install or implement the following security measures and other improvements within Three (3) months of the Effective Date: a) Installation of a security camera in front of Building’s parking garage elevator on parking level where Lessee’s current reserved spaces are located, b) Installation of additional lighting around starewell and near Lessee’s current reserved spaces, and c) Installation of a security mirror at the landing of starewell. Lessor shall also use commercially reasonable efforts to implement a system to direct traffic on the Building’s parking ramp. Until the implementation of said traffic light system, Lessor shall provide additional parking attendants to manually direct traffic on the parking ramp.

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5.02.Option to Extend.  Upon expiration of the Extended Term, Lessee and its permitted assignee(s) shall have two (2) Options to Extend the Lease each for an additional term of five (5) years at a base rent equal to 90% of Fair Market Rental for comparable retail projects in the area. Lessee shall provide notice to Lessor no less than six (6) months prior to the Extended Termination Date and any subsequent expiration date of its intent to exercise its option. Lessor and Lessee will have thirty (30) days after Lessor receives the option notice within which to agree on the then Fair Market Rental value of the Premises. If no agreement is reached by the parties regarding Fair Market Rental value, Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new Fair Market Rental value within the next thirty (30) days. The decision of the mutually acceptable appraiser or broker shall be binding on the parties. Any fees or costs of the appraiser or broker will be split equally between the parties. The Fair Market Rental value of the Premises means what a landlord under no compulsion to lease the Premises and a tenant under no compulsion to lease the Premises would determine as rent as of the commencement of the option period, taking into consideration the uses permitted under the Lease, the quality, size, design, and location of the Premises, the rent for comparable buildings located in the vicinity of the Building, and any lease concessions (such as free rent and tenant improvements).

5.03.Parking.For the period commencing on the Effective Date and ending on the Extended Termination Date, Lessee’s monthly parking rate shall not exceed $60.00 per month per parking space during the Extended Term and any extensions. Furthermore Lessee shall be entitled to retain all seven (7) of Lessee’s currently reserved parking spaces (“Reserved Customer Parking”) during the Extended Term and any extensions. Lessor agrees that Lessee’s Reserved Customer Parking shall not be relocated nor shall the size of the individual parking spaces be reduced in size during the Extended Term or during any extensions. Furthermore, Lessor agrees to maintain a minimum five (5) foot wide walkway from the Reserved Customer Parking to the adjacent stairwell and elevator during the Extended Term and any extensions.

5.04.Exclusive Use.  So long as Tenant occupies the entire Premises, Lessor agrees that no other portion of the Building shall be used or operated for retail banking during the Extended Term and any extensions. Banking services include without limit making loans, accepting deposits, cashing checks, trust services, safe deposit boxes, issuance of letters of credit, cash management, ATM’s and other services customarily associated with retail banks.

5.05.Sublease and Assignment.Lessee shall have the right to sublet, assign, or transfer all or any portion of the Premises after having received Lessor’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed. Any net profits realized (after deducting leasing costs) shall accrue to Lessee and Lessor on a 50%/50% basis. Notwithstanding anything to the contrary in the Lease, Lessee shall be permitted to sublease space or assign the Lease to an affiliate entity controlling, under common control with, or controlled by Lessee, including an entity resulting from a merger or consolidation by Lessee, without Lessor’s approval.

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5.06.Nondisturbance.Lessor shall provide Lessee with a commercially reasonable and mutually acceptable non-disturbance agreement within thirty (30) days after mutual execution of this First Amendment to Lease.

5.07.Broker Representation.Lessee hereby represents to Lessor that Lessee has dealt with no broker, other than Transwestern in connection with this Amendment. Lessee agrees to indemnify and hold Lessor, its members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents (collectively, the “Lessor Related Parties”) harmless from all claims of any brokers, other than Transwestern, claiming to have represented Lessee in connection with this Amendment. Lessor shall pay Transwestern a brokerage commission equal to four percent (4%) of the total Base Rent for the Extended Term (“Brokerage Commission”), due one hundred percent (100%) upon mutual execution of this Amendment. Lessee shall have the right to offset its rent if Lessor fails to pay the Brokerage Commission.

5.08.Address for Notices.  Any notices to be sent to Lessee shall be sent to the following addresses:

Wilshire State Bank

3200 Wilshire Boulevard

Los Angeles, CA 90010

Attention: David Kim, Chief Operations Administrator

6.Miscellaneous.

6.01.This Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.

6.02.Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.

6.03.In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.

6.04.The capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Amendment.

6.05.Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

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IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Amendment as of the day and year first above written.

LESSOR:
SAN PEDRO PROPERTIES,
a California limited partnership
By:	/s/ [ILLEGIBLE]
Name:	[ILLEGIBLE]
Title:	Partner
LESSEE:
WILSHIRE STATE BANK,
a California banking corporation
By:	/s/ Joanne Kim
Name:	Joanne Kim
Title:	President & C.E.O.

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EX-10.26

Exhibit 10.26

STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET

1.Basic Provisions (“Basic Provisions”)

1.1Parties: This Lease (“Lease”), dated for reference purposes only July 28, 2009, ismade by and between New Hampshire Apartments, Inc. (“Lessor”) and Wilshire State Bank (“Lessee”).

1..2(a)Premises: That certain portion of the project (as defined below), including all improvements thereon or to be provided by Lessor under the terms of this Lease, commonly known by the street address of 2424 Sepulveda Blvd., located in the City of Torrance, County of Los Angeles,State of CA, with zip code 90501, as outlined on Exhibit         attached hereto (“Premises”) and generally described as (describe briefly the nature of the Premises): Approximately 2,360Square Feet.

In addition to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, exterior walls or utility raceways of the building containing the Premises (“Building”) or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the “Project”. (See also Paragraph 2).

1.2(b)Parking: The use of Unreserved Parking Spaces for Lessee’s employees, agents and guests, plus six (6) Reserved Parking Spaces located at the front entrance to the Premises. (See also Paragraph 2.6)

1.3Term: Ten (10) years and Zero (0) months (“Original Term”) commencing July 1, 2009 (“Commencement Date”) and ending June 30, 2019.

1.4Early Possession: None

1.5Base Rent: $2.29 per Square Foot (“Base Rent”), payable on the First (1st) dayof each month commencing July 1, 2009. (See also Paragraph 4).

x If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.

1.6Lessee’s Share of Common Area Operating Expenses: Lessee’s Proportionate Share (“Lessee’s Share”).

1.7Base Rent and Other Monies Paid Upon Execution:

(a)  Base Rent: $5,415.85 for the period 7/1/2009-6/30/2019.

(b)  Common Area Operating Expenses: CAM Charge will be additionally included every month Your prorated share is 12.66%.

(c)  Security Deposit: $10,831.70 (“Security Deposit”). (See also Paragraph 5)

(d)  Other: 3% Annual Increase.

(e)  Total Due Upon Execution of this Lease: $17,465.55 $

1.8Agreed Use: Retail banking and general office (See also Paragraph 6)

1.9Insuring Party: Lessor is the “Insuring Party.” (See also Paragraph 8)

1.10Real Estate Broker: (See also Paragraph 15)

(a)  Representation: The following real estate brokers (the Brokers) and brokeragerelationship exists in this transaction:

Listing Agent: PRG Investment

Selling Agent: Trans-Western

Commission: Commission will be paid to Trans-Western in the amount of $4,000.00 & PRD Investment, Inc. in the amount of $2,000.00 by the landlord upon lease executed by both parties.

2.

2.1Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this

Torrance Branch Lease Agreement

2424 Sepulveda Blvd., Torrance (July 2009)

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Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon are not subject to revision whether or not the actual size is more or less.

2.2Condition. Lessor shall deliver that portion of the Premises contained within the Building (“Unit”) to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), loading doors, if any, and all other such elements in the Unit, other than those constructed by Lessee, shall be in good operating condition on said date and that the roof, bearing walls and foundation of the Unit shall be in good condition and free of material defects. If a non-compliance with such warrant exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor’s expense. The warranty periods shall be as follows: (i) six months as to the HVAC systems, (ii) 30 days as to the remaining systems and other elements of the Unit and (iii) unlimited as to the roof, bearing walls and foundation of the Unit. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls see Paragraph 7).

2.3Compliance. Lessor warrants that the improvements on the Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable laws, covenants or restrictions of record, regulations, and ordinances in effect on the Start Date (“Applicable Requirements”). Said warranty does not apply to the use to which Lessee will put the Premises or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor’s expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee’s sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Unit, Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows:

(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months. Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months Base Rent. If Lessee elects termination, Lessee shall deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.

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(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for the portion of such costs reasonably attributable to the Premises pursuant to the formula set out in Paragraph 7.1(d) provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease or either Lessor or Lessee reasonably determines that it is not economically feasible to pay its share thereof, such party shall have the option to terminate this Lease upon 90 days prior written notice to the other party unless the non-terminating party notifies the terminating party, in writing, within 10 days after receipt of the termination notice that the non-terminating party will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds mid deduct same, with Interest, from Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to finance Lessor’s share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.

(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall be fully responsible for the cost thereof, and Lessee shall not have any right to terminate this Lease.

2.4Acknowledgments. Lessee acknowledges that: (a) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said makers other than as set forth in this Lease; it being understood that Lessee has not conducted an environmental audit or an analysis of compliance with the ADA, and that Lessee has relied on the representations of Lessor with regard to these and other matters covered by Lessor’s representations in this Lease, to wit: the warranty set forth in Section 2.3 above. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.

2.5Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.

2.6Vehicle Parking. Lessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called “Permitted Size Vehicles.” Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor.

(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee’s employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.

(b) Lessee shall not service or store any vehicles in the Common Areas.

(c) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may

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have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

(d) In the event that Lessor begins charging visitors for parking, Lessor shall provide one hour free parking to Lessee’s customers and visitors at no charge to Lessee.

2.7Common Areas - Definition. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.

2.8Common Areas - Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas, Any such storage shall be permitted only by the prior written consent of Lessor or Lessor’s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

2.9Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations (“Rules and Regulations”) for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and to cause its employees, suppliers, shippers, customers contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project.

2.10Common Areas - Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to time:

(a) To make changes to the Common Areas including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;

(b) The close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;

(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas;

(d) To add additional buildings and improvements to the Common Areas;

(e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof; and

(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate.

3.Term.

3.1Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.

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3.2Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation the pay Base Rent shall be abated for the period of such early possession. All other terms of this Lease (including but not limited to the obligation to pay Lessor’s Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect during such period. Any such early possession shall not affect the Expiration Date.

3.3Delay in Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession as agreed, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease, Lessee shall not, however, be obligated to pay Rent or perform its other obligations until it receives possession of the Premises. If possession is not delivered within 60 days after the Commencement Date, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period. Lessee’s right to cancel shall terminate. Except as otherwise provided, if possession is not tendered to Lessee by the Start Date and Lessee does not terminate this Lease, as aforesaid, any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession of the Premises is not delivered within 4 months after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lesser and Lessee, in writing.

3.4Lessee Compliance. Lessor shall not be required to tender possession ofthe Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor’s election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.

4.Rent.

4.1Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent {“Rent”).

4.2Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with thefollowing provisions:

(a) “Common Area Operating Expenses” are defined, for purposes of this Lease, as all costs incurred by Lessor relating to the ownership and operation of the Project, including, but not limited to, the following:

(i) The operation, repair and maintenance, in neat, clean, good order and condition of the following:

(aa) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, and roof drainage systems.

(bb) Exterior signs and any tenant directories.

(cc) Any fire detection and/or sprinkler systems.

(ii) The cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered.

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(iii) Trash disposal, pest control services, property management, security services, and the costs of any environmental inspections.

(iv) Reserves set aside for maintenance and repair of Common Areas.

(v) Real Property Taxes (as defined in Paragraph 10).

(vi) The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8.

(vii) Any deductible portion of an insured loss concerning the Building or the Common Areas.

(viii) The cost of any Capital Expenditure to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such Capital Expenditure over a 12 year period and Lessee shall not be required to pay more than Lessee’s Share of 1/144th of the cost of such Capital Expenditure in any given month.

(ix) Any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense.

(b) Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project.

(c) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them.

(d) Lessee’s Share of Common Area Operating Expenses may be estimated by Lessor from time to time of Lessee’s Share of annual Common Area Operating Expenses and the same shall be payable monthly during each 12 month period of the Lease term, on the same day as the Base Rent is due hereunder. Lessor shall deliver to Lessee within 60 days after the expiration of each calendar year a reasonably detailed statement showing Lessee’s Share of the actual Common Area Operating Expenses incurred during the preceding year. If Lessee’s payments under this Paragraph 4.2(d) during the preceding year exceed Lessee’s Share as indicated on such statement, Lessor shall credit the amount of such over-payment against Lessee’s Share of Common Area Operating Expensesnext becoming due. If Lessee’s payments under this Paragraph 4.2(d) during the preceding year were less than Lessee’s Share as indicated on such statement, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement.

(e) In determining Lessee’s Share of the Common Area Operating Expenses, all expense categories shall be adjusted to one hundred percent (100%) project occupancy, and there shall be a five percent (5%) annual cap on all landlord controlled expenses.

(f) Lessee shall have the right to conduct an audit, at its own expense, of the determination of the Common Area Operating Expenses and Lessee’s Share thereof. Lessor agrees to make available its books and records and its employees, upon reasonable prior notice, to Lessee and its agents. To the extent that the audit reveals that Lessee’s Share of Common Operating Expenses is less than that actually paid by Lessee, Lessor shall return the excess amount paid, within 10 days of receipt by Lessor of the results of the audit.

(g) Lessor shall provide to Lessee on or before the date of execution of the Lease a line item breakdown of 2009 operating expense projections and 2008 actual operating expenses.

(h) In the event that real estate taxes are increased due to a sale, change in ownership, or reassessment of the Project, during the first five (5) years of the Lease Term, any such increase shall be excluded from the Common Area Operating Expenses.

4.3Payment Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month.

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Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating. In the event that any check,draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any late charges which may be due.

5.Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee’s faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor, along with a statement setting forth in reasonable detail an accounting for the portion so applied, deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lesser so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material, change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 14 days after the expiration or termination of this Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.

6.Use.

6.1Use. (a) Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use.

(b) Lessor agrees that no other portion of the Project shall be used or operated for retail banking for the term of this Lease and any extensions. Banking services include, without limitation, making-loans, accepting deposits, cashing checks, safe deposit boxes, issuance of letters of credit, cash management, ATMs and other services customarily associated with retail banks.

(c) At no additional charge, Lessee shall have the right to install an externally accessible ATM and deposit box.

6.2Hazardous Substances.

(a) Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the

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Premises, (ii) regulated or, prepared by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable state common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements. “Reportable Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonable required to be used in the normal course of the Agreed Use, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.

(b) Duty to Inform. If a responsible officer of either party hereto knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, such party shall immediately give written notice of such fact to the other party, and provide such other party with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.

(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or to the extent that it was materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by Lessee, or any third party acting at the direction of Lessee.

(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and reasonable out-of-pocket attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by Lessee, or any third party acting at the direction of Lessee (provided, however, that Lessee shall have noliability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Premises). Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.

(e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its agents, employees and lenders, harmless from and against any and damages, liabilities, judgments, claims, expenses, penalties, and reasonable out-of-pocket attorneys’ and consultants’ fees including the cost of remediation, arising out of or involving any Hazardous

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Substances on the Premises prior to the Start Date or which arise out of or involved the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

(f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee’s use (including “Alterations”, as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities; it being understood that reasonable prior written notice of such access must have been provided to Lessee and that Lessee shall have the right to have its employee accompany Lessor and Lessor’s agents.

(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1 (e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor’s rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i). Investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee’s commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, thisLease shall terminate as of the date specified in Lessor’s notice of termination. In addition, if the time required to complete such remediation is expected to exceed, or actually does exceed, three months, then Lessee may terminate the Lease upon written notice to Lessor.

6.3Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants which relate in any manner to the Premises, without regard to whether said requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor’s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to orinvolving the failure of Lessee or the Premises to comply with any Applicable Requirements.

6.4Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times, during business hours and upon prior written notice to Lessee for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. Lessee shall have the right to have its employee accompany Lessor and Lessor’s

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agents during any non-emergency inspection. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a contamination is found to exist or be imminent,. In such case, Lessee shall upon request reimburse Lessor for the reasonable out-of-pocket cost of such inspection, so long as such inspection is reasonably related to the violation or contamination.

7.Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.

7.1Lessee’s Obligations.

(a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3: (Lessee’s Compliance with Applicable Requirements), 7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14(Condemnation), Lessee shall, at Lessee’s sole expense, keep the Premises, Utility Installations (intended for Lessee’s exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee’s obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair.

(b) Service Contracts. Lessee shall, at Lessee’s sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels and (iii) clarifiers,. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and if Lessor so elects, Lessee shall reimburse Lessor, upon demand, for the reasonable cost thereof.

(c) Failure to Perform. If Lessee fails to perform Lessee’s obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days’ prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee’s behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly reimburse Lessor for the reasonable cost thereof. Lessee shall have the right to have its employee accompany Lessor and Lessor’s agents during any such entry to repair.

(d) Replacement. Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (i e. l/144th of the cost per month).

7.2Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee

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expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.

7.3Utility Installations; Trade Fixtures; Alterations.

(a) Definitions. The term “Utility installations” refers to all floor and window coverings, air lines, power panels, electrical distribution, security and fire protection systems, communication systems, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises. The term “Alterations” shall mean any modification of the improvements, other than Utility installations or Trade Fixtures, whether by addition or deletion. “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s prior written consent, which will not be unreasonably withheld or delayed. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month’s Base Rent in the aggregate or a sum equal to one month’s Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month’s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee’s posting an additional Security Deposit with Lessor.

(c) Indemnification. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialman’s lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor’s reasonable attorneys’ fees and costs.

7.4Ownership; Removal; Surrender; and Restoration.

(a) Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.

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(b)Removal. Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.

(c)Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Project) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

8.Insurance; Indemnity.

8.1Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy periods commencing prior to, or extending beyond, the term of this

Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date.

8.2Liability Insurance.

(a)Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $l,000,000 per occurrence with an annual aggregate of not less than $2,000,000, an “Additional Insured-Managers or Lessors of Premises Endorsement and contain the “Amendment of the Pollution Exclusion Endorsement” for damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an insured contract” for the performance of Lessee’s indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. All insurance carried by Lessee shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.

(b)Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.

8.3Property Insurance - Building, Improvements and Rental Value.

(a)Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value

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thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical less or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence.

(b)Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days (“Rental Value insurance”). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.

(c)Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee’s acts, omissions, use or occupancy of the Premises.

(d)Lessee’s Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.

8.4Lessee’s Property; Business Interruption Insurance.

(a)Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.

(b)Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils.

(c)No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business operations or obligations under this Lease.

8.5Insurance Policies. Insurance required herein shall be by companiesduly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a “General Policyholders Rating” of at least B+, V, as set forth in the most current issue of “Best’s Insurance Guide”, or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and

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maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

8.6Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7Indemnity. Except for Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants) fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified.

8.8Exemption of Lessor from Liability. Lessor shall not be liable for injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places. Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the provisions of any other lease in the Project. Notwithstanding Lessor’s negligence or breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee’s business or for any loss of income or profit therefrom. It being understood, however, that this section will not serve to limit the liability of Lessor for injury or losses caused by its willful misconduct.

9.Damage or Destruction.

9.1Definitions.

(a)“Premises Partial Damage” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month’s Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partiar or Total.

(b)“Premises Total Destruction” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 months Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

(c)“Insured Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved.

(d)“Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including

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demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.

(e) “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises.

9.2Partial Damage - - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect;. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor shall elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor shall either: (i) repair such damage as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

9.4Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6.

9.5Damage Near End of Term. If at any time during the last 6 months of this Lease (determined for this purpose with the assumption that Lessee shall exercise any option to extend the term of the Lease) there is damage for which the cost to repair exceeds six months Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or

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adequate assurance thereof needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee’s receipt of Lessor’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee’s option shall be extinguished.

9.6Abatement of Rent; Lessee’s Remedies.

(a)Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.

(b)Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. “Commence” shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

9.7Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(9) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee’s Security Deposit as has not been, or is not then requked to be, used by Lessor.

9.8Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.

10.Real Property Taxes.

10.1Definition, As used herein, the term. ’Real Property Taxes shallinclude any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. The term “Real Property Taxes” shall also include any tax, fee, levy, assessment or charge, or any increase therein, imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project or any portion thereof or a change in the improvements thereon. In calculating Real Property Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common.

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10.2Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Project, and except as otherwise provided in Paragraph 10.3, any such amounts shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph 4.2.

10.3Additional Improvements. Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assessor’s records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee’s request.

10.4Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the

respective valuations assigned in the assessor’s work sheets or such other information as may be reasonably available. Lessor’s reasonable determination thereof, in good faith, shall be conclusive.

10.5Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.

11.Utilities. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor’s sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the dumpster and/or an increase in the number of times per month that the dumpster is emptied, then Lessor may increase Lessee’s Base Rent by an amount equal to such increased costs.

12.Assignment and Subletting.

12.1Lessor’s Consent Required.

(a)Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent, which shall not be unreasonably withheld or delayed.

(b)Lessee may assign the Lease to an affiliate entity without Landlord approval,

(d) An assignment or subletting without consent shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.

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(e) Lessee’s remedy for any breach of Paragraph 12.1 byLessor shall be limited to compensatory damages and/or injunctive relief.

12.2Terms and Conditions Applicable to Assignment and Subletting.

(a)Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the Obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.

(b)Lessor may accept Rent or performance of Lessee’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lesson’s right to exercise its remedies for Lessee’s Default or Breach.

(c)Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.

(d)In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor’ s remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor.

(e)Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500, as consideration for Lessor’s considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested.

(f)Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writings.

(g)Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s obligations, Lessee may collect said Rent. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.

(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.

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(c)Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.

(d)No sublessee shall further assign or sublet all or any pad of the Premises without Lessor’s prior written consent.

(e)Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

13.Default; Breach, Remedies.

13.1Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:

(a) The abandonment of the “Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3  is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.

(b)The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee.

(c)The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts described in Section 7.1(b), (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a subordination required to be given pursuant to Section 30.1, (vi) any document requested under Paragraph 41 (easements), or (vii) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.

(d)A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b) or (c), above, where such Default continues for a period of 30 days after written notice; provided, however that if the nature of Lessee’s Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.

(e)The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days), (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.

(f)The discovery that any financial statement of Lessee given to Lessor was materially false.

13.2Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. The costs

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and expenses of any such performance by Lessor shall be due and payable by Lessee upon receipt of invoice therefor. If any check given to Lessor by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its option, may require all future payments to be made by Lessee to be by cashier’s check. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:

(a)Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover damages under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.

(b)Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s right to possession.

(c)Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to makers occurring or accruing during the term hereof or by reason of Lessee’s occupancy of the Premises.

13.3[Reserved].

13.4Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a one-time late charge equal to $100,. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event

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constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance.

13.5Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, within 30 days following the date on which it was due shall bear interest from the 31st day after it was due. The interest (“Interest”) charged shall be equal to the prime rate reported in the Wall Street Journal as published closest prior to the date when due plus 2%, but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.

13.6Breach by Lessor.

(a)Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor’s obligation is such that more than 30 days are reasonably required for its performance then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.

(b)Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee’s expense and offset from Rent an amount equal to the greater of one month’s Base Rent or the Security Deposit, and to pay an excess of such expense under protest, reserving Lessee’s right to reimbursement from Lessor. Lessee shall document the cost of said cure and supply said documentation to Lessor. d

14.   Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the floor area of the Unit, or more than 25% of Lessee’s Reserved Parking Spaces, is taken by Condemnation, Lessee may, at Lessee’s option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation for Lessee’s relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15.Brokerage Fees.

15.1Additional Commission. In addition to the payments owed pursuant to Paragraph 1.10 above, and unless Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if

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Lessee exercises any Option, (b) if Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the schedule of the Brokers in effect at the time of the execution of this Lease.

15.2Assumption of Obligations. Any buyer or transferee of Lessor’s interest in this Lease shall be deemed to have assumed Lessor’s obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue interest. In addition, if Lessor fails to pay any amounts to Lessee’s Broker when due, Lessee’s Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee’s Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker for the limited purpose of collecting any brokerage fee owed.

15.3Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finders fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.

16.Estoppel Certificates.

(a)  Each Party (as “Responding Party”) shall within 10 days after written notice from the other Party (the “Requesting Party”) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate” form published by the American Industrial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.

(b)  If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and (iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance. Prospective purchasers and encumbrances may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate.

(c)  If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

17.Definition of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. In the event of a transfer of Lessor’s title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding

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only upon the Lessor as hereinabove defined and the Lessor as hereinabove defined shall be fully liable for all of the obligations of the Lessor hereunder. Notwithstanding the above, and subject to the provisions of Paragraph 20 below, the original Lessor under this Lease, and all subsequent holders of the Lessor’s interest in this Lease shall remain liable and responsible with regard to the potential duties and liabilities of Lessor pertaining to Hazardous Substances as outlined in Paragraph 6.2 above.

18.Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

19.Days.  Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and refer to calendar days.

20.Limitation on Liability. Subject to the provisions of Paragraph 17 above, the obligations of Lessor under this Lease shall not constitute personal obligations of the individual partners of Lessor or its or their individual partners, directors, officers or shareholders, and Lessee shall look to the Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against the individual partners of Lessor, or its or their individual partners, directors, officers or shareholders, or any of their personal assets for such satisfaction.

21.Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.

22.No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises (except as to the specific warranties made by the Lessor herein). Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys’ fees), of any Broker with respect to negotiation, execution, delivery or performance by either Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

23.Notices.

23.1Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

23.2Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 48 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed given

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24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

24.Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term. covenant or condition hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment.

25.Disclosures Regarding The Nature of a Real Estate Agency Relationship.

(a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it haswith the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:

(i) Lessor’s Agent. A Lessor’s agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor’s agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent’s duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(ii) Lessee’s Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor’s agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent’s duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. (b) Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The above

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duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.

(b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys’ fees), of any Broker with respect to any breach of duty, error or omission relating to this Lease shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

(c) Buyer and Seller agree to identify to Brokers as “Confidential” any communication or information given Brokers that is considered by such Party to be confidential.

26.No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

27.Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28.Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as ff prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

29.Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located.

30.Subordination; Attornment, Non-Disturbance.

30.1Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, “Security device”), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

30.2Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of such new owner, this Lease shall automatically become a new Lease between Lessee and such new owner, upon all of the terms and conditions hereof, for the remainder of the term hereof, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor’s

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obligations hereunder, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be liable for the return of any security deposit paid to any prior lessor.

30.3DELETED

30.4Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31.Attorneys’ Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereinafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, “Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred. In addition, Lessor shall be entitled to attorneys” tees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach (S200 is a reasonable minimum per occurrence for such services and consultation).

32.Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times upon reasonable prior written notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary. Lessee shall have the right to have its employee accompany Lessor and Lessor’s invitees during such showings. It is further understood and agreed that, because Lessee is a financial institution, Lessor shall not have the right to examine or inspect Lessee’s books, records and other information located at the premises, except to the extent permitted by the lessee’s primary regulator. All such activities shall be without abatement of rent or liability to Lessee. Lessor may at any time place on the Premises any ordinary “For Sale” signs and Lessor may during the last 6 months of the term hereof place on the Premises any ordinary “For Lease” signs. Lessee may at any time place on the Premises any ordinary “For Sublease” sign.

33.Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor’s prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

34.Signs. Lessee may install, at Lessee’s expenses but at no additional charge to Lessee hereunder, the maximum building, storefront, pylon and monument signage permitted by applicable codes. Lessor hereby approves Lessee’s proposed signage as depicted in the diagrams attached hereto as Exhibit     , and consents to such advertising material as conforms to Lessee’s area-wide marketing practice. Lessor shall at its sole cost and expense prepare the exterior of the Premises in preparation for Lessee’s signage (including without limitation patching and repairing of holes left by prior Lessees’ signage). In addition, Lessee, at its cost, may install or place signs, awnings, or pylon signs in or about the Premises provided that Lessee obtains Lessor’s consent for all such exterior signs, which consent shall not be unreasonably withheld, conditioned or delayed. Lessee shall not be required to obtain

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Lessor’s consent for any promotional or advertising displays. During the first twelve (12) months of the Term, Lessee may also display promotional banners and awnings in and around the Premises and adjacent portions of the parking lot for its grand opening. All signs must comply with all Applicable Requirements.

35.Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor’s failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor’s election to have such event constitute the termination of such interest.

36.Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor’s actual reasonable costs and expenses (including but not limited to architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor is consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.

37.Lessee’s Options.

(a) Lessee shall have the right, at its sole option, at anytime after the eighty-fourth (84th) month of the Lease Term, to terminate the Lease upon not less than nine (9) months’ advance written notice to Lessor with a penalty equal to five (5) months’ of then Base Rent.

(b) Upon expiration of the initial Term, Lessee shall have two (2) options to extend the Lease for an additional five (5) years at 95% of fair market rental for comparable retail projects in the area. Lessee must give Lessor at least six (6) months’ prior written notice of its exercise of the option. The fair market rental shall be determined by taking the average of the Lessor’s and the Lessee’s real estate brokers and must be agreed upon in writing by Lessor and Lessee.

38.Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. Lessee shall have access to the Premises seven (7) days a week, twenty-four (24) hours a day.

39.Options. If Lessee is granted an option, as defined below, then the following provisions shall apply.

39.1Definition. “Option” shall mean: (a) the right to extend the term of or renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor; (b) the right of first

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refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

39.2Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.

39.3Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised.

39.4Effect of Default on Options.

(a)  Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.

(b)  The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of Paragraph 39.4 (a).

(c)  An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), (ii) Lessor gives to Lessee 3 or more notices of separate Default during any 12 month period, whether or not the Defaults are cured, or (iii) if Lessee commits a Breach of this Lease.

40.Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties.

41.Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.

42.Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay.

43.Authority; Representations. If either Party hereto is a corporation, trust, Limited Liability Company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each party shall, within 30 days after request, deliver to the other party satisfactory evidence of such authority. Lessor represents and warrants to Lessee that (i) fee title to the Project and Premises is vested

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in Lessor, and, as of the date of this Lease, is subject to no defects or encumbrances that would prevent or interfere with the Agreed Use; (ii) by executing this Lease and by allowing Lessee to use the Premises for the Agreed Use, Lessor is not violating and will not be violating any restrictive covenant or agreement contained in any other lease or contract affecting Lessor or the Premises; (iii) except as disclosed to Lessee in writing prior to Lessee’s execution of this Lease, there is no active litigation with respect to the Project involving other existing or prior tenants, adjacent landowners or governmental agencies and (iv) Lessor has the authority to enter into this Lease and its execution and delivery by Lessor has been duly authorized.

44.Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

45.Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

46.Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

47.Multiple Parties. If more than one person or entity is named herein as either Lessor or Lessee, such multiple Parties shall have joint and several responsibility to comply with the terms of this Lease.

48.Waiver of Jury Trial. The Parties-hereby waive their respective rights to trial by jury in any action or proceeding involving the Property or arising out of this Agreement.

49.Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease [ ] is [x] is not attached to his Lease.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PRQVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND

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OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPANY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

The Parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.

Executed at:
On:	8-12-09
By Lessor
New Hampshire Apartment, Inc.
By:	/s/ Joseph B. Ghim
Name Printed:	Joseph B. Ghim
Title:	President
Executed at:
On:	July 30, 2009
By Lessee:
By:	/s/ David Kim
Name Printed:	David Kim
Title:	Sr. Vice President

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EX-10.27

Exhibit 10.27

LEASE AGREEMENT dated August, 12 2009

KAM HING REALTY-NYC, LLC, Landlord

WILSHIRE STATE BANK, Tenant

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TABLE OF CONTENTS

Caption	Article	Page
Acknowledgments	—	38
Acts of Invitees, et al.	5.04	21
Additional Areas/License	1.03	4
additional rent	3.01	12
Alterations	4.03	17
As Is	1.02	4
Assignment and Subletting	7.01	24
Attorneys’ Fees and Costs	11.14	33
Basement	1.06	5
Broker	11.05	31
Captions	11.08	32
Changes and Additions to Buildings	4.02	16
Compliance with Laws	3.05	14
Covenants	11.06	31
Default	6.01	21
Definitions	11.09	32
Demised Premises	1.01	4
Due Authorization	11.10	33
Eminent Domain	9.02	29
Entire Agreement	11.13	33
Estoppels	8.02	27
Force Majeure	2.02	6
Hazardous Materials	12.01	34
Hold Harmless	5.03	20
Holdover	11.04	30
Invalidity of Particular Provisions	11.12	33
Landlord’s Covenant of Quiet Enjoyment	11.01	30
Landlord’s Liability	4.05	19
Landlord’s Obligations	4.01	16
Landlord’s Right to Enter	4.04	18
Late Charges	2.06	7
Lease Term	2.01	5
Liability Insurance	5.01	20
Mechanic’s Liens	4.06	19
Mutual Waiver	11.15	33
No Attornment	2.05	7
No Waiver	6.02	23
No Waste	11.02	30
Notices	11.07	31
Option to Extend Lease	2.12	9
Past Rent Due	2.07	7
Plate Glass	5.02	20

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Caption			Article	Page
Real Estate Taxes			3.02	12
Recording			11.11	33
Remedies Cumulative			6.06	24
Rent Payment			2.03	6
Rent Schedule			2.04	6
Restoration			9.01	28
Restoration of Security			2.09	8
Return of Security			2.11	8
Right to Cancel — Tenant			2.13	10
Right to Cancel — Landlord			2.14	11
Rubbish			3.07	16
Rules and Regulations			13.01	35
Security			2.08	8
Security Gates			10.02	30
Sidewalk			1.05	5
Signage			10.01	29
Subordination and Non-Disturbance			8.01	26
Surrender			11.03	30
Tenant’s Utilities			3.06	15
Tenant’s Proportionate Share			3.04	14
Transfer of Security			2.10	8
Use			1.04	5
Venue			6.05	23
Waiver of Jury Trial			6.03	23
Waiver of Landlord’s Lien			11.16	33
Waiver of Redemption			6.04	23
Water/Sewer Charges and Gas			3.03	14
Schedule Al	-	Demised Premises Floor Plan
Schedule A2	-	Landlord’s Work
Schedule B	-	Surrender Declaration
Schedule C	-	Subordination, Non-Disturbance And Attornment Agreement
Schedule D	-	Tenant’s Plans

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AGREEMENT OF LEASE made as of this 12th day of August, 2009, between KAM HING REALTY-NYC, LLC, having an office at 308 Fifth Avenue, New York, New York 10001, LANDLORD and WILSHIRE STATE BANK, a California banking corporation, with offices at 3200 Wilshire Blvd., 7th Floor Los Angeles, California 90010, TENANT;

WITNESSETH:

ARTICLE I

1.01DEMISED PREMISESIn consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of Tenant to be observed and performed, Landlord demises and leases to Tenant, and Tenant rents from Landlord, the ground floor, excepting the common area vestibule thereof, the second floor and the basement, subject to Landlord’s right of access to the basement hereinafter set forth, in that building known as and by the street address 308 Fifth Avenue, New York, New York 10001 (the “Building”), which premises consists of approximately 7,544 square feet of floor area, and which is hereinafter referred to as the ‘‘Demised Premises” and more particularly shown on the attached Schedule A-1.

1.02AS ISTenant represents that neither Landlord’s agents nor any broker or salesman or any person has made any representation with respect to said Building or Demised Premises except as herein expressly set forth. Tenant shall accept the Demised Premises in its “as is” condition as of the date hereof; subject to same being in “broom-clean” condition, vacant and free of all tenancies or occupancies, free of all building code violations and in compliance with all applicable laws and fire codes, and that the Building systems serving the Demised Premises shall be in good and working order and further subject to completion of Landlord’s Work described and set forth and defined in Schedule A-2 hereof. Notwithstanding the foregoing, Landlord shall be responsible for any latent defects in the Demised Premises including, without limitation, the Building systems serving same, for a period of one (1) year following the Rent Commencement Date.

1.03ADDITIONAL AREAS/LICENSE(a) The use and occupation of the Demised Premises by Tenant shall include the use, in common with others entitled to such use, of the common areas, vestibule, elevator, internal stair and halls, and other facilities as may be designated from time to time by Landlord, but excluding those located within the Demised Premises, subject, however, to the terms and conditions of this Agreement, and to reasonable rules and regulations for the use thereof as prescribed, in writing, from time to time by Landlord. Such additional areas are specifically not included in the “Demised Premises” and are in the sole control of Landlord, including the right to lease or license such common areas.

(b)All common areas and facilities not within the Demised Premises, which Tenant may be permitted to use, are to be used under a license, and if the amount of such areas be diminished, Landlord shall not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall the diminution of such areas be

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deemed constructive or actual eviction; provided that same does not adversely affect Tenant’s access to and/or the use and occupancy of the Demised Premises as contemplated herein.

(c)Tenant and Tenant’s employees and agents shall not solicit or conduct business or display merchandise in the common areas, nor shall Tenant distribute any handbills or other advertising matter in the common areas or to customers in the common areas.

(d)The provisions of this Article 1.03 (a), (b) and (c) to the contrary notwithstanding, Tenant shall have the right to install an automatic teller machine (“ATM”) and/or deposit box through its outside front wall on the ground floor of the Building such that Tenant’s customers may access and use the ATM and/or deposit box from the sidewalk, as Tenant may determine and as allowed by applicable law, rule or regulation.

1.04USE    Tenant shall use and occupy Demised Premises for a bank branch and administrative and general offices, and no other purpose. Tenant will not use, or permit or suffer the use of, the Demised Premises for any other business or purpose, except with the prior consent of Landlord. Landlord agrees that no other portion of the Building shall be used or operated for retail banking during the term of this Lease and any extensions thereof. This restriction upon further retail banking includes making loans, accepting deposits, cashing checks, trust services, safe deposit box rental, issuance of letters of credit, bank acceptances; or other banking facilities, cash management, ATM services and other services customarily associated with retail banks.

1.05SIDEWALKTenant shall be responsible for performing or engaging such services, as required, to remove snow, ice, litter and debris from the sidewalk abutting the Building. Maintenance of the sidewalk area in front of the Building shall be the responsibility of Tenant.

1.06BASEMENT    Tenant acknowledges that its use of the basement is at its own risk, subject to the certificate of occupancy of the Premises. Landlord makes no representations or warranties to Tenant as to the fitness of the basement space for any use, including storage, and Landlord shall not be liable to Tenant for damages sustained to Tenant’s property in the basement by any cause except Landlord’s and/or Landlord’s agents’, employees’ or contractors’ negligence and subject to Article 4.05 hereof.

ARTICLE II

2.01LEASE TERM(a) The term of this Lease (the “Lease Term”) shall commence as of the Commencement Date, hereinafter defined, and shall end on the last day of that month following the tenth (10th) anniversary of the Mark Date, hereinafter defined (the “Expiration Date”), unless sooner terminated or extended as provided for herein.

(b)The “Commencement Date” is that date on which possession of the Demised Premises is delivered to Tenant with all of Landlord’s Work substantially completed, subject to punch list items, and otherwise as required under this Lease. The Commencement Date shall be confirmed by letter agreement between the parties; provided that the parties failure to enter into

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same shall have no effect on the actual Commencement Date.

(c)The first Lease Year shall include that portion of the month from the Commencement Date to the last day of the month in which the Commencement Date occurs, and, in addition, from the first day of the month following the Commencement Date (the “Mark Date”) to the day immediately preceding the first anniversary of the Mark Date. Successive Lease Years shall follow consecutively from the first anniversary of the Mark Date.

(d)Landlord shall deliver possession of the Demised Premises to Tenant on or before September 30, 2009. In the event that Landlord is unable to deliver the Demised Premises on or before September 30, 2009, then Tenant shall receive an abatement of Base Rent of two (2) days for each day from and after October 1, 2009 that Landlord fails to deliver possession of the Demised Premises to Tenant. The abatement shall be increased to three (3) days for each day from and after November 1, 2009 that Landlord fails to deliver possession of the Demised Premises to Tenant. In the event that possession is not delivered to Tenant and the Commencement Date is not established on or before December 1, 2009, then and at any time on or after December 1, 2009, Tenant shall have the right to continue to accrue the abatement of rent or to cancel this Lease and obtain a refund of the Lease security and first month’s rent paid upon execution hereof.

2.02FORCE MAJEUREIn the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strike, lockouts, labor trouble, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war, or other reason of a like nature, not the fault of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of such delay. The provisions of this section shall not operate to excuse Tenant from the prompt payment of rent, additional rent, or any other payments required by the terms of this Lease.

2.03RENT PAYMENTTenant covenants and agrees to pay to Landlord during the term of this Lease at the annual Base Rental rates set forth in Article 2.04 below without notice or demand and without abatement, deduction or set-off of any amount whatsoever, except as and if hereinafter specifically provided, which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, in equal monthly installments in advance on the first day of each month during said term, at the office of Landlord or such other place as Landlord may designate, except that Tenant shall pay the first monthly installment on the execution hereof.

2.04RENT SCHEDULE(a) Tenant covenants and agrees to pay to Landlord during the term of this Lease the following Base Rent:

PERIOD (in Lease Years)		ANNUAL BASE RENT			MONTHLY BASE RENT
First	-	$	371,652.00	-	$	30,971.00
Second	-	$	382,800.00	-	$	31,900.00
Third	-	$	394,284.00	-	$	32,857.00
Fourth	-	$	406,116.00	-	$	33,843.00
Fifth	-	$	418,296.00	-	$	34,858.00
Sixth	-	$	430,848.00	-	$	35,904.00
Seventh	-	$	443,772.00	-	$	36,981.00
Eighth	-	$	457,080.00	-	$	38,090.00
Ninth	-	$	470,796.00	-	$	39,233.00
Tenth	-	$	484,920.00	-	$	40,410.00

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(b)(i)    The foregoing provisions to the contrary notwithstanding, Tenant’s obligations to pay Base Rent and additional rent are abated for the four (4) month period commencing on the Commencement Date and terminating on that date which is four (4) months from the Commencement Date (the “Rent Commencement Date”). In the event that the Rent Commencement Date is not the first day of the month, then Tenant shall apportion and pay the monthly installment of Base Rent, on a per diem basis, until the first day of the month next succeeding the Rent Commencement Date, and thereafter the Base Rent shall be payable as hereinabove provided. The first monthly installment of Base Rent paid upon execution of the Lease and referred to in Article 2.03 above shall be applied to the month next succeeding the Rent Commencement Date.

(ii)    In addition to all other abatements of Base Rent and additional rent hereunder, Tenant shall receive a further abatement of Base Rent of fifteen thousand ($15,000.00) dollars, which is the agreed upon cost of construction of the demising wall between the Demised Premises and the common area vestibule, which demising wall will be constructed by Tenant at Tenant’s expense until reimbursed pursuant to this Article 2.04(b)(ii). The Tenant’s rent abatement pursuant to this sub-Article 2.04(b)(ii) shall by applied to the Base Rent due to Landlord as of the Rent Commencement Date and thereafter, and after those abatements of rent pursuant to Article 2.01(d), if any, until Tenant is fully reimbursed for its construction costs aforesaid.

2.05NO ATTORNMENTAll checks tendered to Landlord as and for the rent of the Demised Premises shall be deemed payment for the account of Tenant. Acceptance by Landlord of rent from anyone other than Tenant shall not be deemed to operate as an attornment to Landlord by the payor of such rent, or as a consent by Landlord to an assignment or subletting by Tenant of the Demised Premises to such payor, or as a modification of the provisions of this Lease, except by writing, signed by Landlord, explicitly consenting to such assignment or subletting or accepting any such Lease modification.

2.06LATE CHARGESIn the event that the Base Rent or additional rent reserved herein is not received by Landlord within ten (10) days after the due date, a late charge equal to four (4%) percent of the late payment shall accrue and become immediately due and payable to Landlord. The foregoing notwithstanding, no late charge shall accrue or be due and payable upon Tenant’s failure to timely pay Base Rent or additional rent, as aforesaid, until the second such occasion in any twelve (12) month period.

2.07PAST RENT DUEIf Tenant shall fail to pay Base Rent and/or additional rent after the same is due and payable and after lapse of the “grace” period described in Article 2.06 above, if applicable, and after five (5) business days after notice of such failure from Landlord,

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then such unpaid amounts shall bear interest from the original due date thereof to the date of payment at the rate of twelve (12%) percent per annum or maximum legal rate of interest, whichever is lower.

2.08SECURITYTenant shall deposit with Landlord the sum of $31,829.00 as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults, beyond applicable notice, grace and cure periods, in respect of any of the terms, provisions and conditions of this Lease, including but not limited to, the payment of Base Rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Base Rent and/or additional rent as to which Tenant is in default, beyond applicable notice, grace and cure periods, or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default, beyond applicable notice, grace and cure periods, in respect to any of the terms, covenants and conditions of this Lease, including but not limited to, any damages or deficiency in the re-letting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Tenant shall not be permitted to apply the security deposit to any Base Rent or additional rent payment at any time during the term of this Lease. If Tenant fails to deliver the Premises in the condition as required pursuant to this Lease, whether at the expiration of the term or sooner termination, Landlord may without notice or further authority use the security deposit to repair, clean or maintain the Demised Premises pursuant to the terms of this Lease and shall return any excess not so applied to Tenant as set forth herein.

2.09RESTORATION OF SECURITYShould the entire security deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of Base Rent or additional rent or other sums due and payable to Landlord by Tenant hereunder, or if the Tenant fails to maintain the Premises as required and Landlord uses the security deposit then on hand to make such repairs or perform such maintenance as is required, then Tenant shall, upon the written demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to restore said security to the original sum deposited within ten (10) business days after receipt of demand. Failure to make the payment required herein shall constitute a default.

2.10TRANSFER OF SECURITYIn the event of a sale of the land and Building or leasing of the Building of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and, upon acknowledgement by such vendee or lessee to Tenant of its receipt of the security, Landlord shall thereupon be released by Tenant from all liability for the return of such security, and Tenant agrees to look solely to the new Landlord for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord.

2.11RETURN OF SECURITYIn the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned without interest to Tenant within thirty (30) days after the date fixed at

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the end of the Lease and delivery of possession of the entire Demised Premises to Landlord.

2.12OPTION TO EXTEND LEASE(a) Provided that Tenant is not in default, beyond applicable notice, grace and cure periods, of any of the terms and conditions hereunder, it shall have the option to extend this Lease under the same terms and conditions for one (1) additional five (5) year period (the “Extension Term”), except that the Base Rent to be paid during the Extension Term shall be as determined below. The Extension Term  shall commence on eleventh anniversary of the Mark Date and expire on the day prior to the sixteenth anniversary of the Mark Date, unless sooner terminated pursuant to the terms hereof. The option to extend the Lease must be exercised by Tenant on or prior to that date which is nine (9) months before the expiration of the Lease Term.

(b)The parties shall have sixty (60) days after Landlord receives the notice of election to exercise option in which to agree on Base Rent for the first Lease Year of the Extension Term. If the parties agree on the Base Rent for the first year of the Extension Term during that sixty (60) day period, then they shall immediately execute an amendment to this Lease stating the Base Rent.

(c)If the parties are unable to agree on the Base Rent for the first Lease Year of the Extension Term within that sixty (60) day period, then within thirty (30) days after the expiration of such 60 day period the parties shall appoint a real estate appraiser with at least 5 years’ full-time commercial appraisal experience in the area in which the Building is located to appraise and set the Base Rent for the first Lease Year of the Extension Term. If the parties cannot agree upon an appraiser within thirty (30) days, then within ten (10) days after the expiration of such 30 day period each party, at its cost and by giving notice to the other party, shall appoint a real estate appraiser with at least five (5) years’ full-time commercial appraisal experience in the area in which the Building is located to appraise and set the Base Rent for the first Lease Year of the Extension Term. If a party does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Base Rent for the first year of the Extension Term. If the two (2) appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the Base Rent for the first Lease Year of the Extension Term. If they are unable to agree within thirty (30) days after the second appraiser has been appointed, the appraisers shall elect a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after the last day the two (2) appraisers are given to set the Base Rent. If they are unable to agree on the third appraiser, either of the parties to this Lease by giving ten (10) days notice to the other party may apply to the then president of the New York County real estate board, or to the presiding judge of the Supreme Court of New York County, for the selection of a third appraiser who meets the qualifications stated in this paragraph. Each of the parties shall bear one half of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party.

(d)Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set the Base Rent for the first Lease Year of the Extension Term. If a majority of the appraisers are unable to set the Base Rent within the stipulated period of time, the three (3)

9

appraisals shall be added together and their total divided by three (3); the resulting quotient shall be the Base Rent for the Demised Premises for the first Lease Year of the Extension Term.

(e)However, if the low appraisal and/or the high appraisal are more than fifteen (15%) percent lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded. If only one appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by two (2); the resulting quotient shall be the Base Rent for the Demised Premises for the first Lease Year of the Extension Term. If both the low appraisal and the high appraisal are disregarded as stated in this paragraph, the middle appraisal shall be the Base Rent for the Demised Premises for the first Lease Year of the Extension Term

(f)After the Base Rent for the first Lease Year of the Extension Term has been set, the appraisers shall immediately notify the parties. If Tenant objects to the Base Rent that has been set, Tenant has the right to have this Lease expire at the end of the Lease Term, provided that Tenant pays all the reasonable out of pocket costs in connection with the appraisal procedure that set the Base Rent. Tenant’s election to allow this Lease to expire at the end of the Lease Term must be exercised within thirty (30) days after receipt of notice from the appraisers of the Base Rent for the first year of the Extension Term. If Tenant does not exercise its election within the thirty (30) day period, the Lease Term shall be extended as provided in this Article.

(g)Until the Base Rent for the first Lease Year of the Extension Term is determined, as hereinabove provided, Tenant shall continue to pay the monthly Base Rent of the preceding Lease Year. Upon determination of the Base Rent for the first Lease Year of the Extension Term, Tenant shall forthwith remit the difference between the Base Rent it had been paying during the Extension Term, pursuant to the preceding sentence hereof, and the monthly Base Rent amount, as determined for the first Lease Year of the Extension Term, for the lapsed months of the Extension Term.

(h)The Base Rent for each of the second (2nd) through fifth (5th) Lease Years of the Extension Term will be three (3.0%) greater than the Base Rent paid by Tenant in the immediately preceding Lease Year during the Extension Term.

2.13RIGHT TO CANCEL-TENANT(a) Tenant shall have the right to cancel the Lease at any time after the expiration of the seventh (7th) Lease Year upon the following terms and conditions:

(i)Tenant gives Landlord at least fifteen (15) months prior written notice of its intention to vacate on a date specified in such notice (the “Vacate Date”); and

(ii)Tenant vacates the Demised Premises on the Vacate Date and delivers to Landlord vacant, unencumbered possession of the Demised Premises, free and clear of all tenants, subtenants, occupants and any rights of tenants, subtenants or occupants, and of all liens and/or rights to impose liens obtained by tenants, subtenants or occupants; and

(iii)Tenant signs and delivers to Landlord on the Vacate Date a Surrender Declaration in form annexed as Schedule B; and

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(iv)Tenant tenders to Landlord on or before the Vacate Date the keys to the Demised Premises.

(b)The Tenant’s right to cancel, as set forth in Article 2.13(a) above, shall not be carried into the Extension Term.

2.14RIGHT TO CANCEL-LANDLORD(a)  If Landlord shall determine to demolish the entire Building of which the Demised Premises forms a part for reasons other than a casualty or condemnation, then and in such event Landlord shall have the right to cancel this Lease and the term demised herein, at any time after the expiration of the seventh (7th)Lease Year, including any Extension Term, upon the following terms and conditions:

(i)Landlord gives Tenant prior written notice (the “Termination Notice”) during the term of this Lease, which Termination Notice shall specify a cancellation date (the “Cancellation Date”) which shall be at least fifteen (l5) months after the date of the Termination Notice and shall fall on the last day of a calendar month; and

(ii)Upon Tenant delivering to Landlord vacant, unencumbered possession of the Demised Premises, free and clear of all tenants, subtenants, occupants and any rights of tenants, subtenants or occupants, and of all liens and/or rights to impose liens obtained by tenants, subtenants or occupants, on or before the Cancellation Date, Landlord shall pay to Tenant: (A) the unamortized cost of Tenant’s leasehold improvements and (B) three (3%) percent of the unamortized cost of Tenant’s leasehold improvements from the Commencement Date until the Cancellation Date. Tenant will be provided an abatement of six (6) months then current Base Rent commencing from the Termination Notice. For the purposes of this Article 2.14(a)(ii), leasehold improvements shall be deemed completely amortized over ten (10) years.

(b)The parties acknowledge that in the event Landlord exercises its right under Article 2.14(a), then it is essential that the Landlord have possession of the Demised Premises free of tenancies and of all rights of occupancy on or before the Cancellation Date. Tenant covenants and agrees (i) that this Lease shall terminate on the Cancellation Date with the same force and effect as though said date were initially set forth as the expiration date, and (ii) to vacate the Demised Premises by no later than the closing of business on the Cancellation Date and agrees that time shall be of the essence with respect to such time and date..

(c)If Tenant fails for any reason to vacate the Demised Premises by the close of business on the Cancellation Date, then Tenant agrees that the measure of damages to be sustained by Landlord as a result thereof are substantial, but unascertainable as of the date of execution of this Lease and, therefore, Tenant agrees to pay for use and occupancy of the Demised Premises at the rate of 200% of the then current Base Rent, plus additional rent for each and every day that Tenant shall remain in possession of the Demised Premises beyond the Cancellation Date. Nothing herein contained shall be deemed to constitute consent of Landlord to Tenant remaining in possession of the Demised Premises beyond the Cancellation Date.

(d)If Landlord delivers to Tenant a Termination Notice as aforesaid, and thereafter fails to actually demolish the entire Building within twenty (20) months from the Cancellation

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Date, then Landlord shall pay to Tenant the additional sum of Three Hundred Thousand ($300,000.00) Dollars as and for liquidated damages resulting from such early termination of this Lease. Landlord’s obligations hereunder shall survive the termination of this Lease.

ARTICLE III

3.01ADDITIONAL RENTWhenever under the terms of this Lease any sum of money is required to be paid by Tenant in addition to the Base Rent herein reserved, and said additional amount so to be paid is not designated as “additional rent,” or provision is not made in the Article covering such payment for the collection of said amount as “additional rent”, then said amount shall nevertheless, at the option of Landlord, if not paid when due, be deemed “additional rent” and collectible as such with any installment of rent thereafter falling due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment of any sum at the time the same became due and payable hereunder, or limit any other remedy of Landlord. Failure to pay such items when due shall constitute a default, after expiration of all applicable notice, grace and cure periods pursuant to the terms of this Lease.

3.02REAL ESTATE TAXES(a) Commencing July 1, 2010, Tenant shall pay to Landlord, as additional rent hereunder, sixty-two and five-tenths (62.5%) percent of Real Estate Taxes (“Tenant’s Tax Share”) in excess of the Real Estate Taxes paid in the base tax fiscal year period commencing July 1, 2009 and ending June 30, 2010 (the “Base Year”). “Real Estate Taxes” shall include, but not be limited to the total of all taxes and expenses or other assessments (including business/special improvement district assessments) levied, assessed or imposed at any time by any governmental authority upon or against the land on and Building in which the Demised Premises is located identified by the New York County Tax Block and Lot Numbers as follows: Section 3, Block 833, Lot 42. In the event that Landlord shall construct an addition or enlargement of any floor, or construct additional floor(s), to the Building, then Tenant’s Tax Share of the Real Estate Taxes shall be adjusted to be that percentage which is 62.5% minus one-half (1/2) of that percentage obtained by dividing the square footage of the addition or enlargement by the present square footage of the Building. Any payment of interest for late payment of Real Estate Taxes shall not be included in the definition of Real Estate Taxes and shall be the sole responsibility of Landlord. All refunds, rebates and discounts received by Landlord in connection with such Real Estate Taxes shall be deducted and Landlord’s reasonable out of pocket costs to obtain same, if any, shall be added prior to the calculation of Tenant’s Tax Share for those periods when such Real Estate Taxes are paid or payable by Tenant.

(b)Amounts payable under this Article shall be due and payable without set-off or deduction, within thirty (30) days after Landlord renders a bill therefor to Tenant, together with a copy of the tax bill for the Building for the Tax Year in question and the tax bill for the Base Year. Copies of bills submitted by Landlord for any items included in Real Estate Taxes shall be sufficient and conclusive evidence of the amount of Real Estate Taxes and shall be deemed conclusive and binding upon Tenant for purposes of calculation of the amount of additional rent to be paid by Tenant pursuant to this Article, unless Tenant notifies Landlord within one hundred eighty (180) days after receipt of such statement that Tenant disputes the correctness thereof. Pending resolution of such dispute, Tenant shall pay the additional rent in accordance therewith, but such payment shall be without prejudice to Tenant’s position. Any additional rent payable

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pursuant to this Article for a portion of a Tax Year shall be adjusted in proportion to the number of days in such Tax Year during which this Lease is in effect. A “Tax Year” is equivalent to the New York City fiscal year, currently July 1st to June 30th. The obligation of Tenant with respect to any additional rent pursuant to this Article applicable to the last Tax Year of the Lease Term or Extension Term, shall survive the expiration of the Lease Term or Extension Term subject to the following sentence. Landlord’s failure to render bills for Real Estate Taxes under the provisions of this Article shall not prejudice its right to thereafter render said bill or bills for such fiscal year or any subsequent fiscal year, so long as Landlord delivers same within one (1) year of the end of any such fiscal year. The Base Rent reserved and covenanted to be paid herein by Tenant to Landlord shall in no way be increased or decreased or otherwise affected or imposed by reason of this Article.

(c)In lieu of the collection method described in Article 3.02(b) above, Landlord may elect to collect the Real Estate Taxes as hereinafter set forth. Commencing July 1, 2010, and on the first day of each month thereafter during the term hereof, Tenant shall pay, together with each monthly installment of Base Rent, one twelfth (l/12th) of Tenant’s Tax Share of the Real Estate Taxes for the current Tax Year, if available, in excess of the Base Year Real Estate Taxes. If the amount of such current Real Estate Taxes is not available, Tenant shall pay one-twelfth (l/12th) of Tenant’s Tax Share of Real Estate Taxes, above the Base Year Real Estate Taxes, based upon the Real Estate Taxes paid during the immediately preceding Tax Year until the amount of current Real Estate Taxes is made available. Upon the amount of current Real Estate Taxes being made available, Tenant shall forthwith remit the difference between the Tenant’s Tax Share of Real Estate Taxes it had been paying pursuant to the preceding sentence hereof and the Tenant’s Tax Share of Real Estate Taxes, as made available, for the lapsed months of the new Tax Year. In the event that Tenant’s actual Tax Share of Real Estate Taxes is less than the Tax Share of Real Estate Taxes Tenant had been paying as aforesaid, then Landlord shall credit against rent and/or promptly refund to Tenant any such overage paid to Landlord, which obligation shall survive the expiration or earlier termination of this Lease.

(d)If the Real Estate Taxes for any Tax Year shall be reduced after Tenant shall have paid Tenant’s Tax Share of such Real Estate Taxes, then Landlord shall refund to Tenant within sixty (60) days thereafter Tenant’s Tax Share of the net refund received by Landlord after deduction of Tenant’s Tax Share of reasonable out of pocket expenses, including fees of attorneys and real estate professionals, incurred by Landlord in connection with reducing the assessed valuation and obtaining the refund. If the Real Estate Taxes for any Tax Year shall be reduced before having been paid, the amount of Landlord’s reasonable costs and expenses of obtaining such reduction (but not exceeding the amount such reduction) shall be added to and be deemed part of the Real Estate Taxes for such Tax Year. For purposes of this Lease, in the event that in any Tax Year Real Estate Taxes are reduced to an amount less than Real Estate Taxes for the Base Year, Real Estate Taxes shall nevertheless be deemed to be equal to the Real Estate Taxes for the Base Year.

(e)Only the installments due during any Lease Year shall be included in the Real Estate Taxes for that Lease Year; any portion of any assessment deemed payable after the term of this Lease, or any extension of the Lease, shall not be Tenant’s obligation.

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(f)Landlord warrants and represents to Tenant that none of the expenses included within Real Estate Taxes shall be included within any other charge payable under this Lease.

(g)Anything contained herein to the contrary notwithstanding, in no event shall Tenant be obligated to pay any estate, inheritance, succession, capital levy, corporate franchise, gross receipts, transfer or income tax of Landlord, or any charges in replacement or substitution of or similar in character to the foregoing, nor shall any of the same be deemed taxes payable by Tenant hereunder, unless the same be imposed in lieu of the taxes and assessments payable by Tenant hereunder, and then only to the extent that any such tax is solely applicable to commercial property owners and the same would be payable if the Building were the only property of Landlord subject to such alternate tax. In the event a tax is levied in substitution for a tax which Landlord presently pays without reimbursement from Tenant, Landlord shall pay such new tax without reimbursement from Tenant.

(h)In the event Landlord elects to cause one or more separate tax lots to be established for components of the Building, Tenant’s payment of its Tax Share of the Real Estate Taxes will, in no event, be greater than it would otherwise have been had Landlord not elected to cause separate tax lots to be established.

(i)Landlord’s and Tenant’s obligations under this Article 3.02 shall survive termination of this Lease.

3.03WATER/SEWER CHARGES and GAS(a) Tenant shall pay to Landlord as additional rent within thirty (30) days of demand therefor, together with evidence of the charges therefor from the respective utility company, a sum equal to Tenant’s proportionate share of all water charges, sewer rents and gas costs (“Water/Sewer & Gas Costs”) that Tenant’s floor area bears to all floor are in the Building, as such items shall become payable.

(b)Landlord, in its sole discretion, may provide Tenant with a reasonably estimated annual budget based on the prior calendar year charges evidenced to Tenant for Water/Sewer & Gas Costs for the Building, in which event Tenant agrees to pay on the first day of each month, in equal monthly installments without notice or demand therefor, its proportionate share of this estimate. Landlord will provide an itemized accounting at the end of the fiscal year of all Water/Sewer & Gas Costs incurred during the preceding period, at which time Tenant shall be either credited or assessed for the difference between the estimated and actual Water/Sewer & Gas Costs. All assessments shall be paid within thirty (30) days of demand, together with evidence of the charges therefor from the respective utility company.

3.04TENANT’S PROPORTIONATE SHAREFor the purposes of this Lease, the Tenant’s floor area is 7,544 square feet. The total floor area of the Building is 14,297 square feet. Tenant’s proportionate share of Water/Sewer & Gas Costs is 53% [7,544 ÷ 14,297].

3.05COMPLIANCE WITH LAWS(a)  Subject to Landlord’s Work being completed in compliance with all applicable laws, Tenant agrees at its own cost and expense to keep the Demised Premises in such order and condition as shall conform to all applicable orders, rules and regulations of all municipal, state and federal departments, boards, commissions and governmental agencies now existing or hereafter created and, at its own cost and expense,

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promptly execute and comply with all laws, rules, ordinances and regulations now in force or hereafter enacted which affect the Demised Premises, exclusive of any structural requirements which shall be Landlord’s sole obligation.

(b)Subject to Landlord’s Work being completed in compliance with all applicable laws, Tenant further agrees to comply, at Tenant’s cost and expense, with all orders, regulations, rules and recommendations, whenever issued, of the New York Board of Fire Underwriters or of any similar organization and also to comply with the recommendations and requirements of any insurance company which insures or participates in insuring the Demised Premises against loss by fire, exclusive of any structural requirements which shall be Landlord’s sole obligation.

(c)Any provision of this Lease to the contrary notwithstanding, Tenant’s obligation to comply with Federal, state, municipal and other laws, rules, ordinances and the like, and pertaining to structural alteration or modification of the Demised Premises, shall be applicable to only the “particular manner in which Tenant conducts its business in the Demised Premises;” and Tenant’s obligation to comply with any such law, rule or ordinance, and pertaining to non-structural alterations or modifications of the Demised Premises, shall be applicable to the Demised Premises generally, without regard to the “particular manner in which Tenant conducts its business in the Demised Premises.”

3.06TENANT’S UTILITIES(a)  Landlord shall not be required to furnish or supply heat, air-conditioning or electricity to Tenant and/or the Demised Premises, subject to Landlord’s Work, and Landlord’s other obligations set forth herein. Landlord shall cooperate with Tenant in Tenant’s efforts to obtain telephone and cable television service to the Demised Premises. Tenant may use the existing heating and air conditioning equipment and any other Buildings systems serving the Demised Premises and shall maintain same in safe operating condition and shall surrender same at the expiration of the term of this Lease in the same condition as at the date hereof, less reasonable wear and tear and Landlord’s repair obligations hereunder. Tenant agrees to obtain and keep in continuous force and effect a maintenance contract for the heating and air conditioning equipment and to maintain same in the ordinary course as a condition to Landlord’s obligation to repair or replace the condenser, evaporator and/or compressor components thereof.

(b)The Demised Premises is or shall be, at Landlord’s sole cost, separately metered for electricity. Tenant agrees to pay directly to the provider for all utilities not otherwise provided for in this Lease including, but not limited to, electricity consumed by Tenant as measured by such meter(s). Landlord shall be responsible for the cost of maintaining the utility service for such meter(s) at Landlord’s sole cost. Tenant shall pay for utilities in connection with its use and occupancy of the Demised Premises either directly to the utility furnishing same or to the Landlord, pursuant to Article 3.03 above.

(c)Any utilities supplied by Landlord shall be charged at rates no higher than those which would be charged by the local utility company.

(d)If, due to any act or omission by Landlord, its agents, employees or contractors, excepting the results of force majeure, any utility or other service to the Demised Premises is

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interrupted for forty-eight (48) consecutive hours or more and, as a result thereof, Tenant is unable to continue its normal business operations in the Demised Premises, all Base Rent, additional rent and other charges payable hereunder shall be equitably reduced for the period during which such interruption exists taking into account all of the relevant facts and circumstances. In the event of any such interruption of any utility or other service to the Demised Premises, Landlord shall use reasonable diligence to restore such service as soon as practicable.

3.07RUBBISHTenant shall, at its own cost and expense, promptly dispose of all garbage, trash and waste arising from the conduct of its business in the Demised Premises at such times and in such manner so as to avoid any obnoxious or offensive smells or odors therefrom or otherwise unreasonably interfering with the comfort and enjoyment of the other occupants of the Building of which the Demised Premises forms a part. Tenant shall keep all rubbish in covered containers in accordance with all governmental rules ordinances and regulations.

ARTICLE IV

4.0.1LANDLORD’S OBLIGATIONSExcept for Landlord’s Work, Landlord shall not be required to perform any work on the Demised Premises. Excepting Landlord’s Work, any work which Tenant may require for the preparation of the Demised Premises for Tenant’s use shall be performed by Tenant, at Tenant’s own cost and expense. Excepting Landlord’s Work, any equipment or work which the Landlord installs or constructs in the Demised Premises at the written request of Tenant and on Tenant’s behalf shall be paid for by Tenant within fifteen (15) days after receipt of a detailed invoice therefor at the reasonable out of pocket cost plus five (5%) percent thereof for overhead.

4.02CHANGES AND ADDITIONS TO BUILDINGS(a) Landlord hereby reserves the. right at any time to make alterations or additions to and to construct additional stories on the Building in which the Demised Premises are contained or additions thereto and to build additional stories on the same, so long as same does not adversely affect Tenant’s use, occupancy and access to the Demised Premises or otherwise unreasonably interfere with Tenant’s use, occupancy and access.

(b)In the event that Landlord shall construct an addition or enlargement of any floor, or construct additional floor(s), to the Building, then Tenant’s proportionate share, as stated in paragraph 3.04, shall be reduced under the formula prescribed in paragraph 3.04.

(c)In no event shall Tenant be responsible for any of the costs or expenses paid or incurred by Landlord in performing any Landlord’s construction. Landlord shall diligently prosecute Landlord’s construction to completion without interruption or delay, in a good and workmanlike manner. If Landlord’s construction affects or shall otherwise result in other work required in the Demised Premises, including, without limitation, upgrading any construction or systems in the Demised Premises to comply with applicable building codes, Landlord shall perform such other work as may be required, all at Landlord’s sole cost and expense in the

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manner required hereunder:

(d)Any scaffolding or other construction aid (collectively, “construction aids”) or covering utilized or authorized by Landlord in connection with Landlord’s construction during the term of this Lease shall be constructed and maintained above the level of Tenant’s storefront and signage and otherwise installed .and maintained in a manner so as not to block or diminish access to or visibility of the Demised Premises and Tenant shall have the right to place its name, logo and advertising content on any such construction aids, at Landlord’s cost and expense. Landlord shall use diligent efforts to remove any such construction aids as soon as possible. Notwithstanding anything contained in this Lease to the contrary, Landlord will not permit any projections, vertical or horizontal, to be erected or maintained (other than Tenant’s signs) which will project along the front or side of the Building so as to in any manner obstruct the view of Tenant’s signs or its store front.

4.03ALTERATIONS    (a) All alterations, decorations, additions or improvements, except movable trade fixtures, made by either party shall become the property of Landlord upon installation, unless Landlord shall elect otherwise at the time that Tenant submits plans to Landlord for its approval, to the extent such approval is required under this Lease, and if no approval was required, then as to any such alterations, decorations, additions or improvements made without approval, Landlord may elect otherwise by giving notice not less than sixty (60) days prior to the expiration or other termination of this Lease, or any renewal or extension thereof. In the event that Landlord shall elect otherwise, then such alterations, installations, additions or improvements made by Tenant upon the Demised Premises, as Landlord shall elect, shall be removed by Tenant and Tenant shall restore the Demised Premises to the original condition, at its own cost and expense, prior to the expiration of the term. All damage or injury to the Demised Premises, and to its fixtures, appurtenances and equipment caused by Tenant moving property in or out of the Building, or by installation or removal of furniture, fixtures or other property, shall be repaired by Tenant. There shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant, or others, making any repairs, alterations, additions, or improvements to any portion of the Building or Demised Premises, or to fixtures, appurtenances, or equipment thereof, and/or by reason of failure of Landlord or others to make any repairs, alterations, additions or improvements in or to any portion of the Building or of Demised Premises, or to the fixtures, appurtenances or equipment thereof except as specifically set forth herein. Landlord reserves the right to stop the service of the heating, air conditioning, plumbing and electrical systems when repairs, alterations or improvements are reasonably necessary, until such repairs, alterations or improvements shall have been completed; provided that Landlord uses diligent efforts to minimize any interference with Tenant’s use and occupancy of the Demised Premises and diligently procures such work to completion. Notwithstanding anything contained herein to the contrary, in no event shall Tenant be obligated to remove any demising wall(s) between the Demised Premises and the common area vestibule.

(b)Tenant covenants throughout the term hereof, at its sole cost and expense, to keep the Demised Premises, and all fixtures and equipment therein, all utility systems, and all signs of Tenant erected outside thereof, in good repair, order and condition, making all repairs thereto as may be reasonably required or necessary, ordinary as well as extraordinary, foreseen and

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unforseen, but the provisions of this Lease shall not require Tenant to make repairs to the structural parts of the Building, including, but not limited to, bearing walls, beams, or roof, it being agreed and understood that Landlord shall make all structural repairs, unless the conditions necessitating such repairs to structural parts shall have been solely caused by Tenant, its agents, servants or invitees and subject to Article 3.05(c) hereof; it being agreed, however, that store fronts shall not be deemed structural parts of the Building within the meaning of the foregoing, and repairs to store fronts are ordinary repairs.

(c)If Tenant refuses or neglects to repair property as required in this Lease agreement and to the reasonable satisfaction of Landlord within thirty (30) days or such longer period as is reasonable under the circumstances, after written demand, Landlord may make such repairs and shall not be liable to Tenant for any loss or damage that may occur to Tenant’s merchandise, fixtures, or other property, or to Tenant’s business by reason thereof, except if arising from Landlord’s, Landlords agents’, employees’ and/or contractors’ negligence or willful misconduct, and upon completion thereof, Tenant shall pay Landlord’s cost for making such repairs plus fifteen (15%) percent for overhead and supervision, as additional rent, to be paid by Tenant within ten (10) business days of receipt of a detailed statement from Landlord setting forth said charges and disbursements.

(d)Landlord shall assist and cooperate with Tenant, without charge to Tenant, in obtaining any and all building permits, licenses, approvals and temporary and permanent certificates of occupancy which may be required for any alterations permitted pursuant to the terms hereof and the lawful construction and occupancy of the Demised Premises for the permitted use.

(e)The Tenant’s plans and renderings depicting Tenant’s alterations to the Demised Premises and attached to this Lease as Schedule D are approved by the Landlord. Landlord shall not unreasonably withhold or delay approval of Tenant’s requests for reasonable modifications to the plans attached as Schedule D, or other initial alterations.

4.04LANDLORD’S RIGHT TO ENTER(a) Landlord or Landlord’s agents shall have the right to enter the Demised Premises at reasonable times, upon reasonable prior written notice to examine the same and to show the Demised Premises to prospective purchasers of the Building, to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable, to service the Building hot water heater, to read or have read the electrical meters that service the Demised Premises and other spaces of the Building, and Landlord shall be allowed to take all material into and upon said Demised Premises (but may not store any of same in the Demised Premises) that may be required therefore. During the six months prior to the expiration of the term of this Lease, or any renewal term, Landlord may exhibit the Demised Premises to prospective tenants or purchasers, upon reasonable advance notice and at mutually agreeable times with a representative of Tenant present at all such times. At no time during the Lease Term shall Landlord or Landlord’s agents have the right to enter the Demised Premises without a representative of Tenant present pursuant to the foregoing restrictions.  Furthermore, in no event shall Landlord have the right to enter into any areas

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designated by Tenant as “security areas” in the Demised Premises, as designated by Tenant in its sole discretion, except upon reasonable notice during regular business hours and accompanied by Tenant’s representative.

(b)If an excavation shall be made upon land adjacent to the Demised Premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation license to enter upon the Demised Premises upon advance notice reasonable under circumstances at mutually agreeable times with a representative of Tenant present at all such entries, for the purpose of doing such work as shall be reasonable to preserve the wall of the Building of which the Demised Premises form a part from injury or damage and to support the same by proper foundations, without any claim for damages or indemnification against Landlord or diminution or abatement of rent.

4.05LANDLORD’S LIABILITYSubject to Landlord’s repair obligations set forth in this Lease, Landlord and Landlord’s agents and employees shall not be liable, and Tenant waives all claims, for loss or damage to Tenant’s business or damage to person or property sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence (unless caused by or resulting from the negligence or willful misconduct of Landlord, its agents, contractors, servants or employees) in or upon the Demised Premises or the Building, or any other part of the Building, including but not limited to claims for damage resulting from: (i) any equipment or appurtenances becoming out of repair; .(ii) injury done or occasioned by wind or rain; (iii) any defect in or failure of plumbing, heating or air conditioning equipment, electric wiring or installation thereof, gas, water and steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any drain, sewer pipe or downspout; (vi) the bursting, leaking, seeping or running of any tank, tub, washstand, water closet, waste pipe, drain or any other pipe or tank in, upon or about the Building or Demised Premises; (vii) the escape of steam, hot water, gas, electricity or oil; (viii) water, snow or ice being upon or coming through the roof, floor, walls, skylight, trapdoor, stairs, doorways, show windows, walks or any other place upon or near the Building or the Demised Premises or otherwise; (ix) the falling of any fixture, plaster, tile or stucco; and (x) any act, omission or negligence of other tenants (other than Landlord or its affiliates), licensees or of any other persons or occupants of the Building or of adjoining or contiguous Buildings or property.

4.06MECHANIC’S LIENSExcept in connection with Landlord’s Work, if any mechanic’s lien or other liens or orders for the payment of money or any notice of intention to file a lien shall be filed against the Demised Premises, or the Building or improvement of which the Demised Premises form a part, by reason or arising out of any labor or material furnished or alleged to have been furnished or to be furnished to the Demised Premises or any occupant thereof, or for or by reason of any change, alteration or addition or the cost or expense thereof or any contract relating thereto, or against the interest of Landlord, Tenant shall cause the same to be cancelled and discharged of record by bond or otherwise as allowed by law at the expense of Tenant within thirty (30) days after Tenant receives notice of the filing thereof; and Tenant shall also defend on behalf of Landlord, at Tenant’s sole cost and expense, any action, suit or proceeding which may be brought thereon or for the enforcement of such liens or orders, and Tenant will pay any reasonable out of pocket damages and satisfy and discharge any judgment entered thereon and save harmless Landlord from any claim or damage resulting therefrom.

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ARTICLE V

5.01LIABILITY INSURANCE(a) Tenant shall, during the entire term hereof, at Tenant’s expense, keep in full force and effect a policy of public liability and property damage insurance with respect to the Demised Premises, and the business operated by Tenant in said Demised Premises, of which the limits of public liability shall not be less than $5,000,000.00 per accident and the property damage liability shall not be less than $1,500,000.00. The policy shall name Landlord, any person, firms or corporations designated by Landlord in writing, and Tenant as insured, and shall contain a clause that the insurer will not cancel or change the insurance without first giving Landlord thirty (30) days prior written notice. The insurance shall be purchased from an insurance company reasonably approved by Landlord and a copy of the policy or a certificate of insurance shall be delivered to Landlord within ten (10) days after signing of the Lease herein by both parties, or in any event prior to the Commencement Date. Upon a failure, after five (5) days’ demand, of Tenant to obtain the insurance policy described above, Landlord is hereby authorized to obtain a policy of insurance, in the limits set forth above on behalf of Tenant and the reasonable premiums for such policy, shall be due and payable with the installment of rent next due.

(b)Tenant’s insurance may be effected by blanket coverage and limitations may be reached by or through excess liability coverages or policies.

(c)All policies of insurance to be maintained by Landlord and/or Tenant under this Lease shall contain a waiver of subrogation in favor of the other party hereto releasing such other party from any liability to such party’s insurer. Furthermore, each party hereby releases the other party, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party, for loss, damage or destruction with respect to its property occurring during the term of this Lease to the extent to which it is, or is required to be, insured under a policy or policies containing a waiver of subrogation or permission to release liability.

(d)Landlord covenants and agrees that at all times during the term of this Lease, Landlord will maintain in force and effect a policy or policies of fire and extended coverage insurance with so-called “all risk” insurance endorsements covering the Demised Premises, the common areas and the Building and all the improvements therein (except for Tenant’s trade fixtures, inventory, equipment and other personal property) to the extent of no less than one hundred (100%) percent of the full replacement cost thereof. Landlord shall also provide commercial general liability coverage, including broad form endorsement, of which the limits shall be no less than $5,000,000.00.

5.02PLATE GLASSTenant shall replace, at the sole cost and expense of Tenant, any and all plate and other glass damaged or broken from any cause whatsoever, exclusive of any act or omission of Landlord, its agents, employees and/or contractors, in and about the Demised Premises.

5.03HOLD HARMLESS(a) Tenant shall keep, save and hold harmless Landlord

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from any and all damages and liability arising out of the occupancy of Tenant, Tenant’s agents or servants, and from any loss or damage arising from any default, beyond applicable notice, grace and cure periods, by Tenant hereunder.

(b)           In case Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold Landlord harmless and shall pay all reasonable, out of pocket costs, expenses and reasonable attorneys’ fees incurred or paid by Landlord in connection with such litigation; Tenant shall also pay all reasonable out of pocket costs, expenses and reasonable attorney’s fees that may be incurred or paid by Landlord in enforcing the covenants and agreements of this Lease.

(c)           Landlord shall keep, save and hold harmless Tenant from any and all damages and liability arising out of the use, occupancy and maintenance of the Building by Landlord, Landlord’s agents, employees and/or contractors, and from any loss or damage arising from any default, beyond any applicable notice, grace and cure periods, by Landlord hereunder.

5.04         ACTS OF INVITEES, ET AL.    Tenant shall be responsible for the acts of its customers, guests, contractors, licensees, invitees and/or anyone else, on the Demised Premises at the invitation of Tenant, or anyone in their employ, or anyone occupying or using space.

ARTICLE VI

6.01         DEFAULT    (a) If Tenant defaults in fulfilling any of the covenants of this lease other than the covenants for the payment of rent or additional rent; or if the Demised Premises become vacant or deserted for more than thirty (30) consecutive days, except in connection with a casualty, alteration, force majeure event and/or an assignment of this Lease or subletting of the Demised Premises; or if any execution or attachment shall be issued against Tenant or any of Tenants property, whereupon the Demised Premises shall be taken or occupied by someone other than Tenant, except as specifically herein permitted; or if this lease be rejected under Section 365 of Title 11 of the U.S. Code (Bankruptcy Code); then, in any one or more of such events, upon Owner serving a written thirty (30) days notice upon Tenant specifying the nature of said default, and upon the expiration of said thirty (30) days, if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said thirty (30) day period, and if Tenant shall not have diligently commenced curing such default within such thirty (30) day period, and shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default, then Owner may serve a written five (5) days notice of cancellation of this Lease upon Tenant, and upon the expiration of said five (5) days, this Lease and the term thereunder shall end and expire as fully and completely as if the expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of this Lease and the term thereof and Tenant shall then quit and surrender the Demised Premises to Owner, but Tenant shall remain liable as hereinafter provided.

(b)           If the cancellation notice provided for in 6.01(a) hereof shall have been given, and the term shall expire as aforesaid; or if Tenant shall fail to make payment of the rent

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reserved herein, or any item of additional rent herein mentioned, or any part of either, or in making any other payment herein required within five (5) business days after notice thereof from Landlord; then, and in any of such events, Owner may re-enter the Demised Premises and dispossess Tenant by summary proceedings, and the legal representative of Tenant or other occupant of the Demised Premises, and remove their effects and hold the Demised Premises as if this Lease had not been made.

(c)           In the case of any such default, beyond applicable notice, grace and cure periods, re-entry, expiration and/or dispossess by summary proceedings or otherwise, (i) the rent shall become due thereupon and to be paid upon the time of such reentry, dispossess and/or expiration, together with such reasonable out of pocket expenses as Landlord may incur by reason thereof for legal expenses, attorneys’ fees, brokerage, in putting the Demised Premises in good order, and/or for preparing the same for re-rental; (ii) Landlord may relet the Demised Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease, and may grant concessions or free rent; and (iii) Tenant or the legal representative of Tenant shall also pay Landlord as liquidated damages for the failure of Tenant to observe and perform said Tenant’s covenants herein contained, any deficiency between the rent and additional rent hereby reserved: and/or covenanted to be paid and the net amount, if any, of the rents collected on account of the lease or leases of the Demised Premises for each month of the period which would otherwise have constituted the balance of the term of this Lease. The failure of Landlord to relet the Demised Premises or any part or parts thereof or to collect rent therefor shall not release or affect Tenant’s liability for damages; provided Landlord uses diligent efforts to so relet the Demised Premises. Any such liquidated damages shall be paid in monthly installments by Tenant on the due date specified in this Lease and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord, at Landlord’s option, may make such alterations, repairs, replacements and/or decorations in the Demised Premises as Landlord in Landlord’s then reasonable judgment, considers reasonably advisable and necessary for the purpose of re-letting the Demised Premises; and the making of such alterations and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. In the event of a breach by Tenant of any of the covenants or provisions hereof, beyond any applicable notice, grace and cure periods, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in equity.

(d)           In the event Tenant shall fail to comply with or perform any of the covenants, conditions or agreements herein contained on Tenant’s part to be performed prior to expiration of applicable notice, grace and cure periods, Landlord shall have the right (but not be obligated) to perform any such covenants, conditions or agreements and Tenant agrees to pay to Landlord on demand as additional rent hereunder, a sum equal to the reasonable out of pocket amount expended by Landlord in the performance of such covenants, conditions or agreements. In the event Landlord shall perform any such covenants, conditions or agreements, Tenant agrees that Landlord, its agents or employees, may, upon reasonable written notice and at reasonable

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times, enter the Demised Premises and that such entry and such performance shall not constitute an eviction of Tenant, in whole or in part, nor relieve Tenant from the continued performance of all covenants, conditions and agreements of the Lease, and further agrees that Landlord shall not be liable for any claim for loss or damage to Tenant or anyone through or under Tenant, except to the extent arising from Landlord’s and/or its agents’, employees’ or contractors’ willful misconduct or negligence; provided, however, that Landlord uses reasonable efforts to minimize any interference to Tenant.

6.02         NO WAIVER    The receipt by Landlord of Base Rent or additional rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by Landlord or Tenant, unless such waiver be in writing signed by Landlord or Tenant, as applicable. No payment by Tenant or receipt by Landlord of a lesser amount that the Base Rent or additional rent then due shall be deemed to be other than on account of full payments, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord’s right to recover the balance of such rent or pursue any other remedy provided for by this Lease and/or at law shall not be diminished

6.03         WAIVER OF JURY TRIAL    It is agreed that the parties shall, and hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of said Demised Premises, and/or any claim of injury or damage. In the event Landlord commences any summary proceedings for nonpayment of Base Rent or additional rent, Tenant will not interpose any counterclaim in such proceedings (except for compulsory counterclaims). Tenant may assert such claims in a separate action.

6.04         WAIVER OF REDEMPTION    Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Demised Premises, by reason of the default, beyond applicable notice, grace and cure periods, by Tenant of any of the covenants and conditions of this Lease, or otherwise. No receipt of monies by Landlord from Tenant after the termination or cancellation of this Lease, in any lawful manner, shall reinstate, continue or extend the term of this Lease, or affect any notice theretofore given to Tenant, or operate as a waiver of the right of Landlord to enforce the payment of fixed or additional rent or rents then due, or thereafter falling due or operate as a waiver of the rights of Landlord to recover possession of the Demised Premises by proper suit, action, proceeding or remedy. It is agreed that, after the service of notice to terminate or cancel this Lease as elsewhere herein provided and pursuant to the terms herein contained, or the commencement of suit, action or summary proceeding, or any other remedy, or after a final order or judgment for the possession of the Demised Premises, Landlord may demand, receive and collect any monies due, or thereafter falling due, without in any manner affecting such notice, proceeding, suit, action, order or judgment. Any and all such monies collected shall be deemed to be payments towards satisfying Tenant’s obligations to Landlord.

6.05         VENUE    In the event of any dispute under the terms of this Lease, the parties

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agree that the venue for settling the dispute, will be placed in New York County, State of New York and none other.

6.06         REMEDIES CUMULATIVE    All the rights and remedies herein given to Landlord for the recovery of the Demised Premises because of the default, beyond applicable notice, grace and cure periods, by Tenant in the payment of any sums which may be payable pursuant to the terms of this Lease, or the right to re-enter and take possession of the Demised Premises upon the default or breach of any other covenants beyond applicable notice, grace and cure periods, or the right to maintain any action for Base Rent or additional rent, or damages and all other rights and remedies allowed at law or in equity, are hereby reserved and conferred upon Landlord as distinct, separate and cumulative remedies, and no one of them, whether exercised by Landlord or not, shall be deemed to be in exclusion of any of the others. All rights and remedies herein given to Tenant because of default, beyond applicable notice, grace and cure periods, by Landlord hereunder and all other rights and remedies allowed at law or in equity, are hereby reserved and conferred upon Tenant as distinct, separate and cumulative remedies and no one of them, whether exercised by Tenant or not, shall be deemed to be in exclusion of any of the others.

ARTICLE VII

7.01         ASSIGNMENT AND SUBLETTING    (a) Tenant shall not assign this Lease, or any interest herein, or mortgage or hypothecate this Lease, or any interest herein, or permit the use of the Demised Premises by any person or persons other than Tenant, or sublet the Demised Premises in whole or in part, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. This prohibition against assigning or subletting shall be construed to include any transfer of this Lease from Tenant by merger, consolidation, liquidation or otherwise by operation of law and except to the extent otherwise set forth herein, shall require the written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed.

(b)           Any consent by Landlord to an assignment and/or sublease shall apply only in the given instance, and a further like act by Tenant or its assignee or subtenant shall require a further prior written consent of Landlord. If Tenant is a corporation, the issuance or transfer of any of the shares of stock of said corporation which results in a change in the ownership of (i) the voting control and/or (ii) the majority of the issued and outstanding stock of said corporation, as compared with such ownership on the date of this Lease, shall be deemed to be an assignment prohibited hereby.

(c)           In the event that Tenant shall seek Landlord’s permission to assign this Lease or sublet the Demised Premises, Tenant shall provide to Landlord the name, address and financial statement of the proposed assignee or sublessee and such other information concerning such proposed assignee or sublessee as Landlord may reasonably require. Any sublessee, assignee or transferee must be of a similar character to the Tenant.

(d)           In the event that Tenant shall at any time during the term of this Lease sublet all or any part of the Demised Premises or assign this Lease, either with the consent of Landlord as

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herein provided or without the consent of Landlord as permitted herein, then, and in such event, it is hereby mutually agreed that Tenant shall nevertheless remain fully liable under all the terms, covenants and conditions of this Lease including, but not limited to, the provisions for the payment of rent. Tenant’s liability hereunder shall be continuing and shall in no way be affected, modified, increased or diminished by reason of (i) any subsequent assignment or subletting, renewal, modification or extension of this Lease, or (ii) any modification or waiver of or change in any of the terms, conditions and covenants of this Lease, or (iii) any extension of time that may be granted by Landlord to any assignee or sublessee, its successors or assigns, or (iv) a changed or different use of the Demised Premises consented to in writing by Landlord, or (v) any dealings, transactions, or matters occurring between Landlord and said assignee or sublessee, its successors or assigns whether or not notice thereof is given to Tenant. If this Lease be assigned, subleased or any part thereof be subleased or occupied by anybody other than Tenant, Landlord may collect from the assignee, sublessee or occupant any rent or other charges payable by Tenant under this Lease, and apply the-amount collected to the rent and other charges herein reserved, but such collection by Landlord shall not be deemed an acceptance of the assignee, sublessee or occupant as a tenant nor a release of Tenant from performance by Tenant under this Lease.

(e)           Landlord shall not unreasonably withhold, delay or condition its consent to an assignment of this Lease in connection with a bona fide sale of Tenant’s business (conducted at the Demised Premises), provided (i) the assignee assumes in writing the performance and observance of all the terms, covenants and conditions of this Lease on the part of Tenant to be performed and observed; (ii) the assignee shall conduct its business in accordance with the permitted uses; (iii) the assignee shall have substantial retail or banking experience; and (iv) a duplicate original of the assignment and assumption is delivered to Landlord within five (5) business days after its execution, to the extent permitted by law and/or banking regulations and if not, at such time when delivery of same is permitted.

(f)            In the event of any sale, assignment, sublease or other transfer of this Lease either by consent, court or administrative proceeding, or otherwise, whereby the Base Rent and or additional rent provided for in said assignment, sublease or other transfer exceeds the Base Rent and/or additional rent payable by Tenant to Landlord as provided in this Lease, less Tenant’s reasonable out of pocket costs, if any, for brokerage fees and commissions, legal fees and tenant concessions in connection with the assignment and/or sublease (the “Excess Rent”), then this Excess Rent shall be shared by Landlord and Tenant equally, and Landlord’s share of such Excess Rent shall be due and payable to Landlord in addition to annual Base Rent and additional rents provided for in this Lease. This provision shall be binding upon Tenant, Tenants representatives, and Tenant’s transferees.

(g)           Notwithstanding anything contained in this Lease to the contrary, Tenant shall have the right to assign, transfer or otherwise convey this Lease or sublet all or any portion of the Demised Premises (without the consent of Landlord and without the necessity to share any proceeds of such transaction with Landlord) in connection with (i) a merger, consolidation or reorganization of Tenant, (ii) a sale of any of the capital stock of, or equity interest in, Tenant, or (iii) a sale of all or a substantial portion of the assets of Tenant, or the stock of Tenant or leases for (or assets of) branches operating under the then-current trade name of Tenant conducting

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business in the majority of Tenant’s branches in the region in which the Building is located, or (iv) any assignment or subletting involving an Affiliate.

(h)           If Landlord and an unaffiliated assignee of Tenant amend this Lease, Tenant shall not be liable for the performance and observance of the obligations to be performed by the assignee pursuant to the provisions of this Lease, as amended; however; Tenant shall remain liable for the performance and observance of all the original obligations to be performed by Tenant pursuant to this Lease (unless otherwise expressly provided in this Lease), provided that Tenant shall have received copies of any default notice(s) and a reasonable opportunity to cure any such default.

(i)            The issuance or transfer of the stock, partnership interests or other equity interests of Tenant (i) as a result of the public offering or trading of Tenant’s stock on a nationally recognized exchange or on the NASDAQ over-the-counter market or (ii) as a result of a private placement or other raising of funds to be invested in Tenant for future expansion or additional working capital, shall not be deemed to be an assignment, transfer or change in control requiring Landlord’s consent.

(j)            For the purposes of this Lease, the term “Affiliate” shall mean Tenant’s parent or any division, subsidiary or affiliate of Tenant as Tenant’s parent, or any other entity controlling, controlled by, or under common control or ownership with Tenant, Tenant’s parent or any successor to any of the aforesaid.

(k)           In the event of any assignment of this Lease or subletting of all or any portion of the Demised Premises, the assignee or subtenant, as the case may be, shall have the right to change the permitted use as contemplated herein, subject to Landlord’s approval.

ARTICLE VIII

8.01         SUBORDINATION AND NON-DISTURBANCE    (a) Within thirty (30) days of the date hereof, Landlord shall deliver to Tenant from each existing mortgagee or other holder of an interest in the Demised Premises (each a “Lender”) superior to Tenant’s leasehold interest therein a fully executed and notarized written agreement (hereinafter referred to as a “Non-Disturbance Agreement”) in substantially the form annexed hereto as Schedule C. In the event that Landlord fails to timely provide a Non-Disturbance Agreement as aforesaid, then Tenant shall have the right to either (x) terminate this Lease upon notice to Landlord or (y) receive an abatement of Base Rent due hereunder on a per diem basis for each day that Landlord fails to deliver same after expiration of the aforesaid thirty (30) day period.

(b)           Landlord’s right and privilege to subordinate this Lease to future Lenders is conditioned upon Landlord delivering to Tenant a fully executed and notarized Non-Disturbance Agreement, in substantially the form annexed hereto as Schedule C, from any future Lender

(c)           Tenant agrees, upon demand, without cost, to execute instruments as may be reasonably required to further effectuate or confirm such subordination, any such Lender, Landlord and Tenant shall have entered into a Non-Disturbance Agreement, which shall provide

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to Tenant the benefits described in this Article 8:01. Except as expressly provided in this Lease by reason of the occurrence of a Tenant default, beyond applicable notice, grace and cure periods, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by any default or otherwise under any Mortgage, and in the event of a foreclosure or other enforcement of any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any Extension Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Tenant default has occurred and is continuing beyond applicable notice, grace and cure periods. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by Law.

(d)           At any time prior to the expiration of the Lease Term, Tenant agrees, at the election-and upon demand of any Landlord of the Demised Premises, or of a Lender who has executed and delivered a Non-Disturbance Agreement for Tenant’s benefit pursuant to Paragraph 8.01(a) or (b) above, to attorn, from time to time, to any such Landlord or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 8.01(d) shall inure to the benefit of any such Landlord or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure of the Mortgage so long as a new lease is entered into between Tenant and the holder of such Mortgage on the same remaining terms and conditions as this Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions.

(e)           Landlord hereby represents that the only existing Lender is TD BankNorth.

8.02         ESTOPPELS    (a)   Within twenty (20) days after request therefor by Landlord, Tenant agrees to deliver a certification, in recordable form (“Tenant’s Estoppel”), certifying that this Lease is unmodified and in full force and effect (or if there shall have been modifications that the same is in full force and effect as modified and stating the modifications) and’ the dates to which the Base Rent, additional rent and other charges have been paid in advance, if any, and stating whether or not, to the best knowledge of the signer of such certificate, Tenant is in default in the performance of any covenant, agreement or condition contained in this Lease, beyond applicable notice, grace and cure periods, and, if so, specifying each such defaults of which the signer may have knowledge, and any other information reasonably requested by Landlord, it being intended that any such statement delivered pursuant to this Section may be relied upon by any proposed mortgagee or purchaser.

(b)           Within twenty (20) days after request therefor by Tenant, Landlord agrees to deliver to Tenant a statement (the “Landlord Estoppel”) in writing certifying that this Lease is unmodified and in full force and effect (or if there shall have been modifications that the same is in full force and effect as modified and stating the modifications) and the dates to which the Base Rent, additional rent and other charges have been paid in advance, if any, and stating whether or not, to the best knowledge of the signer of such certificate, Tenant is in default in the performance of any covenant, agreement or condition contained in this Lease, beyond applicable notice, grace and cure periods, and, if so, specifying each such default of which the signer may have knowledge, and any other information reasonably requested by Tenant, it being intended

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that any such statement delivered pursuant to this Section may be relied upon by any prospective lender, assignee or subtenant of Tenant’s interest in this Lease.

ARTICLE IX

9.01         RESTORATION    (a) Tenant must give Landlord prompt notice of fire, accident, damage or dangerous or defective condition at the Demised Premises to the extent known. If the entire Demised Premises cannot be used because of fire or other casualty, Tenant is not required to pay rent from the time the Demised Premises first became unusable until ten (10) days after Landlord notifies Tenant of substantial completion of Landlord’s restoration work. If only part of the Demised Premises cannot be used, Tenant must pay rent for the usable portion. Should Landlord opt to rebuild as provided for in paragraph (b) of this section, Landlord need only repair the damaged structural parts of the Demised Premises. Landlord is not required to repair or replace any equipment, fixtures, furnishings or decorations. Landlord is not responsible for delays due to settling insurance claims, obtaining estimates, labor and supply problems or any other cause not fully under Landlord’s control, so long as Landlord uses diligent efforts with regard to same.

(b)           Within thirty (30) days after the date of such casualty, Landlord shall reasonably determine whether the repair and restoration of the Building will take in excess of one hundred eighty (180) days. If the repair or restoration of the Building will take in excess of one hundred eighty (180) days, then either party shall have the right to terminate this Lease upon notice given within thirty (30) days of Landlord’s determination, in which event the Lease shall terminate thirty (30) days after such notice and Landlord shall promptly deliver to Tenant any prepaid rent and security deposited with Landlord hereunder. Notwithstanding anything to the contrary contained in this Lease, if the Demised Premises is damaged or destroyed by fire or any casualty which cannot, despite diligent, good faith efforts be repaired or restored within one hundred eighty (180) days following the date on which such damage occurs, then Tenant may elect to terminate this Lease upon at least thirty (30) days prior written notice and Landlord shall promptly deliver to Tenant any prepaid rent and security deposited with Landlord hereunder. In addition, if Tenant does not have the right to terminate as aforesaid, then, if the Building and/or Demised Premises is not actually repaired and restored within two hundred ten (210) days from the date of such casualty, Tenant may cancel this Lease at any time before Landlord completes the repairs to the Building and delivers the restored Demised Premises to Tenant and in such event, Lander shall promptly deliver to Tenant any prepaid rent and security deposited with Landlord hereunder. Furthermore, Tenant shall have the right to terminate this Lease in the event of any casualty affecting the Building and/or the Demised Premises, which occurs during the last two (2) years of the term of this Lease and, in such event, Landlord shall promptly deliver to Tenant any prepaid rent and security deposited with Landlord hereunder. This section is intended to replace the terms of New York Real Property Law Section 227.

(c)           Tenant shall have no entitlement or right to any insurance proceeds payable to Landlord as a result of damage to the Building.

(d)           Tenant shall have no claim against Landlord for the value of any unexpired term of

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this Lease in the event of damage to the Building.

(e)           Whether destruction is partial or total, Tenant shall, upon reasonable prior notice, remove its moveable stock, fixtures and equipment to facilitate Landlord’s restoration.

9.02         EMINENT DOMAIN    (a) If the whole of the Demised Premises shall be acquired or condemned by Eminent Domain or otherwise for any public or quasi-public use or purpose, then and in that event, the term of this Lease shall cease and terminate upon the date of title vesting in such proceeding.

(b)           If part of the Demised Premises shall be acquired or condemned by Eminent Domain or otherwise for any public or quasi-public use, the Base Rent and additional rent to be paid hereunder shall be apportioned on the basis of the floor area so taken. In the event such partial taking shall exceed fifty (50.0%) percent of Tenant’s floor area, this Lease may be cancelled by either party upon the giving of five (5) days notice within thirty (30) days from the date title shall vest in the condemning authority. If less than fifty percent (50%) of Tenant’s floor area is taken, but such taking affects Tenant’s access to, ingress and/or egress or otherwise adversely affects Tenant’s use and occupancy of the Demised Premises, as determined in Tenant’s sole and absolute discretion, then Tenant shall have the right to terminate this Lease upon notice to Landlord and Landlord shall promptly refund to Tenant any prepaid rent and the security deposit then held by Landlord.

(c)           In no event shall Tenant have a claim for or be entitled to the value of any unexpired term of this Lease, nor otherwise be entitled to any part of the award paid for such condemnation and Landlord is to receive the full amount of such award, Tenant hereby expressly waiving any right or claim to any part thereof. Nothing contained herein shall be deemed to prevent Tenant from making a claim in any condemnation proceedings for the cost of Tenant’s move and the unamortized cost of Tenant’s leasehold improvements; provided that such claim does not diminish Landlord’s award

ARTICLE X

10.01       SIGNAGE    (a) Landlord has not conveyed to Tenant any rights in or to the outside walls of the Building of which the Demised Premises form a part, and Tenant shall not display or erect any awnings or other projections or do any boring, or cutting or stringing of wires, or make any alterations, decorations, additions or improvements in or to the Demised Premises, or in or to the Building, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right to make interior decorative, non-structural alterations, additions or improvements without Landlord’s consent. Anything to the contrary herein notwithstanding, Tenant, at Tenant’s expense, shall have the right to erect two (2) signs on the exterior of the Building, which may be projecting and/or fascia signs (“Signs”).

(b)           Signs shall comply with all rules and regulations of any governing authorities having jurisdiction thereof, including the obtaining of permits or renewal of same.

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(c)           Signs shall not interfere with the signs of any other tenant in the Building existing as of the date hereof, or block any windows of the Building.

(d)           Signs shall be erected only in such place as shall be reasonably designated by Landlord and such manner as prescribed in the Tenant’s plans and specifications as approved by Landlord’s architect, or as approved in writing by Landlord, in either case, which approval shall not be unreasonably withheld, conditioned or delayed.

(e)           Tenant shall remove the Signs and re-install at Landlord’s expense or, at Tenant’s election, replace the Signs, at Tenant’s expense, if required to facilitate Building maintenance pursuant to local laws.

(f)            Tenant shall remove the Signs, at Tenant’s expense, at or prior to the termination of its tenancy, without damage to the Building and shall restore the Building to its condition before installation of Signs to the extent reasonably possible, reasonable wear and tear excepted.

10.02       SECURITY GATES    Tenant may, at Tenant’s cost and expense, have an interior, mesh-type security gate installed within the storefront of the Demised Premises. Said security gate shall be installed without damage to the Building and shall be erected only in such place and in such manner as prescribed in the plans and specifications approved by Landlord or Landlord’s architect, which approval shall not be unreasonably withheld conditioned or delayed.

ARTICLE XI

11.01       LANDLORD’S COVENANT OF QUIET ENJOYMENT    Landlord covenants that, upon Tenant paying the rent and additional rent, and observing and performing all the terms, covenants and conditions on Tenant’s part to be observed and performed, prior to the expiration of any applicable notice, grace and cure periods, Tenant may peaceably and quietly enjoy the premises hereby demised subject, nevertheless, to the terms and conditions of this Lease, and to any ground Leases underlying the Lease and mortgages herein mentioned or provided for. In any event, Tenant shall have the right to use and access the Demised Premises twenty-four hours per day, seven days per week.

11.02      NO WASTE    Tenant shall not commit or suffer to be committed any waste upon the Demised Premises, or any nuisance or other act or thing which may unreasonably disturb the quiet enjoyment of any other tenant in the Building.

11.03      SURRENDER    Anything herein to the contrary notwithstanding, upon the termination of this Lease and vacating of the Demised Premises, Tenant agrees to leave the Demised Premises broom clean and in good repair, excepting reasonable wear and tear and damage by casualty as permitted herein. The Tenant shall remove its moveable trade fixtures and all of its property at the termination of the term of this Lease, or same shall be deemed abandonment of such property and removed by Landlord at the reasonable expense of Tenant.

11.04      HOLDOVER    Any holding over, after the expiration of the term hereof, or

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an Extension Term, without the consent of Landlord, shall be deemed to be a tenancy from month to month at a rate equal to 125% of the Base Rent then in effect, plus additional rent. Nothing contained herein shall be construed as authorization, or consent for Tenant to hold over beyond the expiration of the term of this Lease.

11.05BROKERTenant represents that it has not dealt with any broker in regard to the Demised Premises, or to bring about this Lease, except for Transwestern and Colliers ABR, Inc. Landlord represents that it has not dealt with any broker in regard to the Demised Premises, or to bring about this Lease, except for G.E. Grace & Company, Inc. (“Landlord’s Broker”) and Landlord agrees to pay G.E. Grace & Company, Inc., Colliers ABR, Inc. and Transwestern pursuant to a Commission Agreement dated September 22, 2008 by and between Landlord and G.E. Grace & Company, Inc. Tenant acknowledges that a claim has been made against it by First New York Realty Co., Inc. for commissions alleged to be due as a result of dealings with Tenant in regard to the Demised Premises. Tenant acknowledges that neither Landlord nor G.E. Grace & Company, Inc. were aware, or had reason to be aware, of Tenant’s dealings, if any, with First New York Realty Co., Inc. in regard to the Demised Premises. Tenant agrees to indemnify, save, protect, defend (including costs of defense) and hold harmless Landlord and G.E. Grace & Company, Inc. from any claim for commission or compensation sought by First New York Realty Co., Inc., and any other broker, other than Landlord’s Broker, Colliers ABR, Inc. and Transwestern, in connection herewith and with whom Tenant has dealt. Landlord agrees to be defended by counsel of Tenant’s choice, provided that all costs of defense are paid by Tenants ab initio. Landlord agrees to indemnify, save and protect and hold harmless Tenant from any claim for commission or compensation sought by Landlord’s Broker, Colliers ABR Inc. and Transwestern or any other broker with whom Landlord has dealt, in connection herewith.

11.06COVENANTS    The provisions of this Lease are to be construed as covenants and all the provisions hereof shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

11.07NOTICES    All notices, consents, approvals, demands, requests and other communications (collectively, “notices” and individually, a “notice”) which are required or desired to be given by either party to the other shall be in writing. All notices by either party to the other shall be sent by United States registered or certified mail, return receipt requested, postage prepaid, or by overnight mail, addressed to the other party at its address set forth below, or personally delivered (with receipt acknowledged) to such address or at such other address as it may from time to time designate in a notice to the other party. All notices to Tenant shall be sent to Tenant, at the addresses provided below. Notices which are given to Tenant or Tenant in the manner aforesaid shall be deemed to have been given or served for all purposes hereunder on (i) the third business day following the date on which such notice was put into the mail, if sent by United States registered or certified mail, return receipt requested, postage prepaid, (ii) the next business day following the date such notice was sent, if sent by overnight mail, and (iii) the business date such notice shall have been personally delivered or refused if sent by personal delivery.

If to Landlord:	Kam Hing Realty-NYC, LLC
	Attention: Arthur Courbanou

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	308 Fifth Avenue
	New York, New York 10001
With a copy to:	Zraick, Nahas & Rich, Esqs.
	303 Fifth Avenue, Suite 1201
	New York, New York 10016-6695
	Attention: Robert Paul Rich, Esq.
If to Tenant:	Prior to the Commencement Date:
	Wilshire State Bank
	Attention: Regional Manager
	11 West 32nd Street
	New York, New York 10001
	After the Commencement Date:
	Wilshire State Bank
	Attention: Regional Manager
	308 Fifth Avenue
	New York, New York 10001
with copies to:
	Wilshire State Bank
	3200 Wilshire Blvd., 7th Floor
	Los Angeles, CA 90010
	Attention: Chief Operations Administrator
and	Pryor Cashman LLP
	7 Times Square, 3rd Floor
	New York, New York 10036-6569
	Attn: Ronald B. Kremnitzer, Esq.

11.08CAPTIONS    The captions and article numbers, marginal notes and index appearing in this Lease are inserted only as a matter of convenience, and in no way define, limit, describe or affect the scope or intent of this Lease.

11.09DEFINITIONS(a) The term “Landlord” as used in this Lease means only the Landlord or the mortgagee in possession for the time being of the land and Building (or the Landlord of the Lease of the Building, or of the land and Building) of which the Demised Premises form a part, so that in the event of any sale or sales of said land and Building or of said Lease, or in the event of a Lease of said Building, or the land and Building, Landlord as named in this Lease shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder. It shall be deemed and construed, without further agreement between the parties or their successors-in-interest, that the purchaser or the lessee of the Building has assumed and agrees to carry out any and all covenants and obligations of Landlord hereunder

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including, but not limited to, the obligations in connection with the security deposited by Tenant hereunder. The words “re-enter” and “re-entry” as used in this Lease are not restricted to their technical legal meaning.

(b) The use of the neuter singular pronoun to refer to Landlord or Tenant shall, nevertheless, be deemed a proper reference even though Landlord and/or Tenant may be an individual, a corporation, a partnership or a group of two or more individuals or corporations.

11.10DUE AUTHORIZATIONThe parties each respectively represent and warrant that it is (i) in good standing in its state of formation, (ii) qualified to conduct business in the State of New York and (iii) has been duly authorized to enter into this Lease pursuant to its terms.

11.11RECORDINGTenant covenants not to place this Lease or any memorandum of this Lease on record without the prior written consent of Landlord.

11.12INVALIDITY OF PARTICULAR PROVISIONSIf any term or provision of this Lease, or the application thereof to- any person or circumstance, shall, to any extent, be invalid or unenforceable, then the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

11.13ENTIRE AGREEMENTThis Lease contains the entire agreement between the parties, and any agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part unless such agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.

11.14ATTORNEYS’ FEES AND COSTS:    If either party hereto is made or otherwise becomes a party to any litigation commenced by or against the other party involving the enforcement of any of the rights and remedies of such party, or arising on account of the default of the other party in the performance of such party’s obligations hereunder, after any applicable notice, grace and cure periods, then the prevailing party in any such litigation shall receive from the other party all reasonable costs and attorneys’ fees and disbursements incurred by such party.

11.15MUTUAL WAIVER:    Landlord and Tenant, as between themselves, hereby waive the right to seek or collect punitive or consequential damages.

11.16WAIVER OF LANDLORD’S LIEN:    Landlord hereby expressly waives any lien, right of distraint or related or similar rights now or hereafter granted to Landlord by statute, or otherwise, with respect to Tenant’s personal property, trade fixtures, inventory, or stock-in-trade in or on the Demised Premises for non-payment of rent, default by Tenant, or any other reason whatsoever; to the extent a waiver of any lien is unenforceable, Landlord hereby subordinates such lien to the lien of any holder of indebtedness of Tenant.

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ARTICLE XII

12.01HAZARDOUS MATERIALS(a) Landlord warrants and represents that, to the Landlord’s knowledge without expert inspection, there are no Hazardous Materials (as defined below) in the Demised Premises or the Building systems serving same. Landlord covenants and agrees to comply with Environmental Laws (as defined below). The term “Hazardous Materials” means friable asbestos and friable asbestos-containing material; any chemical, material or substance at any time defined as or included in the definition of “hazardous substances”, “hazardous wastes”, hazardous materials”, “extremely hazardous waste”, “biohazardous waste”, “pollutant”, “toxic pollutant”, “contaminant”, “restricted hazardous waste”, “acutely hazardous waste”, “radioactive waste”, “infectious waste”, “toxic substances”, or any other term or expression intended to define, list or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity or words of similar import) under any Legal Requirement; any oil, petroleum, petroleum fraction or petroleum derived substance; mercury; urea formaldehyde foam insulation; electrical equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; provided, however, that such term shall not be deemed to include (a) limited quantities of substances typically used and reasonably necessary for the ordinary operation and maintenance of the Building and Building systems serving the Demised Premises, so long as such substances are used, transported, stored and handled in accordance with all Environmental Laws; or (b) oil, petroleum, petroleum fractions or petroleum derived substances used for purposes of heating or providing emergency power for the Building. “Environmental Laws” means all applicable Federal, State and local laws, statutes, ordinances, permits, orders, decrees, guidelines, rules, regulations and orders pertaining to health or the environment (“Environmental Laws”), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) and the Resource Conservation and Recovery Act (“RCRA”), as each of the foregoing have been amended and may be amended from time to time. “Abatement Work” shall be defined as the removal of any and all Hazardous Materials and the delivery to Tenant of a clearance certificate from the applicable governmental jurisdiction (or, if no governmental jurisdiction issues such certificate, then from a licensed environmental hygienist) certifying the complete removal thereof.

(b) If Hazardous Materials are discovered in the Demised Premises or Building systems serving the Demised Premises at any time during the Lease Term hereof, then, at Tenant’s request, Landlord shall, at its sole cost and expense, promptly perform all Abatement Work and repair or replace all improvements damaged by the Abatement Work. Base Rent and additional rent shall abate from the date on which the Hazardous Materials are discovered and Tenant has ceased conducting business from the affected portion(s) of the Demised Premises until the date on which the Abatement Work is complete and all damaged improvements are repaired or replaced to the extent that Tenant may reoccupy the entire Demised Premises for the conduct of Tenant’s business. Any such abatement of Base Rent and additional rent shall be in proportion to the square footage of the affected portion(s) as against the square footage of the

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useable portion(s) of the Demised Premises.  Landlord shall be solely responsible for and shall comply with all legal requirements with respect to Hazardous Materials in the Demised Premises, provided that such Hazardous Materials were not installed thereon by Tenant or Tenant’s employees or contractors.

ARTICLE XIII

13.01RULES AND REGULATIONSTenant covenants and agrees with Landlord to obey, in all respects, the following rules and regulations:

(1)The delivery, shipping, loading or unloading of merchandise, supplies and fixtures to and from the Demised Premises shall be subject to such rules and regulations as in the reasonable judgment of Landlord are reasonably necessary for the proper operation of the Building, so long as same does not interfere with the conduct of Tenant’s business, use, occupancy or access to the Premises;

(2)No aerial, antennae, satellite dish or microwave facility shall be erected on the roof or exterior walls of the Building, or on the grounds, without obtaining the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Any aerial, antennae, satellite dish or microwave facility so installed without such written consent shall be subject to removal without notice at any time;

(3)No loudspeakers, televisions, phonographs, radios or other devices shall be used in a manner so as to be heard outside of the Demised Premises without the prior written consent of Landlord;

(4)Tenant shall keep the Demised Premises at a temperature sufficiently high to prevent freezing of water in pipes and fixtures;

(5)The plumbing facilities shall not be used for any other purposes than that for which they are constructed, and no foreign substance of any kind shall be thrown therein;

(6)Tenant shall not burn any trash or garbage of any kind in or about the Building;

(7)No auction, fire, bankruptcy, selling out sales, or sidewalk sales shall be conducted on or about the Demised Premises without prior written consent of Landlord;

(8)Intentionally Omitted.

(9)Tenant shall not permit any unlawful or immoral practice or business to be carried on or committed upon the Demised Premises;

(10)Tenant shall not use the Demised Premises for any purpose or in any manner

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whatsoever which create a nuisance or injure the reputation of the Building or Landlord;

(11)         Tenant shall not bring, or permit to be brought or kept in or on the Demised Premises, any inflammable, combustible or explosive fluid, material, chemical or substance, except limited amounts in compliance with applicable laws, or cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors to unreasonably permeate in or emanate from the Demised Premises;

(12)Tenant shall maintain the Demised Premises free of vermin, insects, and rodents, and shall provide for exterminating services to the Demised Premises as needed;

(13)Tenant agrees to keep the store front and sidewalk adjacent thereto and up to 18 inches into the street abutting the sidewalk clear and free from any debris and litter, snow and ice, and graffiti. Tenant shall sweep and maintain in clean condition the sidewalk in front of the Demised Premises;

(14)         Tenant shall operate the Demised Premises during the term of this Lease with due diligence and efficiency, unless prevented from doing so by cause beyond Tenant’s reasonable control.

(15)         Tenant shall comply with all further reasonable rules and regulations for the use and occupancy of the Building as Landlord from time to time reasonably promulgates for the best interests of the Building. If Tenant disputes the reasonableness of any future rule or regulation, Tenant shall so notify Landlord within ninety (90) days after the promulgation thereof, and the dispute shall be settled by arbitration by and in accordance with the rules then existing of the American Arbitration Association. Landlord shall have no liability for the violation of any rules or regulations by any other tenant (unless such other tenant is Landlord or any of its affiliates), nor shall such violation, or the waiver thereof, excuse Tenant from compliance. All rules and regulations shall be enforced non-discriminately as to all tenants in the Building.

Signature Page Follows

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IN WITNESS WHEREOF, Landlord and Tenant have duly signed and sealed this Lease as of the day and year first above written.

Witness for Landlord:		Landlord
		KAM HING REALTY-NYC, LLC
	By	Kam Hing Enterprises, Inc., Member
/s/ [ILLEGIBLE]	By	/s/ Howard Yung
		Howard Yung, President
Witness for Tenant:		Tenant WILSHIRE STATE BANK
/s/ [ILLEGIBLE]	By	/s/ David Kim
		David Kim, Officer

ACKNOWLEDGEMENT PAGE FOLLOWS

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

State of California

County of Log Angeles

On	July 31, 2009	before me,	Katie Hahn, Notary Public	,
	Date		Here Insert Name and Title of the Office
personally appeared		David kim
		Name(s) of Signer(s)
				,

who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

	WITNESS my hand and official seal.
	Signature	/s/ Katie Hahn
Place Notary Seal Above		Signature of Notary Public

OPTIONAL

Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Description of Attached Document

Title or Type of Document:
Document Date:	Number of Pages:
Signer(s) Other Than Narhed Above:

Capacity(ies) Claimed by Signer(s)

Signer’s Name:

oIndividual

oCorporate Officer — Title(s):_________________________________________

oPartner — o Limited o General

oAttorney in Fact

oTrustee

oGuardian or Conservator

oOther:

Signer Is Representing:

RIGHT THUMBPRINT OF SIGNER

Top of thumb here

Signer’s Name:

oIndividual

oCorporate Officer — Title(s):_________________________________________

oPartner — o Limited o General

oAttorney in Fact

oTrustee

oGuardian or Conservator

oOther:

Signer Is Representing:

RIGHT THUMBPRINT OF SIGNER

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©2007 National Notary Association · 9350 De Soto Ave., P.O. Box 2402 · Chatsworth, CA 91313-2402 · www.NationalNotary.org  Item #5907  Reorder: Call Toll-Free 1-800-876-6827

ACKNOWLEDGMENTS

STATE OF NEW YORK	)
	:ss.:
COUNTY OF	)

On the day of August in the year 2009, before me, the undersigned, personally appeared                                 , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person(s) upon behalf of which the individual(s) acted, executed the instrument

Notary Public

STATE OF NEW YORK	)
	:ss.:
COUNTY OF NEW YORK	)

On the 3rd day of September in the year 2009, before me, the undersigned, personally appeared Howard K. H. Yung, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person(s) upon behalf of which the individual(s) acted, executed the instrument

/s/ Robert Paul Rich

Notary Public

ROBERT PAUL RICH

Notary Public, State of New York

No. 02RI4746994

Qualified in Kings County

Commission Expires April 30, 2010

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Schedule A-2

LANDLORD’S WORK

Prior to and as a condition of delivery of possession of the Demised Premises to Tenant, Landlord agrees to complete the following work (collectively, “Landlord’s Work”):

1.             Landlord shall remove and dispose of all asbestos and/or asbestos containing materials on the Basement, Ground floor and Second floor.  Landlord will provide Tenant with ACP-5 certification.

2.             Electrical service to the Basement, Ground floor and Second floor is to be separated from service to the balance of the Building and separately metered for Tenant’s use. New electrical service shall be in two (2) meters (one serving the ground floor and basement and the other serving the second floor of the Demised Premises) each for Tenant’s exclusive use.

3.             Landlord shall deliver, in good working order, the HVAC unit(s) that serve the Demised Premises. Provided that Tenant has obtained and kept continuously in force and effect a commercially reasonable maintenance contract pertaining to the HVAC unit(s) and has undertaken the manufacturer required periodic maintenance of the same throughout the Lease Term, then Landlord shall repair and/or replace, as needed and at Landlord’s sole cost the condenser, evaporator and/or compressor components of the HVAC system.

Witness for Landlord:		Landlord
		KAM HING REALTY-NYC, LLC
	By	Kam Hing Enterprises, Inc., Member
/s/ [ILLEGIBLE]	By	/s/ Howard Yung
		Howard Yung, President
Witness for Tenant:		Tenant
		WILSHIRE STATE BANK,
/s/ [ILLEGIBLE]	By	/s/ David Kim
		David Kim, Officer

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Schedule B

SURRENDER DECLARATION

Pursuant to Section 2.13(a)(iii) of the Lease between WILSHIRE STATE BANK (“Tenant”) and KAM HING REALTY-NYC, LLC (“Landlord”) dated as of                     , 2009, Tenant hereby surrenders the keys and possession of the ground floor, second floor and basement (“Premises”) in the Building known as and by the street address 308 Fifth Avenue York, New York 10001, to Landlord, effective immediately.

Dated:
	WILSHIRE STATE BANK, Tenant
	By:
	, Officer, and
	By:
	, Officer

Agreed to and Accepted as of this
day of                                 , 2
KAM HING REALTY-NYC, LLC
By:
	Howard Yung, Member

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Schedule C

Form of Subordination, Non-Disturbance Attornment Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is entered into by and among WILSHIRE STATE BANK (“Tenant”), whose address is 3200 Wilshire Boulevard, 7th Floor, Los Angeles, CA 90010, KAM HING REALTY-NYC, LLC (“Landlord”), whose address is 308 Fifth Avenue, New York, New York 10001, and                                  ( the “Lender”), whose address is                                                       .

W I T N E S S E T H :

WHEREAS, Landlord, or its successor or designee, is the owner in fee simple of the real property described in Exhibit A attached hereto, together with the improvements thereon (collectively, the “Property”);

WHEREAS, Landlord and Tenant have entered into a certain Lease (as the same may have been or may hereafter be amended, modified, renewed, extended or replaced, the “Lease”), dated                        , 20                        , leasing to Tenant a portion of the Property (the “Premises”);

WHEREAS, Lender is the holder of that certain mortgage dated as of              and recorded in                     on                  (the “Mortgage”); the Mortgage encumbers, among other things, the Property.

WHEREAS, Lender, Landlord and Tenant desire to confirm their understanding with respect to the Lease and the Mortgage and the rights of Tenant and the Lender thereunder.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Subordination. Notwithstanding anything to the contrary set forth in the Lease, Tenant hereby subordinates and subjects the Lease and the leasehold estate created thereby and all of Tenant’s rights thereunder to the Mortgage and the liens thereof and all advances and rights of the Lender thereunder and to any and all renewals, modifications, consolidations, replacements and extensions thereof, as fully and as if the Mortgage and all of its renewals, modifications, consolidations, replacements and extensions had been executed, delivered and recorded prior to execution of the Lease.

2.             Non-Disturbance. If, at any time, the Lender or any person or entity or any of their successors or assigns who shall acquire the interest of Landlord under the Lease through a foreclosure of the Mortgage, the exercise of the power of sale under the Mortgage, a deed-in-lieu of foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a “New Owner”) shall succeed to the interests of Landlord under the Lease, so long as the Lease is then in full force and

42

effect, Tenant complies with this Agreement and no default , after notice and expiration of applicable cure periods, on the part of Tenant (collectively, a “Default”) exists under the Lease, the Lease shall continue in full force and effect as a direct lease between the New Owner and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term thereof. Tenant hereby agrees to attorn to and accept any such New Owner as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease, and the Lender, or any such New Owner of the Property, agrees that it will not disturb the possession of Tenant and will be bound by all of the obligations imposed on the Landlord by the Lease; provided, however, that any New Owner shall not be:

(a)liable for any act or omission of a prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease, which, as to maintenance and repair obligations, shall not then be continuing; or

(b)subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) arising prior to the date upon which the New Owner shall succeed to the interests of Landlord under the Lease which are not specifically provided for in the Lease; or

(c)except as permitted by the Mortgage, bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one (1) month or by any security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any prior landlord, (including Landlord), except to the extent that such New Owner actually comes into exclusive possession of the same; or

(d)bound by any assignment (except as permitted by the Lease), surrender, release, waiver, cancellation, amendment or modification of the Lease made without the written consent of the Lender; or

(e)responsible for the making of any improvement to the Property or repairs in or to the Property in the case of damage or destruction of the Property or any part thereof due to fire or other casualty or by reason of condemnation unless such New Owner shall be obligated under the Lease to make such repairs and shall have received insurance proceeds or condemnation awards sufficient to finance the completion of such repairs; or

(f)obligated to make any payment to Tenant except for the timely return of any security deposit or pre-paid rent (but not more than one month in advance) actually received by such New Owner.

Nothing contained herein shall prevent the Lender from naming or joining Tenant in any foreclosure or other action or proceeding initiated by the Lender pursuant to the Mortgage to the extent necessary under applicable law in order for the Lender to avail itself of and complete the foreclosure or other remedy, but such naming or joinder shall not be in derogation of the rights of Tenant as set forth in this Agreement.

3.Payments to Lender and Exculpation of Tenant. Tenant is hereby notified that the Lease and the rent and all other sums due thereunder have been collaterally assigned to the Lender.  In the event that the Lender or any future party to whom the Lender may assign the

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Mortgage notifies Tenant of a default under the Mortgage and directs that Tenant pay its rent and all other sums due under the Lease to the Lender or to such assignee, Tenant shall honor such direction without inquiry and pay its rent and all other sums due under the Lease in accordance with such notice. Landlord agrees that Tenant shall have the right to rely on any such notice from the Lender or any such assignee without incurring any obligation or liability to Landlord, and Tenant is hereby instructed to disregard any notice to the contrary received from Landlord or any third party.

4.Attornment. If the interest of Landlord under the Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of the Mortgage and the obligations secured thereby or pursuant to a taking of a deed in lieu of foreclosure (or similar device), Tenant shall be bound to the successor and, except as otherwise provided in this Agreement, the successor shall be bound to Tenant under all of the terms, covenants and conditions of the Lease, for the unexpired balance of the term thereof remaining (and any extensions, if exercised), with the same force and effect as if the successor were the landlord, and Tenant does hereby (a) agree to attorn to the successor, including the Lender, if it is the successor, as its landlord, (b) to ratify and reaffirm its obligations under the Lease and (c) agree to make payments of all sums due under the Lease to the successor, said attornment, ratification, reaffirmation and agreement to be effective and self-operative without the execution of any further instruments, upon the successor succeeding to the interest of Landlord under the Lease and notice of such succession being given to the Tenant in the manner set forth in Section 7 of this Agreement. Tenant waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Lease or the obligations of Tenant thereunder by reason of any foreclosure or other proceedings for enforcement of the Mortgage or the taking of a deed in lieu of foreclosure (or similar device).

5.Notice. Any notice, demand, statement, request, consent or other communication made hereunder shall be in writing and shall be validly given or made if (i) delivered by hand, (ii) deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, or (iii) delivered by a nationally recognized next day delivery courier service, and service shall be deemed given the first business day delivery is attempted. Notices to Tenant and Landlord shall be addressed in accordance with Section 11.07 of the Lease. Notices to Lender shall be addressed to the address set forth in the preamble hereto. Any party may change its address for the purpose of receiving notices or demands as herein provided by a written notice given in the manner aforesaid to the other party hereto, which notice of change of address shall not become effective, however, until the actual receipt thereof by the other party or delivery is refused.

6.Miscellaneous.

(a)In the event of any conflict or inconsistency between the provisions of this Agreement and the Lease, the provisions of this Agreement shall govern; provided, however, that the foregoing shall in no way diminish Landlord’s obligations or liability to Tenant under the Lease. The Lender’s enforcement of any provisions of this Agreement or the Mortgage shall not entitle Tenant to claim any interference with the contractual relations between Landlord and Tenant or give rise to any claim or defense against any Lender or the Lender with respect to the enforcement of such provisions.

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(b)Tenant agrees that this, Agreement satisfies any condition or requirement in the Lease relating to the granting of a non-disturbance agreement pursuant to the Lease.

(c)This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that the interest of Tenant under this Agreement may not be assigned or transferred without the prior written consent of the Lender.

(d)The captions appearing under the paragraph number designations of this Agreement are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions of this Agreement.

(e)If any portion or portions of this Agreement shall be held invalid or inoperative, then all of the remaining portions shall remain in full force and effect, and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion or portions held to be invalid or inoperative.

(f)This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located.

(g)This Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original, but all of which, collectively and separately, shall constitute one and the same agreement.

(h)This Agreement cannot be altered, modified, amended, waived, extended, changed, discharged or terminated orally or by any act on the part of Tenant, Landlord or the Lender, but only by an agreement in writing signed by the party against whom enforcement of any alteration, modification, amendment, waiver, extension, change, discharge or termination is sought.

[SEE ATTACHED SIGNATURE PAGES]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth adjacent to their signatures below to be effective as of the date of the Mortgage.

TENANT:

By:

Name:

Title:

LANDLORD:

By:

Name:

Title:

LENDER:

By:

Name:

Title:

46

EXHIBIT A

PROPERTY DESCRIPTION

47

REGAL TITLE AGENCY as agent for
LAWYERS TITLE INSURANCE CORPORATION

Title Number: REM-01-25224

SCHEDULE A CONTINUATION

BLOCK 833 LOT 42 ON THE TAX MAP OF NEW YORK COUNTY

ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Manhattan, County, City and State of New York, bounded and described as follows:

BEGINNING at a point on the westerly side of 5th Avenue, distant 74 feet 3/4 inches northerly from the point of intersection of said line with the northerly side of West 31st Street;

thence westerly parallel with West 31st Street, 100 feet;

thence northerly parallel with 5th Avenue, 24 feet 8-1/4 inches;

thence easterly along the center line of the block 100 feet to the westerly side of 5th Avenue;

thence southerly along the westerly side of 5th Avenue, 24 feet 8-1/4 inches to the point or place of BEGINNING.

ALTA OWNER’S POLICY

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SCHEDULE D

Tenant’s Plans-

(6 pages)

First Floor Demolition / Construction Plan

First Floor Furniture / Elect / Tel. Plan

Second Floor Demolition / Construction Plan

Second Floor Furniture / Elect / Tel. Plan

Basement Demolition / Construction Plan

Basement Furniture / Elect / Tel. Plan

EX-10.28

Exhibit 10.28

SECOND AMENDMENT TO OFFICE LEASE

THIS SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is hereby made by and between RMC/PAVILION TOWERS, LLC, a Colorado limited liability company (“Landlord”), and WILSHIRE STATE BANK, a California chartered bank (“Tenant”), on this 11 day of August 2008 (the “Effective Date”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant entered into that certain Office Lease (the “Original Lease”), dated June 21, 2005, in which Landlord leased to Tenant and Tenant leased from Landlord those certain premises (the “Leased Premises”) consisting of approximately 1,135 rentable square feet of space commonly referred to as Suite 415 of that, certain office building (the “Building”) commonly known as the Pavilion Tower II, located at 2821 South Parker Road, in Arapahoe County, Aurora, Colorado 80014;

WHEREAS, the Original Lease has been amended by that certain First Amendment to Office Lease (the “First Amendment”), dated October 17, 2005, by and between Landlord and Tenant, pursuant to which the Commencement Date of the Original Lease was changed to August 12, 2005 (the Original Lease, as amended by the First Amendment, is hereinafter referred to as the “Lease”);

WHEREAS, the Lease Term with respect to the Leased Premises is scheduled to expire on September 30, 2008; and

WHEREAS, Landlord and Tenant have agreed to modify the Lease in order to (i) extend the Lease Term, (ii) provide for certain modifications in Base Rent, and (iii) otherwise modify the Lease, in accordance with the terms and conditions set forth below.

AGREEMENT:

NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00), the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Landlord and Tenant do hereby represent, covenant, and agree as follows:

1.Defined Terms. Except as expressly defined in this Second Amendment, all initial capitalized terms in this Second Amendment not otherwise defined herein shall have the meaning assigned to such terms in the Lease.

2.Lease Term. Subject to the terms and conditions set forth in the Lease, as amended hereby, the Lease Term is extended by a period of thirty-six (36) months (the “Extended Term”) so that the Lease shall expire on September 30, 2011 (the “Expiration Date”). The Extended Term shall be upon the same terms and conditions set forth in the Lease as modified by this Second Amendment.

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3.Condition of the Leased Premises. Tenant has made a thorough inspection of the Leased Premises and Tenant accepts the same (as of the Effective Date and as of the Extension Date [as defined below]) in its current condition, “AS-IS, WHERE-IS, AND WITH ALL FAULTS,” and Landlord shall have no obligation to complete any improvements in or to the Leased Premises. ADDITIONALLY, LANDLORD SHALL MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE LEASED PREMISES. ALL IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED.

4.Base Rent; Base Year.

(a)The Lease (including, without limitation, Section 1.7 of the Original Lease) is hereby amended to provide that, commencing on October 1, 2008 (the “Extension Date”), Base Rent for the entire Leased Premises shall be payable by Tenant, in accordance with all applicable terms and provisions of the Lease, at the annual rental rate per rentable square foot and for the specific time periods set forth below:

Time Period	Annual Base Rent PerRentable Square Foot		Applicable Monthly Base Rent Payment
Extension Date – September 30, 2009	$	15.50	$	1,466.04
October 1, 2009 – September 30, 2010	$	16.00	$	1,513.33
October 1, 2010 – Expiration Date	$	16.50	$	1,560.63

(b)Notwithstanding any provision to the contrary contained in the Lease, commencing on the Extension Date, the Base Year (as identified in Section 2.3(a) of the Original Lease) shall be the calendar year 2008; provided, that if the Property (as defined in the Lease) is not ninety-five percent (95%) occupied during the Base Year (as modified immediately above) or any subsequent calendar year during the Lease Term, Operating Expenses shall be determined as if the Property had been ninety-five percent (95%) occupied during such year.

5.Option to Extend. Notwithstanding any provision to the contrary contained in the Lease or in this Second Amendment, the one-time option to extend attached to the Original Lease as Rider “1” is hereby deleted in its entirety and as of the Effective Date is of no further force or effect.

6.Brokerage. Tenant hereby represents and warrants to Landlord that no commission, fee or payment of any kind is due or payable to any broker, leasing agent or other agent or intermediary (other than R.M. Crowe Leasing, LLC and CB Richard Ellis, Inc.) in connection with this Second Amendment, or with respect to the subject matter hereof, as a result of Tenant’s or Tenant’s agent’s dealings with any such party, and Tenant hereby agrees to

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indemnify, defend and hold Landlord harmless from and against any and all loss, damage, claim, cost or expense (including, without limitation, attorneys’ fees and costs of court) arising therefrom or in any way related thereto.

7.Effect of this Second Amendment. Except as specifically amended by the provisions hereof, the terms and provisions in the Lease are ratified hereby and shall continue to govern the rights and obligations of the parties thereunder, and all provisions and covenants of the Lease shall remain in full force and effect as stated therein. This Second Amendment and the Lease shall be construed as one instrument. In the event of any conflict between this Second Amendment and the Lease, the terms and provisions of this Second Amendment shall control and shall be paramount, and the Lease shall be construed accordingly. The terms, provisions and covenants of this Second Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors in interest and legal representatives. The terms and conditions of this Second Amendment may not be modified, amended, altered or otherwise affected except by instrument in writing executed by Landlord and Tenant. THIS SECOND AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN LANDLORD AND TENANT WITH RESPECT TO THE AMENDMENT OF THE LEASE, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN LANDLORD AND TENANT. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN LANDLORD AND TENANT.

8.Offer by Tenant. The submission of an executed counterpart of this Second Amendment by Tenant to Landlord shall constitute an offer by Tenant to Landlord, which offer shall remain irrevocable for a period often (10) business days after the date upon which such executed counterpart is delivered to Landlord by Tenant.

9.Miscellaneous.

(a)This Second Amendment shall be construed according to the laws of the State of Colorado.

(b)Landlord and Tenant hereby represent, warrant and agree that all recitals set forth above in this Second Amendment are true and correct, and all such recitals are hereby ratified, adopted and restated as part of the agreement by and between Landlord and Tenant which is evidenced by and effected by this Second Amendment.

(c)Tenant warrants that all consents and/or approvals required (including from all of its members, to the extent applicable) for its execution, delivery and performance of this Second Amendment have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Second Amendment and in the Lease.

(d)If any term or provision of this Second Amendment, or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Second Amendment, or the application of such provision to persons or

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circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each provision of this Second Amendment shall be valid and shall be enforceable to the extent permitted by law.

(e)This Second Amendment may be executed in multiple counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively but one instrument; but in making proof of this Second Amendment, it shall not be necessary to produce or account for more than one (1) such counterpart.

[The signature page follows immediately hereafter.]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment effective as of the Effective Date.

LANDLORD:
RMC/PAVILION TOWERS, LLC
a Colorado limited liability company
By:	/s/ Chris Matthews
	Chris Matthews
	President
TENANT:
WILSHIRE STATE BANK
a California chartered bank
By:		/s/ [ILLEGIBLE]
Name:
Title:

5

EX-10.29

Exhibit 10.29

LEASE AGREEMENT

THIS LEASE, dated this 15th day of December, 2009, between NDI DEVELOPMENT (“Landlord”) and WILSHIRE STATE BANK (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord desires to lease to Tenant the portion of the Premises set forth on Exhibit A (the “Lease Premises”).

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord leases to Tenant and Tenant hires from said Landlord the Lease Premises, subject to the following terms and conditions:

1.Demised Premises. Landlord demises and leases to Tenant approximately 1,000 sf and Tenant rents from Landlord those certain premises commonly known as (“Premises”) as outlined on the site plan of the property located at the address 4864 Jimmy Carter Blvd., Suite 202, Norcross, Georgia 30093, which site plan is attached hereto as Exhibit A. Exhibit A sets forth the general layout of the Shopping Center, but Landlord reserves the right to construct other buildings or improvements or to relocate or add any buildings, improvements, parking areas, and other common areas in the Shopping Center, provided that the size and relative location of the Premises shall not be materially altered.

Landlord leases the Premises to Tenant subject to the terms and provisions of this Lease. Tenant acknowledges that the only warranties and representations Landlord has made in connection with the physical condition of the Premises of Tenant’s use of the same upon which Tenant has relied directly or indirectly for any purpose, if any, are those expressly provided in this Lease. TENANT ACKNOWLEDGES THAT IT HAS FULLY INSPECTED AND ACCEPTS THE PREMISES IN THEIR PRESENT CONDITION, AND TENANT WARRANTS, ACKNOWLEDGES AND AGREES THAT TENANT IS LEASING THE PREMISES IN AN “AS IS” CONDITION “WITH ALL FAULTS” AND SPECIALLY AND EXPRESSLY WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTY, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE OR TYPE WHATSOEVER FROM OR ON BEHALF OF LANDLORD. LANDLORD DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POPULATION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THOSE INVOLVING ASBESTOS AND/OR RADON. TENANT ACKNOWLEDGES THAT IT HAS HAD FULL OPPORTUNITY

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TO INSPECT THE PREMISES IN THIS REGARD, AND HERE BY WAIVES, RELEASES AND DISCHARGES ANY CLAIM IT HAS OR MAY HAVE AGAINST LANDLORD WITH RESPECT TO THE CONDITION OF THE PREMISES, EITHER PATENT OR LATENT.

2.Advance Rent: To secure the faithful performance by Tenant of all the terms, conditions and covenants of this Lease, Tenant shall pay on or before Commencement Date to the Landlord an advance rent (“Advance Rent”) in the amount of Two Thousand Dollars ($2,000.00), which shall be held by Landlord during the Term of the Lease and any renewal thereof. Under no circumstances shall Tenant be entitled to any interest on the Advance Rent. The Advance Rent may be used by Landlord, at its sole discretion, to apply to any amount owing to Landlord hereunder or to pay the expenses of repairing any damage to the Premises, or to cure any default of Tenant hereunder. If Landlord uses all or any portion of the Advance Rent permitted herein, Tenant shall upon written demand by Landlord pay to Landlord the amount necessary to fully restore the Advance Rent to the original amount. If there are no payments to be made from the Advance Rent set forth herein or if there is any balance of the Advance Rent remaining after all payments have been made, the Advance Rent, or such balance thereof remaining, shall be refunded without interest to Tenant within thirty (30) days after fulfillment by Tenant of all obligations hereunder.

3.Rental. Tenant shall pay to Landlord without deduction, setoff, prior notice or demand, as rental the sum of Two Thousand Dollars ($2,000.00) per month in advance on the 1st day of each month in lawful money of the United States of America, commencing on the 1st day of January, 2010, and continuing throughout the balance of the term. Monthly rental for any partial month shall be prorated at the rate of 1/30th of monthly rental per day. Rent shall be paid to Landlord at or at such other place or places as Landlord may from time to time direct.

The rent shall include all property taxes, property insurance and utilities.

4.Term.

a.The term of this Lease shall be for a period of commencing on the January 1, 2010 and ending on December 31, 2010.

b.In the event Landlord is unable to deliver possession of the Lease Premises at the commencement of the term, Landlord shall not be liable for any damage caused thereby, nor shall this Lease be void or voidable but Tenant shall not be liable for rent until such time as Landlord offers to deliver possession of the Lease Premises to Tenant, but the term hereof shall not be extended by such delay. If Tenant, with Landlord’s consent, takes possession prior to the commencement of the term, Tenant shall do

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so subject to all of the covenants and conditions hereof and shall pay rent for the period ending with the commencement of the term at the same rental as that prescribed for the first month of the term, prorated at the rate of 1/30th thereof per day.

4.Use.        Tenant shall use the Lease Premises for office use and for no other purpose without the prior written consent of Landlord.

Tenant’s business shall be established and conducted throughout the term hereof in a first class manner. Tenant shall not use the Lease Premises for, or carry on, or permit to be carried on, any offensive, noisy or dangerous trade, business, manufacture or occupation nor permit any auction sale to be held or conducted on or about the Lease Premises. Tenant shall not do or suffer anything to be done upon the Lease Premises which will cause structural injury to the premises or the building of which the same form a part. The Lease Premises shall not be overloaded and no machinery, apparatus or other appliance shall be used or operated upon the Lease Premises which will in any manner injure, vibrate or shake the Lease Premises or the building of which it is a part. No use shall be made of the Lease Premises which will in any way impair the efficient operation of the sprinkler system (if any) within the building containing the Lease Premises. Tenant shall not leave the Lease Premises unoccupied or vacant during the term. No musical instrument of any sort, or any noise making device will be operated or allowed upon the Lease Premises for the purpose of attracting trade or otherwise. Tenant shall not use or permit the use of the Lease Premises or any part thereof for any purpose which will increase the existing rate of insurance upon the building in which the Lease Premises are located, or cause a cancellation of any insurance policy covering the building or any part thereof. If any act on the part of Tenant or use of the Lease Premises by Tenant shall cause directly or indirectly, any increase of Landlord’s insurance expense, said additional expense shall be paid by Tenant to Landlord upon demand. No such payment by Tenant shall limit Landlord in the exercise of any other rights or remedies, or constitute a waiver of Landlord’s right to require Tenant to discontinue such act or use.

5.Tenant To Hold Landlord Harmless.     Landlord warrants that as of the commencement date of this Lease, there will be no uncured default under the Lease. If Tenant defaults under the Lease, Tenant shall indemnify and hold Landlord harmless from all damages resulting from the default. If Tenant defaults in its obligations under the Lease and Landlord pays rent to Landlord or fulfills any of Tenant’s other obligations in order to prevent Tenant from being in default, Tenant immediately shall reimburse Landlord for the amount of rent or costs incurred by Landlord in fulfilling Tenant’s obligations under this Lease, together with interest on those sums at the rate of seven percent (7%) per annum, or the highest legal rate.

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6.Miscellaneous.

a.Attorney’s Fees. If any party commences an action against any of the parties arising out of or in connection with this Lease, the prevailing party or parties shall be entitled to recover from the losing party or parties reasonable attorney’s fees and cost of suit.

b.Notice. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party shall be addressed to the other party at the address set forth in the introductory paragraph of this Lease. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated with 72 hours from the time of mailing if mailed as provided in this paragraph.

LANDLORD:		TENANT:
NDI DEVELOPMENT, LLC		WILSHIRE STATE BANK
By:	/s/ [ILLEGIBLE]	By:	/s/ Anna Chung
			Anna Chung
Title:	Manager	Title:	SVP & SBA Manager
Date:	12/21/09	Date:	12/29/09

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EXHIBIT A

LEASE PREMISES

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EXHIBIT B

USE AND ACCESS

Landlord shall maintain all common area in a sanitize and professional manner.

Tenant shall have full use and access to the following area during operating hours of Monday thru Friday, 8am to 6pm, unless otherwise stated:

1)Reception area;

2)Receptionist (Monday thru Friday, 9am to 5pm, excluding holidays);

3)Kitchen;

4)Reception room;

5)Conference room (Please book room use with Receptionist);

6)Copy areas;

7)Laboratories.

In addition to the above use and access list, Tenant shall also receive the following services:

a)Office cleaning services;

b)Two designated phone lines;

c)24 hours secure building, exterior of building is monitor 24 hours a day, interior has unmonitored cameras in all common areas;

(REMAINDER OF PAGE LEFT BLANK)

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SPECIAL STIPULATION

In the event of any conflict between the terms of this Special Stipulation and the Lease, the terms of this Special Stipulation shall control.

a)Tenant shall have exclusive use of receptionist 4 hours a day, Monday thru Friday, to assist LPO manager of the Tenant.

b)Tenant shall have two, one year option to renew Lease upon 60 days written notice.

c)Tenant has option to hire own private assistant at Tenant sole cost and expenses. At which time, Landlord shall provide additional space approximately 200sf at no additional charge and will automatically Terminate reception services, as stated on Special Stipulation a).

(REMAINDER OF PAGE LEFT BLANK)

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EX-10.30

Exhibit 10.30

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of the 31st day of March, 2008, by and between YPI 9801 WESTHEIMER, LLC, a Delaware limited liability company (“Landlord”) and WILSHIRE STATE BANK, a California state-chartered bank (“Tenant”).

WHEREAS, Landlord, as successor-in-interest to 9801 Westchase, Ltd., a Texas limited partnership, and Tenant are parties to that certain Office Lease dated as of March 3, 2005 (the “Lease”) covering approximately 1,096 square feet of rentable area (the “Premises”) known as Suite 801 on the 8th floor of the building currently known as Younan Place located at 9801 Westheimer, Houston, Texas 77042 (the “Building”), as more particularly described therein;

WHEREAS, the Landlord is now the owner of the Building and the landlord under the Lease;

WHEREAS, the Term of the Lease currently expires on March 31, 2008 (the “Prior Expiration Date”), and Tenant desires to extend the Term for a period of thirty-six (36) months to expire on March 31, 2011;

WHEREAS, subject to the terms and conditions hereof, Landlord has agreed to extend the Term of the Lease as described herein; and

WHEREAS, Landlord and Tenant desire to amend the Lease to reflect their agreements as to the terms and conditions governing the extension of the Term of the Lease.

NOW, THEREFORE, in consideration of the premises and the mutual covenants between the parties herein contained, Landlord and Tenant hereby agree as follows:

1.Term. The Term of the Lease is hereby extended for a period of thirty-six (36) months to expire on March 31, 2011, and all references in the Lease to the “Term” and the “Expiration Date” are hereby amended to reflect such extension. The period from April 1, 2008 to March 31, 2011 is referred to herein as the “Extended Term”.

2.Monthly Rent. From and after the date hereof and continuing through the Prior Expiration Date, Tenant shall continue to pay Monthly Rent and all other sums in accordance with the terms of the Lease. During the Extended Term, Tenant shall pay Monthly Rent for the Premises as follows:

PERIOD	INSTALLMENTS OF MONTHLY RENT
4/1/08 – 3/31/09	$	2,100.67
4/1/09 – 3/31/10	$	2,146.33
4/1/10 – 3/31/11	$	2,192.00

All such Monthly Rent shall be payable in accordance with the terms of the Lease, as amended hereby.

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3.Taxes and Operating Expenses. During the Extended Term, Tenant shall continue to pay Tenant’s Pro Rata Share of increases in Taxes and Operating Expenses in accordance with the terms of the Lease; provided that, effective as of April 1, 2008, items L and M of Article 1 of the Lease, respectively, shall be amended in their entireties to read as follows:

L.	Operating Expenses Base:	The actual Operating Expenses for the calendar year 2008, grossed up in accordance with the last paragraph of Section A of Article 4 of the Lease.
M.	Tax Base:	The actual Taxes for the calendar year 2008.

4.Landlord’s Notice Address.

(a)Landlord’s notice address set forth in item F of Article 1 of the Lease is hereby amended in its entirety to the following:

YPI 9801 WESTHEIMER, LLC

c/o Younan Properties, Inc.

21700 Oxnard Street, 8th Floor

Woodland Hills, California 91367

Attn: Asset Manager

(b)The phrase “9801 Westchase, Ltd.,” contained in the first sentence of the second paragraph of Section A of Article 8 of the Lease is hereby deleted.

5.Acceptance of Premises. TENANT ACKNOWLEDGES THAT TENANT CURRENTLY OCCUPIES THE PREMISES AND TENANT HEREBY ACCEPTS THE PREMISES AND THE BUILDING (INCLUDING THE SUITABILITY OF THE PREMISES FOR THE USE PERMITTED UNDER THE LEASE) IN “AS IS” CONDITION WITH ANY AND ALL FAULTS AND LATENT OR PATENT DEFECTS AND WITHOUT RELYING UPON ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) OF LANDLORD OR ANY REPRESENTATIVE OF LANDLORD. Landlord shall not be required to perform any leasehold improvements or provide any improvement allowance in connection with this Amendment.

6.Remedies. The following is hereby inserted at the end of paragraph (b) of Article 20 of the Lease:

In order to regain possession of the Premises and to deny Tenant access thereto, Landlord or its agent may, at the expense and liability of the Tenant, alter or change any or all locks or other security devices controlling access to the Premises without posting or giving notice of any kind to Tenant and Landlord shall have no obligation to provide Tenant a key to new locks installed in the Premises or grant Tenant access to the Premises.

7.Miscellaneous. Exhibit C to the Lease and Exhibit F to the Lease are hereby deleted in their entireties. Notwithstanding anything to the contrary contained in the Lease, upon the expiration or earlier termination of the Term of the Lease, as extended hereby, Tenant shall

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remove all phone and data cabling and related equipment that is installed in the Building after the date hereof by or for the benefit of Tenant.

8.Calculation of Charges. Landlord and Tenant agree that each provision of the Lease, as amended hereby, for determining charges, amounts, and additional rent payments by Tenant (including without limitation, Articles 3 and 4 of the Lease) is commercially reasonable, and as to each such charge or amount, constitutes a “method by which the charge is to be computed” for purposes of Section 93.012 (Assessment of Charges) of the Texas Property Code, as such section now exists or as it may be hereafter amended or succeeded.

9.Tax Protest Waiver. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE LEASE, TENANT HEREBY WAIVES ALL RIGHTS TO PROTEST THE APPRAISED VALUE OF THE BUILDING OR LAND ON WHICH THE BUILDING IS LOCATED OR TO APPEAL THE SAME AND ALL RIGHTS TO RECEIVE NOTICES OF REAPPRAISALS AS SET FORTH IN SECTIONS 41.413 AND 42.015 OF THE TEXAS TAX CODE.

10.DTPA Waiver. TENANT HEREBY WAIVES ALL ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SECTION 17.41 ET. SEQ. OF THE TEXAS BUSINESS AND COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF TENANT’S OWN SELECTION, TENANT VOLUNTARILY CONSENTS TO THIS WAIVER.

11.Express Negligence.

(a)Section B of Article 8 of the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof:

Landlord and Tenant each agree that neither Landlord nor Tenant will have any claim against the other for any loss, damage or injury which is covered by insurance carried by either party (or that would have been covered had the insurance required by the Lease been carried), NOTWITHSTANDING THE NEGLIGENCE OF EITHER PARTY IN CAUSING THE LOSS. This release shall be valid only if the insurance policy in question permits waiver of subrogation or if the insurer agrees in writing that such waiver of subrogation will not affect coverage under said policy. Each party agrees to use its best efforts to obtain such an agreement from its insurer if the policy does not expressly permit a waiver of subrogation.

(b)Tenant acknowledges and agrees that the waivers set forth in Section C of Article 8 of the Lease will apply EVEN IF THE INJURY OR DAMAGE DESCRIBED IN SUCH SECTION IS CAUSED BY THE NEGLIGENCE (BUT NOT THE WILLFUL MISCONDUCT) OF LANDLORD.

(c)Tenant acknowledges and agrees that the waivers and indemnification set forth in Article 9 of the Lease will apply EVEN IF THE INJURY, LOSS, COSTS, EXPENSES, CLAIMS OR DAMAGE DESCRIBED IN SUCH SECTION IS CAUSED BY THE

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NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT) OF LANDLORD.

12.Brokers. Tenant warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Amendment other than PM Realty Group (“Landlord’s Broker”), and that it knows of no other real estate brokers or agents who are or might be entitled to a commission in connection with this Amendment. Landlord agrees to pay a commission to Landlord’s Broker in connection with this Amendment pursuant to a separate written agreement between Landlord and such broker. Tenant agrees to indemnify and hold harmless Landlord from and against any liability or claim arising in respect to any brokers or agents claiming a commission by, through, or under Tenant in connection with this Amendment.

13.Defined Terms. All terms not otherwise defined herein shall have the same meaning assigned to them in the Lease.

14.Ratification of Lease. Except as amended hereby, the Lease shall remain in full force and effect in accordance with its terms and is hereby ratified. In the event of a conflict between the Lease and this Amendment, this Amendment shall control. In no event shall Landlord be liable for any consequential, special or punitive damages as a result of any breach of or default under the Lease (as amended hereby) by Landlord. TENANT HEREBY WAIVES ITS STATUTORY LIEN UNDER SECTION 91.004(b) OF THE TEXAS PROPERTY CODE.

15.No Representations. Landlord and Landlord’s agents have made no representations or promises, express or implied, in connection with this Amendment except as expressly set forth herein.

16.Entire Agreement. This Amendment, together with the Lease, contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Amendment or the Lease, and no prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.

17.Severability. A determination that any provision of this Amendment is unenforceable or invalid shall not affect the enforceability or validity of any other provision hereof and any determination that the application of any provision of this Amendment to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances.

18.Governing Law. This Amendment shall be governed by the laws of the State of Texas.

19.Section Headings. The section headings contained in this Amendment are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof.

20.Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

21.Submission of Amendment Not Offer. The submission by Landlord to Tenant of this Amendment for Tenant’s consideration shall have no binding force or effect, shall not constitute an option, and shall not confer any rights upon Tenant or impose any obligations upon Landlord

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WESTCHASE BANK BUILDING

OFFICE LEASE

BETWEEN

9801 WESTCHASE, LTD.

AND

WILSHIRE STATE BANK

1.	BASIC PROVISIONS	1
2.	PREMISES, TERM AND COMMENCEMENT DATE	2
3.	RENT	2
4.	TAXES AND OPERATING EXPENSES	3
5.	LANDLORD’S WORK, TENANT’S WORK, ALTERATIONS AND ADDITIONS	4
6.	USE	5
7.	SERVICES	5
8.	INSURANCE	7
9.	INDEMNIFICATION	7
10.	CASUALTY DAMAGE	8
11.	CONDEMNATION	8
12.	REPAIR AND MAINTENANCE	8
13.	INSPECTION OF PREMISES	9
14.	SURRENDER OF PREMISES	9
15.	HOLDING OVER	10
16.	SUBLETTING AND ASSIGNMENT	10
17.	SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION	11
18.	ESTOPPEL CERTIFICATE	11
19.	DEFAULTS	11
20.	REMEDIES OF LANDLORD	12
21.	QUIET ENJOYMENT	13
22.	ACCORD AND SATISFACTION	13
23.	SECURITY DEPOSIT	13
24.	BROKERAGE COMMISSION	14
25.	FORCE MAJEURE	14
26.	PARKING	14
27.	HAZARDOUS MATERIALS	15
28.	ADDITIONAL RIGHTS RESERVED BY LANDLORD	16
29.	DEFINED TERMS	17
30.	MISCELLANEOUS PROVISIONS	19
31.	SPECIAL PROVISIONS	21

EXHIBITS

Exhibit A	Plan Showing Premises
Exhibit B	Work Letter Agreement
Exhibit C	Termination Option
Exhibit D	Building’s Rules and Regulations; Janitorial Specifications
Exhibit E	Commencement Date Confirmation
Exhibit F	Renewal Option

OFFICE LEASE

THISLEASE,madeasofthis3rdday of March,2005,byandbetween 9801 WESTCHASE, LTD., a Texas limited partnership (“Landlord”), having an address in care of PM Realty Group, L.P., 9801 Westheimer, Suite 240, Houston, Texas 77042 and WILSHIRE STATE BANK (“Tenant”) having its principal office at 3200 Wilshire Boulevard, Los Angeles, California 90010-1302.

ARTICLE 1. BASIC PROVISIONS

A.	Tenant’s Trade Name:	Wilshire State Bank
B.	Tenant’s Address:	9801 Westheimer, Suite 801, Houston, Texas 77042
C.	Office Building Name:	Westchase Bank Building
	Address:	9801 Westheimer, Houston, Texas 77042
D.	Premises: Suite/Unit No.:	801
	Square Feet (Rentable):	1,096 NRA
E.	Landlord:	9801 Westchase, Ltd.
F.	Landlord’s Address:	In care of PM Realty Group, L.P.
		9801 Westheimer, Suite 240, Houston, Texas 77042
G.	Building	PM Realty Group, L.P.
	Manager/Address:	9801 Westheimer, Suite 240, Houston, Texas 77042
H.	Commencement Date:	March 1st, 2005
		(which date is subject to acceleration as provided in Article 2 and to extension as provided in Paragraph 5 of Exhibit B)
I.	Expiration Date:	The day immediately preceding the 36th month anniversary of the Commencement Date, but if such day is not the last day of a month, then the last day of the month during which such date occurs.
J.	Security Deposit:	$1,552.67
K.	Monthly Rent:	Month	Monthly
		of Term	Rent
		1-36	$1,552.67/$17.00
L.	Operating Expenses Base:	The actual Operating Expenses for the calendar year 2005.
M.	Tax Base:	The actual Taxes for the calendar year 2005.
N.	Tenant’s Pro Rata Share:	.54%. Tenant’s Pro Rata Share shall be determined by and adjusted by Landlord from time to time, by dividing the Tenant’s Rentable Square Feet of the Premises by the rentable area of the Building and multiplying the resulting quotient, to the second decimal place, by one hundred.
O.	Normal Business Hours	Monday through Friday: 7:00 a.m. to 6:00 p.m.

	of Building:	Saturday: 8:00 a.m. to 1:00 p.m. Sunday:  Closed
P.	Brokers:	For Landlord: PM Realty Group, L.P.
		For Tenant:    N/A
Q.	Parking Fee:	Subject to the terms of Article 26, Tenant shall have the right to use on a “first come, first served” basis, up to four (4) unreserved parking spaces within the attached garage for a Parking Fee equal to $0 per unreserved space per month and one (1) reserved space equal to $50.00 per month (plus applicable sales tax).

The foregoing provisions shall be interpreted and applied in accordance with the other provisions of this Lease set forth below. The capitalized terms, and the terms defined in Article 29, shall have the meanings set forth herein or therein (unless otherwise modified in this Lease) when used as capitalized terms in other provisions of this Lease.

ARTICLE 2. PREMISES, TERM AND COMMENCEMENT DATE

Landlord hereby leases and demises to Tenant and Tenant hereby takes and leases from Landlord that certain space identified in Article 1 and shown on a plan attached hereto as Exhibit A (the “Premises”) for a term (the “Term”) commencing on the Commencement Date and ending on the Expiration Date set forth in Article 1, unless sooner terminated as provided herein, subject to the provisions herein contained. The Commencement Date set forth in Article 1 shall be advanced to such earlier date as Tenant commences occupancy of the Premises for the conduct of its business. The Commencement Date is subject to extension as is provided in Paragraph 4 of Exhibit B attached hereto. The actual Commencement Date and the actual Expiration Date shall be confirmed by execution of the Commencement Date Confirmation in the form as set forth in Exhibit E. If Landlord delays delivering possession of the Premises or substantial completion of any Landlord’s Work under Exhibit B, this Lease shall not be void or voidable, and Landlord shall have no liability for loss or damage resulting therefrom.

ARTICLE 3. RENT

A.Monthly Rent. Tenant shall pay Monthly Rent in advance on or before the first day of each month of the Term. If the Term shall commence on a day other than the first day of a month, the Monthly Rent for the first partial month shall be prorated on a per diem basis. Upon its execution of this Lease, Tenant shall pay the installment of Monthly Rent owing for the first full month of the Term and a prorated Monthly Rent for any partial month which may precede it.

B.Additional Rent. All costs and expenses which Tenant assumes or agrees to pay and any other sum payable by Tenant pursuant to this Lease, including, without limitation, Tenant’s Pro Rata Share of increases in Taxes and Operating Expenses under Article 4, shall be deemed Additional Rent.

C.Rent. Monthly Rent, Additional Rent, Taxes and Operating Expenses and any other amounts which Tenant is or becomes obligated to pay Landlord under this Lease are herein referred to collectively as “Rent”, and all remedies applicable to the nonpayment of Rent shall be applicable thereto. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant.

D.Place of Payment, Late Charge, Default Interest. Rent and other charges required to be paid under this Lease, no matter how described, shall be paid by Tenant to Landlord at the Building Manager’s address listed in Article 1, or to such other person and/or address as Landlord may designate in writing, without any prior notice or demand therefor and without deduction or set-off or counterclaim and without relief from any valuation or appraisement Laws. In the event Tenant fails to pay Rent due under this Lease within ten (10) days of due date of

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said Rent, Tenant shall pay to Landlord a late charge of ten percent (10%) on the amount overdue. Any Rent not paid when due shall also bear interest at the Default Rate.

ARTICLE 4. TAXES AND OPERATING EXPENSES

A.Payment of Taxes and Operating Expenses. It is agreed that during each Lease Year beginning with the first month of 2006 and each month thereafter during the Term, or any extension thereof, Tenant shall pay to Landlord as Additional Rent, at the same time as Monthly Rent is paid, an amount equal to one-twelfth (1/12) of Landlord’s estimate (as determined by Landlord in its sole discretion) of Tenant’s Pro Rata Share of any projected increase in the Taxes or Operating Expenses for the particular Lease Year in excess of the Tax Base or Operating Expenses Base, as the case may be (the “Estimated Escalation Increase”). A final adjustment (the “Escalation Reconciliation”) shall be made between the parties as soon as practicable following the end of each Lease Year comparing the actual increase in Tenant’s Pro Rata Share of Taxes or Operating Expenses in excess of the Tax Base or the Operating Expenses Base, as the case may be, to the Estimated Escalation Increase.

As soon as practicable following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the Estimated Escalation Increase for the following Lease Year. Beginning with said statement for the second Lease Year, it shall also set forth the Escalation Reconciliation for the Lease Year just completed. To the extent that the Escalation Reconciliation is different from the Estimated Escalation Increase upon which Tenant paid Rent during the Lease Year just completed, Tenant shall pay Landlord the difference in cash within thirty (30) days following receipt by Tenant of such statement from Landlord, or receive a credit on future Rent owing hereunder (or cash if there is no future Rent owing hereunder) as the case may be. Until Tenant receives such statement, Additional Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the above, if, during any particular Lease Year, there is a change in the information on which Landlord based the estimate upon which Tenant is then making its payment of Estimated Escalation Increase so that such Estimated Escalation Increase furnished to Tenant is no longer accurate, Landlord shall be permitted to revise such Estimated Escalation Increase by notifying Tenant, and there shall be such adjustments made in the Additional Rent on the first day of the month following the serving of such statement on Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of Additional Rent then being paid by Tenant for the balance of the Lease Year (but in no event shall any such decrease result in a reduction of Monthly Rent). Landlord’s and Tenant’s responsibilities with respect to the Additional Rent described herein shall survive the expiration or early termination of the Term.

If the Building is not fully occupied during any particular Lease Year, Landlord may adjust those Operating Expenses which are affected by Building occupancy for the particular Lease Year, or portion thereof, as the case may be, to reflect an occupancy of not less than ninety-five percent (95%) of the rentable area of the Building.

B.Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount of an Escalation Reconciliation or an Estimated Escalation Increase, Tenant shall give Landlord written notice of such dispute within thirty (30) days after Landlord advises Tenant of such adjustment. Tenant’s failure to give such notice shall constitute a waiver of its right to dispute the amounts so determined. If Tenant timely objects, Tenant shall have the right to engage its own accountants (“Tenant’s Accountants”) for the purpose of verifying the accuracy of the Escalation Reconciliation statement in dispute, or the reasonableness of the Estimated Escalation statement in dispute. If Tenant’s Accountants determine that an error has been made, Landlord and Tenant’s Accountants shall endeavor to agree upon the matter, failing which Landlord and Tenant’s Accountants shall jointly select an independent certified public accounting firm (the “Independent Accountant”) which firm shall conclusively determine whether the Escalation Reconciliation is accurate or whether the Estimated Escalation Increase is reasonable, and if not, what amount is accurate or reasonable, as the case may be. Both parties shall be bound by such determination. If Tenant’s Accountants do not participate in choosing the Independent Accountant within 20 days after written notice by Landlord, then Landlord’s determination of the accuracy of the Escalation Reconciliation statement or the reasonableness of the Estimated Escalation Increase Statement, as the case may be, shall be conclusive and Tenant shall be bound thereby. All costs incurred by Tenant in obtaining Tenant’s Accountants and the cost of the Independent Accountant shall be paid by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord (or found to have conclusively occurred by the Independent Accountant), of more than

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ten percent (10%) in the computation of the total amount of Taxes or Operating Expenses as set forth in the statement submitted by Landlord with respect to the matter in dispute; in which event Landlord shall pay the reasonable costs incurred by Tenant in obtaining such audits. Tenant shall continue to timely pay Landlord the amount of the prior year’s Additional Rent determined to be incorrect as aforesaid until the parties have concurred as to the appropriate Additional Rent or have deemed to be bound by the determination of the Independent Accountant in accordance with the preceding terms. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this paragraph, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof.

ARTICLE 5. LANDLORD’S WORK, TENANT’S WORK, ALTERATIONS AND ADDITIONS

A.Landlord’s Work. Landlord shall construct the Premises in accordance with Landlord’s obligations as set forth in the work letter agreement attached hereto as Exhibit B, and hereinafter referred to as “Landlord’s Work.”

B.Tenant’s Work. Tenant, at its sole cost and expense, shall perform and complete all improvements to the Premises (other than Landlord’s Work) which Tenant desires to perform for Tenant’s initial occupancy (herein called “Tenant’s Work”). Tenant shall complete all of Tenant’s Work in good and workmanlike manner, fully paid for and free from liens, in accordance with the plans and specifications approved by Landlord. Subject to Paragraph 7 of Exhibit B, Tenant shall also have the right prior to the scheduled Commencement Date to come onto the Premises to install its fixtures and prepare the Premises for the operation of Tenant’s business. Notwithstanding the fact that foregoing activities by Tenant may occur prior to the scheduled Commencement Date, Tenant agrees that all of Tenant’s obligations provided for in this Lease shall apply during such period with the exception of any obligation to pay Rent.

C.Alterations. Except as provided in the immediately preceding subparagraph B, Tenant shall make no alterations or additions to the Premises without the prior written consent of the Landlord, which consent Landlord may grant or withhold in its sole discretion. If Landlord performs such alterations, additions or Tenant’s Work, as specified in Article 5 herein, Tenant shall pay Landlord, as Additional Rent, the cost thereof plus ten percent (10%) as reimbursement for Landlord’s overhead. Each payment shall be made to Landlord within ten (10) days after receipt of an invoice from Landlord. This provision shall include, but not be limited to, any and all additional work requested by Tenant to be performed by Landlord.

D.Liens. Tenant shall give Landlord at least ten (10) days’ prior written notice (or such additional time as may be necessary under applicable Laws) of the commencement of any Tenant’s Work, to afford Landlord the opportunity of posting and recording notices of non-responsibility. Tenant will not cause or permit any mechanic’s, materialman’s or similar liens or encumbrances to be filed or exist against the Premises or the Building or Tenant’s interest in this Lease in connection with work done under this Article or in connection with any other work performed by Tenant. Tenant shall remove any such lien or encumbrance by bond or otherwise within twenty (20) days from the date of their existence. If Tenant fails to do so, Landlord may pay the amount or take such other action as Landlord deems necessary to remove any such lien or encumbrance, without being responsible to investigate the validity thereof. The amounts so paid and costs incurred by Landlord shall be deemed Additional Rent under this Lease and payable in full upon demand.

E.Compliance with ADA. Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant agree that responsibility for compliance with the Americans With Disabilities Act of 1990 (the “ADA”) shall be allocated as follows: (i) Landlord shall be responsible for compliance with the provisions of Title III of the ADA for all Common Areas, including exterior and interior areas of the Building not included within the Premises or the premises of other tenants; (ii) Landlord shall be responsible for compliance with the provisions of Title III of the ADA for any construction, renovations, alterations and repairs made within the Premises if such construction, renovations, alterations or repairs are made by Landlord for the purpose of improving the Building generally or are done as Landlord’s Work and the plans and specifications for the Landlord’s Work were prepared by Landlord’s architect or space planner and were not provided by Tenant’s architect or space planner; (iii) Tenant shall be responsible for compliance with the provisions of Title III of the ADA for any construction, renovations, alterations and repairs made within the Premises if such construction, renovations, alterations and repairs are made by Tenant, its employees, agents or contractors, at the direction of Tenant or done pursuant to plans and specifications prepared or provided by Tenant or Tenant’s architect or space planner.

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ARTICLE 6. USE

A.Use. Tenant shall use the Premises for general office purposes, and for no other purpose whatsoever, subject to and in compliance with all other provisions of this Lease, including without limitation the Building’s Rules and Regulations attached as Exhibit D hereto. Tenant and its invitees shall also have the non-exclusive right, along with other tenants of the Building and others authorized by Landlord, to use the Common Areas subject to such rules and regulations as Landlord in its discretion may impose from time to time.

B.Restrictions. Tenant shall not at any time use or occupy, or suffer or permit anyone to use or occupy, the Premises or do or permit anything to be done in the Premises which: (a) causes or is liable to cause injury to persons, to the Building or its equipment, facilities or systems; (b) impairs the character, reputation or appearance of the Building as a first class office building; (c) impairs the proper and economic maintenance, operation and repair of the Building or its equipment, facilities or systems; or (d) annoys or inconveniences other tenants or occupants of the Building.

C.Compliance with Laws. Tenant shall keep and maintain the Premises, its use thereof and its business in compliance with all Laws. Tenant shall comply with all Laws relating to the Premises and Tenant’s use thereof, including without limitation, Laws requiring the Premises to be closed on Sundays or any other days or hours and Laws in connection with the health, safety and building codes, and any permit or license requirements. Landlord makes no representation that the Premises are suitable for Tenant’s purposes.

ARTICLE 7. SERVICES

A.Climate Control. Landlord shall furnish heat or air conditioning to the Premises during Normal Business Hours of Building as set forth in Article 1 as required in Landlord’s reasonable judgment for the comfortable use and occupation of the Premises. If Tenant requires heat or air conditioning at any other time, Landlord shall use reasonable efforts to furnish such service upon reasonable notice from Tenant, and Tenant shall pay all of Landlord’s charges therefor on demand. Landlord’s current charge for non-Normal Business Hours of operation is fifty dollars ($50.00) per hour per floor.

The performance by Landlord of its obligations under this Article is subject to Tenant’s compliance with the terms of this Lease including any connected electrical load established by Landlord. Tenant shall not use the Premises or any part thereof in a manner exceeding the heating, ventilating or air-conditioning (“HVAC”) design conditions (including any occupancy or connected electrical load conditions), including the rearrangement of partitioning which may interfere with the normal operation of the HVAC equipment, or the use of computer or data processing machines or other machines or equipment in excess of that normally required for a standard office use of the Premises. If any such use requires changes in the HVAC or plumbing systems or controls servicing the Premises or portions thereof in order to provide comfortable occupancy, such changes may be made by Landlord at Tenant’s expense and Tenant agrees to promptly pay any such amount to Landlord as Additional Rent.

B.Elevator Service. If the Building is equipped with elevators, Landlord, during Normal Business Hours of Building, shall furnish elevator service to Tenant to be used in common with others. At least one elevator shall remain in service during all other hours. Landlord may designate a specific elevator for use as a service elevator.

C.Janitorial Services. Landlord shall provide janitorial and cleaning services to the Premises, substantially as described in Exhibit D attached hereto. Tenant shall pay to Landlord on demand the reasonable costs incurred by Landlord for (i) any cleaning of the Premises in excess of the specifications in Exhibit D for any reason including, without limitation, cleaning required because of (A) misuse or neglect on the part of Tenant or Tenant’s agents, contractors, invitees, employees and customers, (B) the use of portions of the Premises for special purposes requiring greater or more difficult cleaning work than office areas, (C) interior glass partitions or unusual quantities of interior glass surfaces, and (D) non-building standard materials or finishes installed by Tenant or at its request; and (ii) removal from the Premises of any refuse and rubbish of Tenant in excess of that ordinarily accumulated in general office occupancy or at times other than Landlord’s standard cleaning times.

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D.Water and Electricity. Landlord shall make available domestic water in reasonable quantities to the common areas of the Building (and to the Premises if so designated in Exhibit B) and cause electric service sufficient for lighting the Premises and for the operation of Ordinary Office Equipment to be delivered to the Premises. “Ordinary Office Equipment” shall mean office equipment wired for 120 volt electric service and rated and using less than 6 amperes or 750 watts of electric current or other office equipment approved by Landlord in writing. Landlord shall have the exclusive right to make any replacement of lamps, fluorescent tubes and lamp ballasts in the Premises. Landlord may adopt a system of relamping and ballast replacement periodically on a group basis in accordance with good management practice. Tenant’s use of electric energy in the Premises shall not at any time exceed the capacity of any of the risers, piping, electrical conductors and other equipment in or serving the Premises. In order to insure that such capacity is not exceeded and to avert any possible adverse effect upon the Building’s electric system, Tenant shall not, without Landlord’s prior written consent in each instance, connect appliances or heavy duty equipment, other than ordinary office equipment, to the Building’s electric system or make any alteration or addition to the Building’s electric system. Should Landlord grant its consent in writing, all additional risers, piping and electrical conductors or other equipment therefor shall be provided by Landlord and the cost thereof shall be paid by Tenant within 10 days of Landlord’s demand therefor. As a condition to granting such consent, Landlord may require Tenant to agree to an increase in Monthly Rent to offset the expected cost to Landlord of such additional service, that is, the cost of the additional electric energy to be made available to Tenant based upon the estimated additional capacity of such additional risers, piping and electrical conductors or other equipment. If Landlord and Tenant cannot agree thereon, such cost shall be determined by an independent electrical engineer, to be selected by Landlord and paid equally by both parties.

E.Separate Meters. If the Premises are separately metered for any utility, Tenant shall pay a utility charge to Landlord (or directly to the utility company, if possible) based upon the Tenant’s actual consumption as measured by the meter. Landlord also reserves the right to install separate meters for the Premises to register the usage of all or any one of the utilities and in such event Tenant shall pay for the cost of utility usage as metered to the Premises and which is in excess of the usage reasonably anticipated by Landlord for normal office usage of the Premises. Tenant shall reimburse Landlord for the cost of installation of meters if Tenant’s actual usage exceeds the anticipated usage level by more than 10 percent. In any event, Landlord may require Tenant to reduce its consumption to the anticipated usage level. The term “utility” for purposes hereof may refer to but is not limited to electricity, gas, water, sewer, steam, fire protection system, telephone or other communication or alarm service, as well as HVAC, and all taxes or other charges thereon.

F.Interruptions. Landlord does not warrant that any of the services referred to above, or any other services which Landlord may supply, will be free from interruption and Tenant acknowledges that any one or more of such services may be suspended by reason of accident, repairs, inspections, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or causes beyond the reasonable control of Landlord. Any interruption or discontinuance of service shall not be deemed an eviction or disturbance of Tenant’s use and possession of the Premises, or any part thereof, nor render Landlord liable to Tenant for damages by abatement of the Rent or otherwise, nor relieve Tenant from performance of Tenant’s obligations under this Lease. Landlord shall however, exercise reasonable diligence to restore any service so interrupted.

G.Utilities Provided by Tenant. Tenant shall (i) make application in Tenant’s own name for all utilities not provided by Landlord, (ii) comply with all utility company regulations for such utilities, including requirements for the installation of meters, and (iii) obtain such utilities directly from, and pay for the same when due directly to, the applicable utility company. The term “utilities” for purposes hereof shall include but not be limited to electricity, gas, water, sewer, steam, fire protection, telephone and other communication and alarm services, as well as HVAC, and all taxes or other charges thereon. Tenant shall install and connect all equipment and lines required to supply such utilities to the extent not already available at or serving the Premises, or at Landlord’s option shall repair, alter or replace any such existing items. Tenant shall maintain, repair and replace all such items, operate the same, and keep the same in good working order and condition. Tenant shall not install any equipment or fixtures, or use the same, so as to exceed the safe and lawful capacity of any utility equipment or lines serving the same. The installation, alteration, replacement or connection of any utility equipment and lines shall be subject to the requirements for alterations of the Premises set forth in Article 5. Tenant shall ensure that all Tenant’s HVAC equipment, is installed and operated at all times in a manner to prevent roof leaks, damage, or noise due to vibrations or improper installation, maintenance or operation.

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ARTICLE 8. INSURANCE

A.Required Insurance. Tenant shall maintain insurance policies, with responsible companies licensed to do business in the state where the Building is located and satisfactory to Landlord, naming Landlord, Landlord’s Building Manager, Tenant and any Mortgagee of Landlord, as their respective interests may appear, at its own cost and expense including (i) “all risk” property insurance which shall be primary on Tenant’s Work as referenced in Article 5 and Tenant’s property, including its goods, equipment and inventory, in an amount adequate to cover their replacement cost; (ii) business interruption insurance, (iii) commercial general liability insurance on an occurrence basis with limits of liability in an amount not less than $1,000,000 (One Million Dollars) combined single limit for each occurrence. The commercial general liability policy shall include contractual liability which includes the provisions of Article 9 herein.

On or before the Commencement Date, Tenant shall furnish to Landlord and its Building Manager, certificates of insurance evidencing the aforesaid insurance coverage, including naming Landlord, 9801 Westchase, Ltd., and Landlord’s Building Manager as additional insureds. Renewal certificates must be furnished to Landlord at least thirty (30) days prior to the expiration date of such insurance policies showing the above coverage to be in full force and effect.

All such insurance shall provide that it cannot be canceled except upon thirty (30) days’ prior written notice to Landlord. Tenant shall comply with all rules and directives of any insurance board, company or agency determining rates of hazard coverage for the Premises, including but not limited to the installation of any equipment and/or the correction of any condition necessary to prevent any increase in such rates.

B.Waiver of Subrogation. Landlord and Tenant each agree that neither Landlord nor Tenant will have any claim against the other for any loss, damage or injury which is covered by insurance carried by either party and for which recovery from such insurer is made, notwithstanding the negligence of either party in causing the loss. This release shall be valid only if the insurance policy in question permits waiver of subrogation or if the insurer agrees in writing that such waiver of subrogation will not affect coverage under said policy. Each party agrees to use its best efforts to obtain such an agreement from its insurer if the policy does not expressly permit a waiver of subrogation.

C.Waiver of Claims. Except for claims arising from Landlord’s willful misconduct that are not covered by Tenant’s insurance required hereunder, Tenant waives all claims against Landlord for injury or death to persons, damage to property or to any other interest of Tenant sustained by Tenant or any party claiming, through Tenant resulting from: (i) any occurrence in or upon the Premises, (ii) leaking of roofs, bursting, stoppage or leaking of water, gas, sewer or steam pipes or equipment, including sprinklers, (iii) wind, rain, snow, ice, flooding, freezing, fire, explosion, earthquake, excessive heat or cold, or other casualty, (iv) the Building, the Premises, or the operating and mechanical systems or equipment of the Building, being defective, or failing, and (v) vandalism, malicious mischief, theft or other acts or omissions of any other parties including without limitation, other tenants, contractors and invitees at the Building. Tenant agrees that Tenant’s property loss risks shall be borne by its insurance, and Tenant agrees to look solely to and seek recovery only from its insurance carriers in the event of such losses. For purposes hereof, any deductible amount shall be treated as though it were recoverable under such policies.

ARTICLE 9. INDEMNIFICATION

Tenant shall indemnify, defend and hold harmless Landlord and its agents, successors and assigns, including its Building Manager, from and against all injury, loss, costs, expenses, claims or damage (including attorney’s fees and disbursements) to any person or property arising from, related to, or in connection with any use or occupancy of the Premises by or any act or omission (including, without limitation, construction and repair of the Premises arising out of Tenant’s Work or subsequent work) of Tenant, its agents, contractors, employees, customers, and invitees, which indemnity extends to any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease. This indemnification shall survive the expiration or termination of the Term.

Landlord shall not be liable to Tenant for any damage by or from any act or negligence of any co-tenant or other occupant of the Building, or by any owner or occupants of adjoining or contiguous property. Landlord shall not be liable for any injury or damage to persons or property resulting in whole or in part from the criminal activities or

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willful misconduct of others. To the extent not covered by all risk property insurance, Tenant agrees to pay for all damage to the Building, as well as all damage to persons or property of other tenants or occupants thereof, caused by the negligence, fraud or willful misconduct of Tenant or any of its agents, contractors, employees, customers and invitees. Nothing contained herein shall be construed to relieve Landlord from liability for any personal injury resulting from its gross negligence, fraud or willful misconduct. Any liability of Landlord under this Lease shall not apply to any of Landlord’s General and Limited Partners, Officers and/or employees.

ARTICLE 10. CASUALTY DAMAGE

Tenant shall promptly notify Landlord or the Building Manager of any fire or other casualty to the Premises or to the extent it knows of damage, to the Building. In the event the Premises or any substantial part of the Building is wholly or partially damaged or destroyed by fire or other casualty which is covered by Landlord’s insurance, Landlord will proceed to restore the same to substantially the same condition existing immediately prior to such damage or destruction unless such damage or destruction is incapable of repair or restoration within one hundred eighty (180) days, in which event Landlord may, at Landlord’s option and by written notice given to Tenant within sixty (60) days of such damage or destruction, declare this Lease terminated as of the happening of such damage or destruction. If in Landlord’s sole opinion the net insurance proceeds recovered by reason of the damage or destruction will not be adequate to complete the restoration of the Building, Landlord shall have the right to terminate this Lease and all unaccrued obligations of the parties hereto by sending a notice of such termination to Tenant. To the extent after fire or other casualty that Tenant shall be deprived of the use and occupancy of the Premises or any portion thereof as a result of any such damage, destruction or the repair thereof, provided that Tenant did not cause the fire or other casualty, Tenant shall be relieved of the same ratable portion of the Monthly Rent hereunder as the amount of damaged or useless space in the Premises bears to the rentable square footage of the Premises until such time as the Premises may be restored. Landlord shall reasonably determine the amount of damaged or useless space and the square footage of the Premises referenced in the prior sentence.

ARTICLE 11. CONDEMNATION

In the event of a condemnation or taking of the entire Premises by a public or quasi-public authority, this Lease shall terminate as of the date title vests in the public or quasi-public authority. In the event of a taking or condemnation of fifteen percent (15%) or more (but less than the whole) of the Building and without regard to whether the Premises are part of such taking or condemnation, Landlord may elect to terminate this Lease by giving notice to Tenant within sixty (60) days of Landlord receiving notice of such condemnation. All compensation awarded for any condemnation shall be the property of Landlord, whether such damages shall be awarded as a compensation for diminution in the value of the leasehold or to the fee of the Premises, and Tenant hereby assigns to Landlord all of Tenant’s right, title and interest in and to any and all such compensation; provided, however, that in the event this Lease is terminated, Tenant shall be entitled to make a separate claim for the taking of Tenant’s personal property (including fixtures paid for by Tenant), and for costs of moving. Notwithstanding anything herein to the contrary, any condemnation award to Tenant shall be available only to the extent such award is payable separately to Tenant and does not diminish the award available to Landlord or any Lender of Landlord and such award shall be limited to the amount of Rent actually paid by Tenant to Landlord for the period of time for which the award is given. Any additional portion of such award shall belong to Landlord.

ARTICLE 12. REPAIR AND MAINTENANCE

A.Tenant’s Obligations.  Tenant shall keep the Premises in good working order, repair (and in compliance with all Laws now or hereafter adopted) and condition (which condition shall be neat, clean and sanitary, and free of pests and rodents), and shall make all necessary non-structural repairs thereto and any repairs to non-Building standard mechanical, HVAC (including supplemental and package AC units), electrical and plumbing systems or components in or serving the Premises, including, without limitation, private restroom plumbing fixtures and equipment and all appliances in the kitchen/breakroom. Tenant’s obligations hereunder shall include, but not be limited to, Tenant’s trade fixtures and equipment, security systems, signs, interior decorations, floor-coverings, wall-coverings, entry and interior doors, interior glass, light fixtures and bulbs, keys and locks, alterations to the Premises whether installed by Tenant or Landlord. For any work performed by Landlord on behalf of Tenant, Tenant shall pay Landlord, as Additional Rent, the cost of said work plus ten percent (10%) as reimbursement for

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Landlord’s overhead. Each payment shall be made to Landlord within ten (10) days after receipt of an invoice from Landlord.

B.Landlord’s Obligations. Landlord shall make all necessary structural repairs to the Building and any necessary repairs to the Building standard mechanical, HVAC, electrical, and plumbing systems in or servicing the Premises (the cost of which shall be included in Operating Expenses under Article 4), excluding repairs required to be made by Tenant pursuant to this Article. Landlord shall have no responsibility to make any repairs unless and until Landlord receives written notice of the need for such repair. Landlord shall not be liable for any failure to make repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need for such repairs or maintenance is received by Landlord from Tenant. Landlord shall make every reasonable effort to perform all such repairs or maintenance in such a manner (in its judgment) so as to cause minimum interference with Tenant and the Premises but Landlord shall not be liable to Tenant for any interruption or loss of business pertaining to such activities. Landlord shall have the right to require that any damage caused by the willful misconduct of Tenant or any of Tenant’s agents, contractors, employees, invitees or customers, be paid for and performed by the Tenant (without limiting Landlord’s other remedies herein).

C.Signs and Obstructions. Tenant shall not obstruct or permit the obstruction of light, halls, Common Areas, roofs, parapets, stairways or entrances to the Building or the Premises and will not affix, paint, erect or inscribe any sign, projection, awning, signal or advertisement of any kind to any part of the Building or the Premises, including the inside or outside of the windows or doors, without the written consent of Landlord. Landlord shall have the right to withdraw such consent at any time and to require Tenant to remove any sign, projection, awning, signal or advertisement to be affixed to the Building or the Premises. If such work is done by Tenant through any person, firm or corporation not designated by Landlord, or without the express written consent of Landlord, Landlord shall have the right to remove such signs, projections, awnings, signals or advertisements without being liable to the Tenant by reason thereof and to charge the cost of such removal to Tenant as Additional Rent, payable within ten (10) days of Landlord’s demand therefor.

D.Outside Services. Tenant shall not permit, except by Landlord or a person or company reasonably satisfactory to and approved by Landlord: (i) the extermination of vermin in, on or about the Premises; (ii) the servicing of heating, ventilating and air conditioning equipment; (iii) the servicing or addition thereof of any electrical component; (iv) the collection of rubbish and trash other than in compliance with local government health requirements and in accordance with the rules and regulations established by Landlord, which shall minimally provide that Tenant’s rubbish and trash shall be kept in containers located so as not to be visible to members of the public and in a sanitary and neat condition; or (v) window cleaning, janitorial services or similar work in the Premises.

ARTICLE 13. INSPECTION OF PREMISES

Tenant shall permit Landlord, the Building Manager and its authorized representatives to enter the Premises to show the Premises during Normal Business Hours of Building and at other reasonable times to inspect the Premises and to make such repairs, improvements, alterations or additions in the Premises or in the Building of which they are a part as Landlord may deem necessary or appropriate.

ARTICLE 14. SURRENDER OF PREMISES

Upon the expiration or sooner termination of the Term, Tenant shall quit and surrender to Landlord the Premises, broom clean, in good order and condition, normal wear and tear and damage by fire and other casualty excepted. All leasehold improvements and other fixtures, such as light fixtures and HVAC equipment, wall coverings, carpeting and drapes, in or serving the Premises, whether installed by Tenant or Landlord, shall be Landlord’s property and shall remain, all without compensation, allowance or credit to Tenant. Any property not removed shall be deemed to have been abandoned by Tenant and may be retained or disposed of by Landlord at Tenant’s expense free of any and all claims of Tenant, as Landlord shall desire. All property not removed from the Premises by Tenant may be handled or stored by Landlord at Tenant’s expense and Landlord shall not be liable for the value, preservation or safekeeping thereof. At Landlord’s option all or part of such property may be conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of sale without payment by Landlord. Tenant hereby waives

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to the maximum extent allowable the benefit of all Laws now or hereafter in force in the state in which the Building is located or elsewhere exempting property from liability for rent or for debt.

ARTICLE 15. HOLDING OVER

Tenant shall pay Landlord 150% of the amount of Rent then applicable prorated on a per diem basis for each day Tenant shall retain possession of the Premises or any part thereof after expiration or earlier termination of the Term, together with all damages sustained by Landlord on account thereof. The foregoing provisions shall not serve as permission for Tenant to hold-over, nor serve to extend the Term (although Tenant shall remain bound to comply with all provisions of this Lease until Tenant vacates the Premises) and Landlord shall have the right at any time thereafter to enter and possess the Premises and remove all property and persons therefrom.

ARTICLE 16. SUBLETTING AND ASSIGNMENT

Tenant shall not, without the prior written consent of Landlord, list the Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, nor assign this Lease or any interest thereunder, or sublet the Premises or any part thereof, or permit the use of Premises by any party other than Tenant, or mortgage, collaterally assign or grant a security interest in this Lease. In the event that during the Term, Tenant desires to assign or sublease and introduces Landlord to a proposed assignee, sublessee or replacement tenant for Tenant, which assignee, sublessee or replacement tenant has a good reputation, is of financial strength at least equal to that of Tenant (as determined by Landlord in its sole discretion) and has a use for Premises and a number of employees reasonably consistent with that of Tenant’s operation, Landlord shall consider such assignee, sublessee or replacement tenant and notify Tenant with reasonable promptness as to Landlord’s choice, at Landlord’s sole discretion, of the following:

(a)That Landlord consents to a subleasing of the Premises or assignment of this Lease to such assignee or sublessee provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Lease and provided further that Landlord shall be entitled to any profit obtained by Tenant from such subletting or assignment; or

(b)That upon such replacement tenant’s entering into a mutually satisfactory new lease for the Premises with Landlord, then Tenant shall be released from all further obligations and liabilities under this Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or

(c)That Landlord declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Landlord to establish Tenant’s reputation, financial strength and proposed use of and operations upon Premises; or

(d)That Landlord elects to cancel this Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel this Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered (as computed by Landlord) bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable portion of the Premises, to any other party (including, without limitation, the proposed assignee, sublessee or replacement tenant), without any liability to Tenant.

In no case may Tenant assign any options to sublessee(s) or assignee(s) hereunder, all such options being deemed personal to Tenant only. Consent by Landlord hereunder shall in no way operate as a waiver by Landlord of, or to release or discharge Tenant from, any liability under this Lease or be construed to relieve Tenant from obtaining Landlord’s consent to any subsequent assignment, subletting, transfer, use or occupancy.

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ARTICLE 17. SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION

This Lease is subject and subordinate to all Mortgages now or hereafter placed upon the Building, and all other encumbrances and matters of public record applicable to the Building, including without limitation, any reciprocal easement or operating agreements, covenants, conditions and restrictions and Tenant shall not act or permit the Premises to be operated in violation thereof. If any foreclosure or power of sale proceedings are initiated by any Lender or a deed in lieu is granted (or if any ground lease is terminated), Tenant agrees, upon written request of any such Lender or any purchaser at such foreclosure sale, to attorn and pay Rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment. In the event of attornment, no Lender shall be: (i) liable for any act or omission of Landlord, or subject to any offsets or defenses which Tenant might have against Landlord (prior to such Lender becoming Landlord under such attornment), (ii) liable for any security deposit or bound by any prepaid Rent not actually received by such Lender, or (iii) bound by any future modification of this Lease not consented to by such Lender. Any Lender may elect to make this Lease prior to the lien of its Mortgage, and if the Lender under any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage; such elections shall be effective upon written notice to Tenant. Tenant agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Tenant upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of service on Tenant of a copy of an assignment of leases, or otherwise) of the name and address of such Lender. Tenant further agrees that if Landlord shall have failed to cure such default within the time permitted Landlord for cure under this Lease, any such Lender whose address has been so provided to Tenant shall have an additional period of thirty (30) days in which to cure (or such additional time as may be required due to causes beyond such Lender’s control, including time to obtain possession of the Building by power of sale or judicial action or deed in lieu of foreclosure). The provisions of this Article shall be self-operative; provided, however, Tenant shall execute such documentation as Landlord or any Lender may request from time to time in order to confirm the matters set forth in this Article in recordable form. To the extent not expressly prohibited by Law, Tenant waives the provisions of any Law now or hereafter adopted which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder if such foreclosure or power of sale proceedings are initiated, prosecuted or completed.

ARTICLE 18. ESTOPPEL CERTIFICATE

Tenant shall from time to time, upon written request by Landlord or Lender, deliver to Landlord or Lender, within ten (10) days after receipt of such request, a statement in writing certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying such modifications and certifying that the Lease, as modified, is in full force and effect); (ii) the dates to which Rent has been paid; (iii) that Landlord is not in default under any provision of this Lease (or if Landlord is in default, specifying each such default); and (iv) the address to which notices to Tenant shall be sent; it being understood that any such statement so delivered may be relied upon in connection with any lease, mortgage or transfer.

Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant that: (i) this Lease is in full force and effect and not modified except as Landlord may represent; (ii) not more than one month’s Rent has been paid in advance; (iii) there are no defaults by Landlord; and (iv) notices to Tenant shall be sent to Tenant’s Address as set forth in Article 1 of this Lease. Notwithstanding the presumptions of this Article, Tenant shall not be relieved of its obligation to deliver said statement.

ARTICLE 19. DEFAULTS

If Tenant: (i) fails to pay when due any installment or other payment of Rent, or to keep in effect any insurance required to be maintained; or (ii) vacates or abandons the Premises; or (iii) becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary bankruptcy or an involuntary petition in bankruptcy is filed against Tenant which petition is not dismissed within sixty (60) days of its filing (or any of the events described in this clause (iii) occurs with respect to any guarantor of this Lease); or (iv) fails to perform or observe any of the other covenants, conditions or agreements contained herein on Tenant’s part to be kept or performed and such failure shall continue for thirty (30) days after notice thereof given by or on behalf of Landlord; or (v) if the interest of Tenant under this Lease shall be offered for sale or sold under execution or other legal process or if Tenant makes any

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transfer, assignment, conveyance, sale, pledge, disposition of all or a substantial portion of Tenant’s property, then any such event or conduct shall constitute a “default” hereunder.

If Tenant shall file a voluntary petition pursuant to the United States Bankruptcy Reform Act of 1978, as the same may be from time to time be amended (the “Bankruptcy Code”), or take the benefit of any insolvency act or be dissolved, or if an involuntary petition be filed against Tenant pursuant to the Bankruptcy Code and said petition is not dismissed within thirty (30) days after such filing, or if a receiver shall be appointed for its business or its assets and the appointment of such receiver is not vacated within thirty (30) days after such appointment, or if it shall make an assignment for the benefit of its creditors, then Landlord shall have all of the rights provided for in the event of nonpayment of the Rent.

If any alleged default on the part of Landlord hereunder occurs, Tenant shall give written notice to Landlord in the manner herein set forth and shall afford Landlord a reasonable opportunity to cure any such default. In addition, Tenant shall send notice of such default by certified or registered mail, postage prepaid, to the holder of any Mortgage whose address Tenant has been notified of in writing, and shall afford such Mortgage holder a reasonable opportunity to cure any alleged default on Landlord’s behalf. In no event will Landlord be responsible for any damages incurred by Tenant, including but not limited to, lost profits or interruption of business as a result of any alleged default by Landlord hereunder.

ARTICLE 20. REMEDIES OF LANDLORD

The remedies provided Landlord under this Lease are cumulative.

(a)Upon the occurrence of any default, Landlord may serve notice on Tenant that the Term and the estate hereby vested in Tenant and any and all other rights of Tenant hereunder shall cease on the date specified in such notice and on the specified date this Lease shall cease and expire as fully and with the effect as if the Term had expired for passage of time.

(b)Without terminating this Lease in case of a default or if this Lease shall be terminated for default as provided herein, Landlord may re-enter the Premises, remove Tenant, or cause Tenant to be removed from the Premises in such manner as Landlord may deem advisable, with or without legal process, and using such reasonable force as may be necessary. In the event of re-entry without terminating this Lease, Tenant shall continue to be liable for all Rents and other charges accruing or coming due under this Lease.

(c)If Landlord, without terminating this Lease, shall re-enter the Premises or if this Lease shall be terminated as provided in paragraph (a) above:

(i)All Rent due from Tenant to Landlord shall thereupon become due and shall be paid up to the time of re-entry, dispossession or expiration;

(ii)Landlord, without any obligation to do so, may relet the Premises or any part thereof for a term or terms which may at Landlord’s option be less than or exceed the period which would otherwise have constituted the balance of the Term and may grant such concessions in reletting as Landlord, in the exercise of its reasonable business judgment, deems desirable. In connection with such reletting, Tenant shall be liable for all costs of the reletting including, without limitation, rent concessions, leasing commissions, legal fees and alteration and remodeling costs; and

(iii)If Landlord shall have terminated this Lease, Tenant shall also be liable to Landlord for all damages provided for in law and under this Lease resulting from Tenant’s breach including, without limitation, the difference between the aggregate rentals reserved under the terms of this Lease for the balance of the Term together with all other sums payable hereunder as Rent for the balance of the Term, less the fair rental value of the Premises for that period determined as of the date of such termination. For purposes of this paragraph, Tenant shall be deemed to include any guarantor or surety of the Lease.

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(d)Tenant hereby waives all right to trial by jury in any claim, action, proceeding or counterclaim by either Landlord or Tenant against each other or any matter arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, and/or Tenant’s use or occupancy or the Premises.

(e)Tenant shall pay upon demand, all costs and expenses, including court costs and reasonable legal fees, incurred by Landlord in enforcing Tenant’s obligations under this Lease, or resulting from Tenant’s default under this Lease.

(f)In addition to the above, Landlord shall have any and all other rights provided a landlord at law or in equity for breach of a lease or tenancy by a tenant.

ARTICLE 21. QUIET ENJOYMENT

Landlord covenants and agrees with Tenant that so long as Tenant pays the Rent and observes and performs all the terms, covenants, and conditions of this Lease on Tenant’s part to be observed and performed, Tenant may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms and conditions of this Lease, and Tenant’s possession will not be disturbed by anyone claiming by, through, or under Landlord.

ARTICLE 22. ACCORD AND SATISFACTION

No payment by Tenant or receipt by Landlord of an amount less than full payment of Rent then due and payable shall be deemed to be other than on account of the Rent then due and payable, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided for in this Lease or available at law or in equity.

ARTICLE 23. SECURITY DEPOSIT

To secure the faithful performance by Tenant of all of the covenants, conditions and agreements set forth in this Lease to be performed by it, including, without limitation, such covenants, conditions and agreements in this Lease which become applicable upon its termination by re-entry or otherwise, Tenant has deposited with Landlord the sum shown in Article 1 as a “Security Deposit” on the understanding:

(a)that the Security Deposit or any portion thereof may be applied to the curing of any default that may exist, without prejudice to any other remedy or remedies which the Landlord may have on account thereof, and upon such application Tenant shall pay Landlord on demand the amount so applied which shall be added to the Security Deposit so the same will be restored to its original amount;

(b)that should the Premises be conveyed by Landlord, the Security Deposit or any balance thereof may be turned over to Landlord’s grantee, and if the same be turned over as aforesaid, Tenant hereby releases Landlord from any and all liability with respect to the Security Deposit and its application or return, and Tenant agrees to look solely to such grantee for such application or return;

(c)that Landlord may commingle the Security Deposit with other funds and shall not be obligated to pay Tenant any interest;

(d)that the Security Deposit shall not be considered as advance payment of Rent or a measure of damages for any default by Tenant, nor shall it be a bar or defense to any actions by Landlord against Tenant; and

(e)that if Tenant shall faithfully perform all of the covenants and agreements contained in this Lease on the part of Tenant to be performed, the Security Deposit or any then remaining balance thereof, shall be returned to Tenant, without interest, within thirty (30) days after the expiration of the Term. Tenant further covenants that it will not assign or encumber the money deposited herein as a Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

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ARTICLE 24. BROKERAGE COMMISSION

Landlord and Tenant represent and warrant to each other that neither has dealt with any broker, finder or agent except for the Broker(s) identified in Article 1. Tenant represents and warrants to Landlord that (except with respect to the Broker(s) identified in Article 1 and with whom Landlord has entered into a separate brokerage agreement) no broker, agent, commission, salesperson, or other person has represented Tenant in the negotiations for and procurement of this Lease and of the Premises and that no commissions, fees, or compensation of any kind are due and payable in connection herewith to any broker, agent, commission, salesperson, or other person. Tenant agrees to indemnify, defend and hold Landlord harmless from any and all claims, suits, or judgments (including, without limitation, reasonable attorneys’ fees and court costs incurred in connection with any such claims, suits, or judgments, or in connection with the enforcement of this indemnity) for any fees, commissions, or compensation of any kind which arise out of or are in any way connected with any claimed agency relationship not referenced in Article 1.

ARTICLE 25. FORCE MAJEURE

Landlord shall be excused for the period of any delay in the performance of any obligation hereunder when prevented from so doing by a cause or causes beyond its control, including all labor disputes, civil commotion, war, war-like operations, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, inability to obtain or delays in obtaining any governmental approvals or permits, fire or other casualty, inability to obtain or delay in obtaining any material, services or financing, or through acts of God. Tenant shall similarly be excused for delay in the performance of any obligation hereunder; provided:

(a)nothing contained in this Article or elsewhere in this Lease shall be deemed to excuse or permit any delay in the payment of the Rent, or any delay in the cure of any default which may be cured by the payment of money;

(b)no reliance by Tenant upon this Article shall limit or restrict in any way Landlord’s right of self-help as provided in this Lease; and

(c)Tenant shall not be entitled to rely upon this Article unless it shall first have given Landlord notice of the existence of any force majeure preventing the performance of an obligation of Tenant within five days after the commencement of the force majeure.

ARTICLE 26. PARKING

(a)Landlord hereby grants to Tenant the right, in common with others authorized by Landlord, to use the parking facilities owned by Landlord. Landlord, at its sole election, may designate the types and locations of parking spaces within the parking facilities which Tenant shall be allowed to use. Landlord shall have the right, at Landlord’s sole election, to change said types and locations from time to time; provided, however, such designation shall be uniformly applied and shall not unfairly favor any tenant in the Building.

(b)Commencing on the Commencement Date, Tenant shall pay Landlord the Parking Fee, if any, shown in Article 1, as Additional Rent, payable monthly in advance with Monthly Rent. If there is a Parking Fee shown in Article 1, then thereafter, and throughout the Term, the parking rate for each type of parking space provided to Tenant hereunder shall be the prevailing parking rate, as Landlord may designate from time to time, at Landlord’s sole election, for each such type of parking space. In addition to the right reserved hereunder by Landlord to designate the parking rate from time to time, Landlord shall have the right to change the parking rate at any time to include therein any amounts levied, assessed, imposed or required to be paid to any governmental authority on account of the parking of motor vehicles, including all sums required to be paid pursuant to transportation controls imposed by the Environmental Protection Agency under the Clean Air Act of 1970, as amended, or otherwise required to be paid by any governmental authority with respect to the parking, use, or transportation of motor vehicles, or the reduction or control of motor vehicle traffic, or motor vehicle pollution.

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(c)If requested by Landlord, Tenant shall notify Landlord of the license plate number, year, make and model of the automobiles entitled to use the parking facilities and if requested by Landlord, such automobiles shall be identified by automobile window stickers provided by Landlord, and only such designated automobiles shall be permitted to use the parking facilities. If Landlord institutes such an identification procedure, Landlord may provide additional parking spaces for use by customers and invitees of Tenant on a daily basis at prevailing parking rates, if any. At Landlord’s sole election, Landlord may make validation stickers available to Tenant for any such additional parking spaces, provided, however, if Landlord makes validation stickers available to any other tenant in the Building, Landlord shall make such validation stickers available to Tenant.

(d)The parking facilities provided for herein are provided solely for the accommodation of Tenant and Landlord assumes no responsibility or liability of any kind whatsoever from whatever cause with respect to the automobile parking areas, including adjoining streets, sidewalks, driveways, property and passageways, or the use thereof by Tenant or Tenant’s employees, customers, agents, contractors or invitees.

ARTICLE 27. HAZARDOUS MATERIALS

A.Definition of Hazardous Materials. The term “Hazardous Materials” for purposes hereof shall mean any chemical, substance, material or waste or component thereof which is now or hereafter listed, defined or regulated as a hazardous or toxic chemical, substance, material or waste or component thereof by any federal, state or local governing or regulatory body having jurisdiction, or which would trigger any employee or community “right-to- know” requirements adopted by any such body, or for which any such body has adopted any requirements for the preparation or distribution of a materials safety data sheet (“MSDS”).

B.No Hazardous Materials. Tenant shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any Hazardous Materials. However, the foregoing provisions shall not prohibit the transportation to and from, and use, storage, maintenance and handling within the Premises of Hazardous Materials customarily used in the business or activity expressly permitted to be undertaken in the Premises under Article 6, provided: (a) such Hazardous Materials shall be used and maintained only in such quantities as are reasonably necessary for such permitted use of the Premises and the ordinary course of Tenant’s business therein, strictly in accordance with applicable Law, highest prevailing standards, and the manufacturers’ instructions therefor, (b) such Hazardous Materials shall not be disposed of, released or discharged in the Building, and shall be transported to and from the Premises in compliance with all applicable Laws, and as Landlord shall reasonably require, (c) if any applicable Law or Landlord’s trash removal contractor requires that any such Hazardous Materials be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant’s expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord), and (d) any such remaining Hazardous Materials shall be completely, properly and lawfully removed from the Building upon expiration or earlier termination of this Lease.

C.Notices To Landlord. Tenant shall promptly notify Landlord of: (i) any enforcement, cleanup or other regulatory action taken or threatened by any governmental or regulatory authority with respect to the presence of any Hazardous Materials on the Premises or the migration thereof from or to other property, (ii) any demands or claims made or threatened by any party relating to any loss or injury resulting from any Hazardous Materials on the Premises, (iii) any release, discharge or non-routine, improper or unlawful disposal or transportation of any Hazardous Materials on or from the Premises or in violation of this Article, and (iv) any matters where Tenant is required by Law to give a notice to any governmental or regulatory authority respecting any Hazardous Materials on the Premises. Landlord shall have the right (but not the obligation) to join and participate, as a party, in any legal proceedings or actions affecting the Premises initiated in connection with any environmental, health or safety Law. At such times as Landlord may reasonably request, Tenant shall provide Landlord with a written list, certified to be true and complete, identifying any Hazardous Materials then used, stored, or maintained upon the Premises, the use and approximate quantity of each such materials, a copy of any MSDS issued by the manufacturer therefor, and such other information as Landlord may reasonably require or as may be required by Law.

D.Indemnification of Landlord. If any Hazardous Materials are released, discharged or disposed of by Tenant or any other occupant of the Premises, or their employees, agents, invitees or contractors, on or about the Building in violation of the foregoing provisions, Tenant shall immediately, properly and in compliance with applicable Laws clean up, remediate and remove the Hazardous Materials from the Building and any other affected

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property and clean or replace any affected personal property (whether or not owned by Landlord), at Tenant’s expense (without limiting Landlord’s other remedies therefor). Tenant shall further be required to indemnify, defend and hold Landlord, Landlord’s directors, officers, employees and agents harmless from and against any and all claims, demands, liabilities, losses, damages, penalties and judgments directly or indirectly arising out of or attributable to a violation of the provisions of this Article by Tenant, Tenant’s occupants, employees, contractors or agents. Any clean up, remediation and removal work shall be subject to Landlord’s prior written approval (except in emergencies), and shall include, without limitation, any testing, investigation, and the preparation and implementation of any remedial action plan required by any governmental body having jurisdiction or reasonably required by Landlord. If Landlord or any Lender or governmental body arranges for any tests or studies showing that this Article has been violated, Tenant shall pay for the costs of such tests. The provisions of this Article shall survive the expiration or earlier termination of the Term.

ARTICLE 28. ADDITIONAL RIGHTS RESERVED BY LANDLORD

In addition to any other rights provided for herein, Landlord reserves the following rights, exercisable without liability to Tenant for damage or injury to property, person or business and without effecting an eviction, constructive or actual, or disturbance of Tenant’s use or possession or giving rise to any claim:

(a)To name the Building and to change the name or street address of the Building;

(b)To install and maintain all signs on the exterior and interior of the Building;

(c)To designate all sources furnishing sign painting or lettering for use in the Building:

(d)During the last ninety (90) days of the Term, if Tenant has vacated the Premises, to decorate, remodel, repair, alter or otherwise prepare the Premises for occupancy, without affecting Tenant’s obligation to pay Rent for the Premises;

(e)To have pass keys to the Premises and all doors therein, excluding Tenant’s vaults and safes;

(f)On reasonable prior notice to Tenant, to exhibit the Premises to any prospective purchaser, Lender, mortgagee, or assignee of any mortgage on the Building or Land and to others having an interest therein at any time during the Term, and to prospective tenants during the last six months of the Term;

(g)To take any and all measures, including entering the Premises for the purpose of making inspections, repairs, alterations, additions and improvements to the Premises or to the Building (including for the purpose of checking, calibrating, adjusting and balancing controls and other parts of the Building systems), as may be necessary or desirable for the operation, improvement, safety, protection or preservation of the Premises or the Building, or in order to comply with all Laws, or as may otherwise be permitted or required by this Lease; provided, however, that during the progress of any work on the Premises or at the Building, Landlord will attempt not to inconvenience Tenant, but shall not be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to Tenant by reason of performing any work or by bringing or storing materials, supplies, tools or equipment in the Building or the Premises during the performance of any work, and the obligations of Tenant under this Lease shall not thereby be affected in any manner whatsoever;

(h)To relocate various facilities within the Building and on the land of which the Building is a part if Landlord shall determine such relocation to be in the best interest of the development of the Building and said land, provided that such relocation shall not materially restrict access to the Premises; and

(i)To install vending machines of all kinds in the Building and to receive all of the revenue derived therefrom, provided, however, that no vending machines shall be installed by Landlord in the Premises unless Tenant so requests.

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ARTICLE 29. DEFINED TERMS

For purposes of this Lease, the following word or words shall have the following meanings:

(a)“Building” shall refer to the Building named in Article 1 of which the Premises are a part (including all modifications, additions and alterations made to the Building during the Term), the real property on which the same is located, all plazas, common areas and any other areas located on said real property and designated by Landlord for use by all tenants in the Building. The “Premises” as defined in Article 2 are shown on Exhibit A by hatched lines.

(b)“Common Areas” shall mean and include all areas, facilities, equipment, directories and signs of the Building (exclusive of the Premises and areas leased to other tenants) made available and designated by Landlord for the common and joint use and benefit of Landlord, Tenant and other tenants and occupants of the Building, including, but not limited to, lobbies, public washrooms, hallways, sidewalks, parking areas, landscaped areas and service entrances. Common Areas may further include such areas in adjoining properties under reciprocal easement agreements, operating agreements or other such agreements now or hereafter in effect and which are available to Landlord, Tenant and Tenant’s employees and invitees. Landlord reserves the right in its sole discretion and from time to time, to construct, maintain, operate, repair, close, limit, take out of service, alter, change, and modify all or any part of the Common Areas.

(c)“Default Rate” shall mean eighteen percent (18%) per annum, or the highest rate permitted by applicable Law, whichever shall be less. If the application of the Default Rate causes any provision of this Lease to be usurious or unenforceable, the Default Rate shall automatically be reduced so as to prevent such result.

(d)“Hazardous Materials” shall have the meaning set forth in Article 27.

(e)“Landlord” and “Tenant” shall be applicable to one or more parties as the case may be, and the singular shall include the plural, and the neuter shall include the masculine and feminine; and if there be more than one, the obligations thereof shall be joint and several. For purposes of any provisions indemnifying or limiting the liability of Landlord, the term “Landlord” shall include Landlord’s present and future partners, members, beneficiaries, trustees, officers, directors, employees, shareholders, principals, agents, affiliates, successors and assigns.

(f)“Law” or “Laws” shall mean all federal, state, county and local governmental and municipal laws, statutes, ordinances, rules, regulations, codes, decrees, orders and other such requirements, applicable equitable remedies and decisions by courts in cases where such decisions are binding precedents in the state in which the Building is located, and decisions of federal courts applying the Laws of such state.

(g)“Lease” shall mean this lease executed between Tenant and Landlord, including any extensions, amendments or modifications and any Exhibits attached hereto.

(h)“Lease Year” shall mean each calendar year or portion thereof during the Term.

(i)“Lender” shall mean the holder of a Mortgage at the time in question, and where such Mortgage is a ground lease, such term shall refer to the ground lessee.

(j)“Mortgage” shall mean all mortgages, deeds of trust, ground leases and other such encumbrances now or hereafter placed upon the Building or any part thereof with the written consent of Landlord, and all renewals, modifications, consolidations, replacements or extensions thereof, and all indebtedness now or hereafter secured thereby and all interest thereon.

(k)“Operating Expenses” shall mean all operating expenses of any kind or nature which are necessary, ordinary or customarily incurred in connection with the operation, maintenance or repair of the Building as determined by Landlord.

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Operating Expenses shall include, but not be limited to:

1.1.costs of supplies, including, but not limited to, the cost of relamping all Building standard lighting as the same may be required from time to time;

1.2.costs incurred in connection with obtaining and providing energy for the Building, including, but not limited to, costs of propane, butane, natural gas, steam, electricity, solar energy and fuel oils, coal or any other energy sources;

1.3.costs of water and sanitary and storm drainage services;

1.4.costs of janitorial and security services;

1.5.costs of general maintenance and repairs, including costs under HVAC and other mechanical maintenance contracts and maintenance, repairs and replacement of equipment and tools used in connection with operating the Building;

1.6.costs of maintenance and replacement of landscaping;

1.7.insurance premiums, including fire and all-risk coverage, together with loss of rent endorsements, the part of any claim required to be paid under the deductible portion of any insurance policies carried by Landlord in connection with the Building (where Landlord is unable to obtain insurance without such deductible from a major insurance carrier at reasonable rates), public liability insurance and any other insurance carried by Landlord on the Building, or any component parts thereof (all such insurance shall be in such amounts as may be required by any holder of a Mortgage or as Landlord may reasonably determine);

1.8.labor costs, including wages and other payments, costs to Landlord of worker’s compensation and disability insurance, payroll taxes, welfare fringe benefits, and all legal fees and other costs or expenses incurred in resolving any labor dispute;

1.9.professional building management fees required for management of the Building;

1.10.legal, accounting, inspection, and other consultation fees (including, without limitation, fees charged by consultants retained by Landlord for services that are designed to produce a reduction in Operating Expenses or to reasonably improve the operation, maintenance or state of repair of the Building) incurred in the ordinary course of operating the Building or in connection with making the computations required hereunder or in any audit of operations of the Building;

1.11.the costs of capital improvements or structural repairs or replacements made in or to the Building in order to conform to changes, subsequent to the date of this Lease, in any applicable Laws (herein “Required Capital Improvements”) or the costs incurred by Landlord to install a new or replacement capital item for the purpose of reducing Operating Expenses (herein “Cost Savings Improvements”), and a reasonable reserve for all other capital improvements and structural repairs and replacements reasonably necessary to permit Landlord to maintain the Building in its current class. The expenditures for Required Capital Improvements and Cost Savings Improvements shall be amortized over the useful life of such capital improvement or structural repair or replacement (as determined by Landlord). All costs so amortized shall bear interest on the unamortized balance at the rate of twelve percent (12%) per annum or such higher rate as may have been paid by Landlord on funds borrowed for the purpose of constructing these capital improvements.

In making any computations contemplated hereby, Landlord shall also be permitted to make such adjustments and modifications to the provisions of this paragraph and Article 4 as shall be reasonable and necessary to achieve the intention of the parties hereto.

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(l)“Rent” shall have the meaning specified therefor in Article 3.

(m)“Tax” or “Taxes” shall mean:

1.1.all real property taxes and assessments levied against the Building by any governmental or quasi-governmental authority. The foregoing shall include all federal, state, county, or local governmental, special district, improvement district, municipal or other political subdivision taxes, fees, levies, assessments, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, respecting the Building, including without limitation, real estate taxes, general and special assessments, interest on any special assessments paid in installments, transit taxes, water and sewer rents, taxes based upon the receipt of rent, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, appurtenances, furniture and other personal property used in connection with the Building which Landlord shall pay during any calendar year, any portion of which occurs during the Term (without regard to any different fiscal year used by such government or municipal authority except as provided below; provided, however, any taxes which shall be levied on the rentals of the Building shall be determined as if the Building were Landlord’s only property, and provided further that in no event shall the term “taxes or assessment,” as used herein, include any net federal or state income taxes levied or assessed on Landlord, unless such taxes are a specific substitute for real property taxes. Such term shall, however, include gross taxes on rentals. Expenses incurred by Landlord for tax consultants and in contesting the amount or validity of any such taxes or assessments shall be included in such computations.

1.2.all “assessments”, including so-called special assessments, license tax, business license fee, business license tax, levy, charge, penalty or tax imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, water, drainage, or other improvement or special district thereof, against the Premises or the Building or any legal or equitable interest of Landlord therein. For the purposes of this Lease, any special assessments shall be deemed payable in the maximum number of installments as is permitted by Law, whether or not actually so paid. If as of the Commencement Date the Building has not been fully assessed as a completed project, for the purpose of computing taxes for any adjustment required herein or under Article 4, taxes shall be adjusted by Landlord, as of the date on which the adjustment is to be made, to reflect full completion of the Building including all standard Tenant finish work. If the method of taxation of real estate prevailing to the time of execution hereof shall be, or has been altered, so as to cause the whole or any part of the taxes now, hereafter or theretofore levied, assessed or imposed on real estate to be levied, assessed or imposed on Landlord, wholly or partially, as a capital levy or otherwise, or on or measured by the rents received therefrom, then such new or altered taxes attributable to the Building shall be included within the term real estate taxes, except that the same shall not include any enhancement of said tax attributable to other income of Landlord. All of the preceding clauses M (1.1 and 1.2) are collectively referred to as the “Tax” or “Taxes”.

ARTICLE 30. MISCELLANEOUS PROVISIONS

A.Rules and Regulations. Tenant shall comply with all of the rules and regulations promulgated by Landlord from time to time for the Building. A copy of the current rule and regulations is attached hereto as Exhibit D.

B.Execution of Lease. If more than one person or entity executes this Lease as Tenant, each such person or entity shall be jointly and severally liable for observing and performing each of the terms, covenants, conditions and provisions to be observed or performed by Tenant.

C.Notices. All notices under this Lease shall be in writing and will be deemed sufficiently given for all purposes if, to Tenant, by delivery to Tenant at the Premises during the hours the Building is open for business or by certified mail, return receipt requested or by overnight delivery service (with one acknowledged receipt), to Tenant at the address set forth below, and if to Landlord, by certified mail, return receipt requested or by overnight delivery service (with one acknowledged receipt), at the addresses set forth below.

Landlord:at address shown in Article 1, item F.

with a copy to:Building Manager at address shown in Article 1, item G.

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Tenant:at address shown in Article 1, item B.

with copy to:Brian Cho

Senior Vice President/CFO

Wilshire State Bank

3200 Wilshire Blvd.

Los Angeles, CA. 90010

D.Transfers. The term “Landlord” appearing herein shall mean only the owner of the Building from time to time and, upon a sale or transfer of its interest in the Building, the then Landlord and transferring party shall have no further obligations or liabilities for matters accruing after the date of transfer of that interest and Tenant, upon such sale or transfer, shall look solely to the successor owner and transferee of the Building for performance of Landlord’s obligations hereunder.

E.Relocation. Deleted.

F.Tenant Financial Statements. Upon the written request of Landlord, Tenant shall submit financial statements for its most recent financial reporting period and for the prior Lease Year. Landlord shall make such request no more than twice during any Lease Year. All such financial statements shall be certified as true and correct by the responsible officer or partner of Tenant and if Tenant is then in default hereunder, the financial statements shall be certified by an independent certified public accountant.

G.Relationship of the Parties. Nothing contained in this Lease shall be construed by the parties hereto, or by any third party, as constituting the parties as principal and agent, partners or joint venturers, nor shall anything herein render either party (other than a guarantor) liable for the debts and obligations of any other party, it being understood and agreed that the only relationship between Landlord and Tenant is that of landlord and tenant.

H.Entire Agreement; Merger.  This Lease embodies the entire agreement and understanding between the parties respecting this Lease and the Premises and supersedes all prior negotiations, agreements and understandings between the parties, all of which are merged herein. No provision of this Lease may be modified, waived or discharged except by an instrument in writing signed by the party against which enforcement of such modification, waiver or discharge is sought.

I.No Representation by Landlord.   Neither Landlord nor any agent of Landlord has made any representations, warranties, or promises with respect to the Premises or the Building except as expressly set forth herein.

J.Limitation of Liability.  Notwithstanding any provision in this Lease to the contrary, under no circumstances shall Landlord’s liability or that of its directors, officers, employees and agents for failure to perform any obligations arising out of or in connection with this Lease or for any breach of the terms or conditions of this Lease (whether written or implied) exceed Landlord’s equity interest in the Building. Any judgments rendered against Landlord shall be satisfied solely out of proceeds of sale of Landlord’s interest in the Building. No personal judgment shall lie against Landlord upon extinguishment of its rights in the Building and any judgments so rendered shall not give rise to any right of execution or levy against Landlord’s assets. The provisions hereof shall inure to Landlord’s successors and assigns including any Lender. The foregoing provisions are not intended to relieve Landlord from the performance of any of Landlord’s obligations under this Lease, but only to limit the personal liability of Landlord in case of recovery of a judgment against Landlord; nor shall the foregoing be deemed to limit Tenant’s rights to obtain injunctive relief or specific performance or other remedy which may be accorded Tenant by law or under this Lease. If Tenant claims or asserts that Landlord has violated or failed to perform a covenant under this Lease, Tenant’s sole remedy shall be an action for specific performance, declaratory judgment or injunction and in no event shall Tenant be entitled to any money damages in any action or by way of set off, defense or counterclaim and Tenant hereby specifically waives the right to any money damages or other remedies for any such violation or failure.

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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have duly executed this Lease with the Exhibits attached hereto, as of this 3rd day of March, 2005.

Attest or Witness:	LANDLORD:
	9801 WESTCHASE, LTD., a Texas limited partnership
/s/ [ILLEGIBLE]	By:		9801 Westchase, Ltd., a Texas limited partnership, its
			General Partner
			By:		/s/ Vahid Tabrizi
					Vahid Tabrizi, it’s Partner and Attorney in Fact for General Partner
			Date:		March 3, 2005
Attest or Witness:	TENANT:
	WILSHIRE STATE BANK, a California State Bank
/s/ [ILLEGIBLE]		By:		/s/ Brian Cho
				Brian Cho/Senior Vice President/CFO
		Date:		2-22-05

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Certificate of Tenant

(If A Corporation or Partnership)

I, Brian E. Cho, Secretary or General Partner of Wilshire State Bank, Tenant, hereby certify that the officers executing the foregoing Lease on behalf of Tenant is/are duly authorized to act on behalf of and bind the Tenant.

	/s/ Brian E. Cho
	Secretary or General Partner
(Corporate Seal)

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	P.M. Realty Group Commercial Property Management & Leasing Leasing Mike Martin - Ph. 281 759 0457 Management Maureen Watson - Ph. 713 785 3895	06.09.2004 Revised 06.25.2004

EXHIBIT B

WORK LETTER AGREEMENT

Mar. 3, 2005

TO:	Wilshire State Bank
	9801 Westheimer, Suite 801
	Houston, Texas 77042
RE:	Premises located at 9801 Westheimer, Suite 801

Gentlemen:

Simultaneously with the execution of this Work Letter Agreement, you (“Tenant”) and 9801 Westchase, Ltd. (“Landlord”) are entering into a new Lease (the “Lease”) pertaining to the space referred to above (the “Premises”).

In consideration of the covenants contained in this Work Letter Agreement and in the Lease, Landlord and Tenant agree as follows:

Tenant’s Plans

1.Tenant desires Landlord to perform certain leasehold improvement work (the “Work”) in the Premises pursuant to the following:

A.Building Standard paint throughout the Premises.

B.Installation of building standard carpet and 4” cove base throughout the Premises.

C.Ensure the mini blinds are in good working condition.

The Work has been approved by Landlord and Tenant but such approval by Landlord shall not constitute any warranty by Landlord to Tenant of the adequacy of the design for Tenant’s intended use of the Premises nor shall Landlord’s approval of the Plan create any liability or responsibility on the part of Landlord for compliance with applicable statutes, ordinances, regulations, laws, codes and industry standards relating to handicap discrimination (including without limitation, the Americans with Disabilities Act).

Working Drawings

2.If necessary for the performance of the Work, Landlord, at its expense, shall prepare final Working Drawings and specifications for the Work (the “Working Drawings”) based upon and consistent with the Plan. Tenant shall approve the Working Drawings within three (3) days after receipt of same from Landlord. Upon approval by both Landlord and Tenant, the working drawings shall be deemed the Final Drawings.

Performance of the Work

3.Except as hereinafter provided to the contrary, Landlord, at its expense, shall perform the Work shown on the Plan and Working Drawings using (except as may be stated or shown in the Plan or the Working Drawings) building standard materials and quantities (“Building Standards”). Tenant shall not be entitled to any credit or payment from

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Landlord for any Building Standards or any non-standard Work not utilized by Tenant. Tenant shall pay for any and all additional costs and expenses associated with any above building standard finishes, special/additional work which is not approved prior to the approval of Final Drawings and/or from any delays in the Work occasioned by Tenant.

Substantial Completion

4.Landlord shall cause the Work to be “substantially completed” as soon as reasonably possible, subject to delays described in Article V of the Lease and delays described in Paragraph 5 of this Work Letter Agreement. The Work shall be considered “substantially completed” for all purposes under this Work Letter Agreement and the Lease if and when Landlord’s architect or Manager certifies that the Work has been completed (except for minor finish-out and “punchlist” items) in substantial compliance with the Plans and, if applicable, the Working Drawings, or when Tenant first takes occupancy of the Premises, whichever first occurs. If the Work is delayed for any reason (other than a delay specified in Paragraph 6 below), the Lease shall remain in effect, Landlord shall have no liability to Tenant as a result of any delay in occupancy, and the Commencement Date of the Lease shall be extended (subject to Paragraph 5 below) to the date on which the Work is substantially completed or otherwise defined in the Amendment.

Tenant Delays

5.The Commencement Date of the Lease will be the date which is six (6) weeks following the date on which any required building permits are issued (or if no building permits are required for the Work, the date the Lease is fully executed by both parties) if the Work has not been substantially completed on said date by reason of any delay attributable to Tenant, including without limitation:

(i)the failure of Tenant to finalize the Plan and/or Working Drawings as required under Paragraph 1 and 2 above; or

(ii)Tenant’s requirements for special work or materials, finishes, or installations other than the Building Standards which are not readily available; or

(iii)the performance of any other work in the Premises by any person, firm or corporation employed by or on behalf of Tenant, or any failure to complete or delay in completion of such work; or

(iv)any other act or omission of Tenant.

Additional Work

6.Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for work other than the Work specified in the Plan and Working Drawings (the “Additional Work”), Landlord may, at its election, perform the Additional Work, at Tenant’s sole cost and expense. Prior to commencing any Additional Work requested by Tenant, Landlord shall submit to Tenant a written statement of the cost of such Additional Work which cost shall include a 15% add-on charge for Landlord’s field supervision, administration and overhead and a proposed Tenant Extra Order (the “TEO”) for Additional Work in the standard form then in use by Landlord. If Tenant shall fail to enter into said TEO within one (1) week after Tenant’s receipt thereof, Landlord shall proceed to do only the Work specified in the Plan and Working Drawings. Tenant agrees to pay to Landlord, concurrently with its execution of the TEO, the entire cost of the Additional Work as shown in the statement delivered by Landlord.

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Tenant Access

7.Landlord, in Landlord’s discretion and upon request by Tenant, will grant to Tenant and Tenant’s agents a license to enter the Premises prior to the Commencement Date in order that Tenant may do other work required by Tenant to make the Premises ready for Tenant’s use and occupancy. It shall be a condition to the grant by Landlord and continued effectiveness of such license that:

(a)Tenant shall give to Landlord not less than three (3) days’ prior written notice of its request to have such access to the premises, which notice shall contain and/or shall be accompanied by: (i) a description of and schedule for the work to be performed by those persons and entities for whom and which such access is being requested; (ii) the names and addresses of all contractors, subcontractors and material suppliers for whom and which such early access is being requested and the approximate number of individuals, itemized by trade, who will be present in the Premises; (iii) copies of all contracts pertaining to the performance of the work for which such early access is being requested; (iv) copies of all plans and specifications pertaining to the work for which such access is being requested; (v) copies of all licenses and permits required in connection with the performance of the work for which such access is being requested; and (vi) certificates of insurance (in amounts and with insured parties satisfactory to Landlord) and instruments of indemnification against all claims, costs, expenses, damages and liabilities which may arise in connection with such work. All of the foregoing shall be subject to Landlord’s approval, which shall not be unreasonably withheld.

(b)Such early access shall be subject to scheduling by Landlord.

(c)Tenant’s agents, contractors, workmen, mechanics, suppliers and invitees shall work in harmony and not interfere with Landlord and Landlord’s agents in performing the Work and any Additional Work in the Premises, Landlord’s work in other premises and in common areas of the Building, or the general operation of the Building. If at any time such entry shall cause or threaten to cause such disharmony, Landlord may withdraw such license upon twenty-four (24) hours’ prior written notice to Tenant.

Any such entry into and occupation of the Premises by Tenant shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease, excluding only the covenant to pay Rent and specifically including the provisions of Article V thereof. Landlord shall not be liable for any injury, loss or damage which may occur to any of Tenant’s work or installations made in the Premises or to property placed therein prior to the commencement of the Term, the same being at Tenant’s sole risk and liability. Tenant shall be liable to Landlord for any damage to the Premises or to any portion of the Work caused by Tenant or any of Tenant’s employees, agents, contractors, workmen or suppliers. In the event the performance of the work by Tenant, its agents, employees or contractors causes extra costs to Landlord or requires the use of elevators during hours other than 9:00 a.m. to 11:00 a.m. or 2:00 p.m. to 4:30 p.m. on Monday through Friday (except holidays), Tenant shall reimburse Landlord for the entire extra cost and the cost incurred by Landlord for the engineers or operators under applicable union regulations or contracts, if any.

8.The terms and provisions of the Lease, insofar as they are applicable to this Work Letter Agreement, are hereby incorporated herein by reference.

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9.All amounts payable by Tenant to Landlord hereunder shall be deemed to be Rent under the Lease and upon any default in the payment of same, Landlord shall have all of the rights and remedies provided for in the Lease.

Attest or Witness:	LANDLORD:
	9801 WESTCHASE, LTD., a Texas limited partnership
/s/ [ILLEGIBLE]	By:	9801 Westchase, Ltd., a Texas limited partnership, its
		General Partner
		By:	/s/ Vahid Tabrizi
			Vahid Tabrizi, it’s Partner and Attorney in Fact for General Partner
		Date:	March 3, 2005
Attest or Witness:	TENANT:
	WILSHIRE STATE BANK, a California State Bank
/s/ [ILLEGIBLE]		By:	/s/ Brian Cho
			Brian Cho/Senior Vice President/CFO
		Date:	2-22-05

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EXHIBIT C

TERMINATION OPTION

ThisExhibit isattachedtoandapartofthat certainLeaseAgreementdatedasof March 3, 2005,executedby and between 9801 WESTCHASE, LTD., a Texas limited partnership (“Landlord”) and Wilshire State Bank (“Tenant”). Any capitalized term used but not defined herein shall have the meaning assigned to it in the provisions designated in the Lease as the Supplemental Lease Provisions. Landlord and Tenant mutually agree as follow:

Notwithstanding any provision in this Lease to the contrary, In the event Tenant begins operation of a full service retail banking facility within a twenty (20) mile radius of Westchase Bank Builiding, Tenant shall have the right to terminate this Lease pursuant to the following terms and condition precedent:

Tenant shall exercise such termination right, if at all, by delivering to Landlord written notice three (3) months prior to the Termination Date, specifying that Tenant elects to terminate this Lease (“Termination Notice”). The Termination Notice must be sent by United States certified mail, return receipt requested. The Termination Notice must be sent together with ther Termination Fee described below and further conditioned upon Tenant not then being in default at the time of such notice nor being in default at any time thereafter.

In order to validly exercise this Termination Option, Tenant shall pay to Landlord a fee (“Termination Fee”) in the amount equal to the sum of: (a) total unamortized Landlord costs associated with this Lease; (b) four (4) months of Monthy Rent as specified in Article l.K of the Lease. The Termination Fee must be paid to Landlord at the time the written notice exercising this Termination Option is provided to Landlord. Payment of such Termination Fee shall be a condition to Landlord’s rights under Exhibit C of the Lease, and failure to pay such Termination Fee to Landlor or timely terminate as described above, shall cause this Lease to remain in full force and effect and the Tenant shall be deemed to have not given any notice of termination to Landlord.

If Tenant requests in writing, Landlord shall provide Tenant a breakdown of Landlord’s upfront costs for the entire Premises within ninety (90) days following the Commencement Date.

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EXHIBIT D

Building’s Rules and Regulations
and Janitorial Specifications

(1)The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls of the Building shall not be obstructed or encumbered or used for any purpose other than ingress and egress to and from the premises demised to any tenant or occupant.

(2)No awnings or other projection shall be attached to the outside walls or windows of the Building without the prior consent of Landlord. No curtains, blinds, shades, or screens shall be attached to or hung in, or used in connection with, any window or door of the premises demised to any tenant or occupant, without the prior consent of Landlord. Such awnings, projections, curtains, blinds, shades, screens or other fixtures must be of a quality, type, design and color, and attached in a manner, approved by Landlord.

(3)No sign, advertisement, object, notice or other lettering shall be exhibited, inscribed, painted or affixed on any part of the outside or inside of the premises demised to any tenant or occupant of the Building without the prior consent of Landlord. Interior signs on doors and directory tables, if any, shall be of a size, color and style approved by Landlord.

(4)The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed, nor shall any bottles, parcels, or other articles be placed on any window sills.

(5)No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building, nor placed in the halls, corridors, vestibules or other public parts of the Building.

(6)The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, or other substances shall be thrown therein. No tenant shall bring or keep, or permit to be brought or kept, any inflammable, combustible, explosive or hazardous fluid, materials, chemical or substance in or about the premises demised to such tenant.

(7)No tenant or occupant shall mark, paint, drill into, or in any way deface any part of the Building or the premises demised to such tenant or occupant. No boring, cutting or stringing of wires shall be permitted, except with the prior consent of Landlord, and as Landlord may direct. No tenant or occupant shall install any resilient tile or similar floor covering in the premises demised to such tenant or occupant except in a manner approved by Landlord.

(8)No bicycles, vehicles or animals of any kind shall be brought into or kept in or about the premises demised to any tenant. No cooking shall be done or permitted in the Building by any tenant without the approval of the Landlord. No tenant shall cause or permit any unusual or objectionable odors to emanate from the premises demised to such tenant.

(9)No space in the Building shall be used for manufacturing, for the storage of merchandise, or for the sale of merchandise, goods, or property of any kind at auction, without the prior consent of Landlord.

(10)No tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with other tenants or occupants of the Building or neighboring buildings or premises whether by the use of any musical instrument, radio, television set or other audio device, unmusical noise, whistling, singing, or in any other way. Nothing shall be thrown out of any doors or window.

(11)No additional locks or bolts of any kind shall be placed upon any of the doors or windows, nor shall any changes be made in locks or the mechanism thereof. Each tenant must, upon the termination of its tenancy,

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restore to Landlord all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, such tenant.

(12)All removals from the Building, or the carrying in or out of the Building or the premises demised to any tenant, of any safes, freight, furniture or bulky matter of any description must take place at such time and in such manner as Landlord or its agents may determine, from time to time. Prior to all removals and/or deliveries, Tenant must notify Landlord of same. Landlord reserves the right to inspect all freight to be brought into the Building and to exclude from the Building all freight which violates any of the Rules and Regulations or the provisions of such tenant’s lease.

(13)No tenant shall use or occupy, or permit any portion of the premises demised to such tenant to be used or occupied, as an office for a public stenographer or typist, or to a barber or manicure shop, or as an employment bureau. No tenant or occupant shall engage or pay any employees in the Building, except those actually working for such tenant or occupant in the Building, nor advertise for laborers giving an address at the Building.

(14)No tenant or occupant shall purchase spring water, ice, food, beverage, lighting maintenance, cleaning towels or other like service, from any company or person not approved by Landlord. No vending machines of any description shall be installed, maintained or operated upon the premises demised to any tenant without the prior consent of Landlord.

(15)Landlord shall have the right to prohibit any advertising by any tenant or occupant which, in Landlord’s opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon notice from Landlord, such tenant or occupant shall refrain from or discontinue such advertising.

(16)Landlord reserves the right to exclude from the Building, between the hours of 6:00 P.M. and 8:00 A.M. on business days and at all hours on Saturdays, Sundays and holidays, all persons who do not present a pass to the Building signed by Landlord. Landlord will furnish passes to persons for whom any tenant requests such passes. Each tenant shall be responsible for all persons for whom it requests such passes and shall be liable to Landlord for all acts of such persons.

(17)Each tenant, before closing and leaving the premises demised to such tenant at any time, shall see that all entrance doors are locked and all windows closed. Corridor doors, when not in use, shall be kept closed.

(18)Each tenant shall, at its expense, provide artificial light in the premises demised to such tenant for Landlord’s agents, contractors and employees while performing janitorial or other cleaning services and making repairs or alterations in said premises.

(19)No premises shall be used, or permitted to be used for lodging or sleeping, or for any immoral or illegal purposes.

(20)The requirements of tenants will be attended to only upon application at the office of Landlord. Building employees shall not be required to perform, and shall not be requested by any tenant or occupant to perform, and work outside of their regular duties, unless under specific instructions from the office of Landlord.

(21)Canvassing, soliciting and peddling in the Building are prohibited and each tenant and occupant shall cooperate in seeking their prevention.

(22)There shall not be used in the Building, either by any tenant or occupant or by their agents or contractors, in the delivery or receipt of merchandise, freight, or other matter, any hand trucks or other means of conveyance except those equipped with rubber tires, rubber side guards and such other safeguards as Landlord may require.

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(23)If the Premises demised to any tenant become infested with vermin, such tenant, at its sole cost and expense, shall cause its premises to be exterminated, from time to time, to the satisfaction of Landlord, and shall employ such exterminators therefor as shall be approved by Landlord.

(24)No premises shall be used, or permitted to be used, at any time, without the prior approval of Landlord, as a store for the sale or display of goods, wares or merchandise of any kind, or as a restaurant, shop, booth, bootblack or other stand, or for the conduct of any business or occupation which predominantly involves direct patronage of the general public in the premises demised to such tenant, or for manufacturing or for other similar purposes.

(25)No tenant shall clean any window in the Building from the outside.

(26)No tenant shall move, or permit to be moved, into or out of the Building or the premises demised to such tenant, any heavy or bulky matter, without the specific approval of Landlord. If any such matter requires special handling, only a qualified person shall be employed to perform such special handling. No tenant shall place, or permit to be placed, on any part of the floor or floors of the premises demised to such tenant, a load exceeding the floor load per square foot which such floor was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of safes and other heavy matter, which must be placed so as to distribute the weight. All deliveries and/or removal of heavy or bulky matter shall be scheduled after Normal Building Hours.

(27)Landlord shall provide and maintain an alphabetical directory board in the first floor (main lobby) of the Building and no other directory shall be permitted without the prior consent of Landlord. Each tenant shall be allowed one line on such board unless otherwise agreed to in writing.

(28)With respect to work being performed by a tenant in its premises with the approval of Landlord, the tenant shall refer all contractors, contractors’ representatives and installation technicians to Landlord for its supervision, approval and control prior to the performance of any work or services. This provision shall apply to all work performed in the Building including installation of telephones, telegraph equipment, electrical devices and attachments, and installations of every nature affecting floors, walls, woodwork, trim, ceilings, equipment and any other physical portion of the Building.

(29)Landlord shall not be responsible for lost or stolen personal property, equipment, money, or jewelry from the premises of tenants or public rooms whether or not such loss occurs when the Building or the premises are locked against entry.

(30)Landlord shall not permit entrance to the premises of tenants by use of pass keys controlled by Landlord, to any person at any time without written permission from such tenant, except employees, contractors, or service personnel directly supervised by Landlord and employees of the United States Postal Service.

(31)Each tenant and all of tenant’s employees and invitees shall observe and comply with the driving and parking signs and markers on the Land surrounding the Building, and Landlord shall not be responsible for any damage to any vehicle towed because of noncompliance with parking regulations. Tenant shall advise all employees that parking in the surface areas is strictly prohibited, at all times. Surface parking areas are for the sole and exclusive use of all visitors to the Building, with a two-hour maximum. Tenant and their employees will be subject to towing and/or parking violation fees, which will be at the Landlord’s sole discretion. All visitors that will exceed the two-hour limit must register their vehicles with the Building Manager. Tenant and it’s employees must register all vehicles that will be on the Property.

(32)Without Landlord’s prior approval, no tenant shall install any radio or television antenna, loudspeaker, music system or other device on the roof or exterior walls of the Building or on common walls with adjacent tenants.

(33)Each tenant shall store all trash and garbage within its premises or in such other areas specifically designated by Landlord. No materials shall be placed in the trash boxes or receptacles in the Building or

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Common Areas unless such materials may be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage and will not result in a violation of any law or ordinance governing such disposal. All garbage and refuse disposal shall be only through entryways and elevators provided for such purposes and at such times as Landlord shall designate.

No tenant shall employ any persons other than the janitor of Landlord for the purpose of cleaning its premises without the prior consent of Landlord. No tenant shall cause any unnecessary labor by reason of its carelessness or indifference in the preservation of good order and cleanliness. Janitor service shall include ordinary dusting and cleaning by the janitor assigned to such work and shall not include beating of carpets or rugs or moving of furniture or other special services. Janitor service shall be furnished Mondays through Fridays, legal holidays excepted; janitor service will not be furnished to areas which are occupied after 9:30 P.M. Window cleaning shall be done only by Landlord, and only between 6:00 A.M and 5:00 P.M.

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EXHIBIT E

Commencement Date Confirmation

DECLARATION BY LANDLORD AND TENANT AS TO DATE OF DELIVERY AND
ACCEPTANCE OF POSSESSION OF PREMISES

Attached to and made a part of the Lease dated the        day of                       ,                , entered into and by 9801 Westchase, Ltd. as LANDLORD, and                                                     as TENANT.

LANDLORD AND TENANT do hereby declare that possession of the Premises was accepted by TENANT on the               day of                ,             . The Premises required to be constructed and finished by LANDLORD in accordance with the provisions of the Lease have been satisfactorily completed by LANDLORD and accepted by TENANT, the Lease is now in full force and effect, and as of the date hereof, LANDLORD has fulfilled all of its obligations under the Lease. The Lease Commencement Date is hereby established as                             ,                           . The Term of this Lease shall terminate on                                        ,                      .

LANDLORD:
9801 WESTCHASE, LTD., a Texas limited partnership
By:	9801 Westchase, Ltd., a Texas limited partnership, its General Partner
	By:
		Vahid Tabrizi, it’s Partner and Attorney in Fact for General Partner
	Date:
TENANT:
	By:
	Name:
	Title:
	Date:

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EXHIBIT F

Renewal Option

Tenant shall have one (1) option to extend this Lease for an additional period of three (3) years. The extended term shall be on all of the same terms and conditions of this Lease with the exception that the Monthly Rent for the extended term shall be the then prevailing rental rate being charged by comparable buildings in the Westchase sub market. In order for Tenant to exercise this option to extend, Tenant must give Landlord written notice of its election to extend at least six (6) months (but no sooner than twelve [12] months) prior to the normal expiration date of the Lease, time being of the essence, which notice shall request that Landlord provide Tenant with the rental rate for the extended term. Landlord shall furnish Tenant with the rental rate for the extended term within fifteen (15) business days of receipt of Tenant’s notice to extend. If the parties have not signed a written amendment to this Lease confirming the extended term and the corresponding rental rate at least four (4) months prior to the normal expiration date of the Lease, time being of the essence, then Tenant’s extension of the Lease shall be automatically null and void and this Lease shall expire as if the extension option had never been exercised.

Tenant agrees to execute such additional documents, if any, as Landlord may reasonably require regarding any such extension. The foregoing option to extend is given on the express condition that Tenant may not exercise the foregoing option to extend if it shall be in default under the Lease beyond any applicable cure period. Any attempted exercise while in default shall be null and void and of no effect. Tenant has no other option(s) to extend the term of this Lease except as set forth in this paragraph.

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EX-10.31

Exhibit 10.31

AMENDMENT OF LEASE AGREEMENT

THIS AMENDMENT OF LEASE AGREEMENT (this “Amendment”) is made as of this 25 day of February, 2010 (the “Effective Date”) by among Young H. Lim and Injoo Baik (“Landlord”), and Wilshire State Bank (“Tenant”).

Landlord and Tenant are parties to that certain Lease Agreement dated as of May 25, 2006 (the “Offer to Lease”) and dated as of January 25, 2008 (the Exercise of Option to Renew) for premises at 7535 Little River Turnpike, Suite 310A, Annandale, VA 22003, (the “Premises”).

Tenant desires to extend the lease term for two (2) more years from the termination dated as of May 31, 2010 as follows,

June, 2010 to May, 2011 - $2,105.75 per monthly

June, 2011 to May, 2012 - $2,189.98 per monthly

With signing on this, the parties have caused this Amendment to be executed as of the day and year first above written.

Tenant:
/s/ [ILLEGIBLE]
Wilshire State Bank
Landlord: Individually	Landlord: Individually
Young H. Lim	Injoo Baik

COMMERCIAL LEASE AGREEMENT (OFFICE USE)

This Lease Agreement (hereinafter the “Lease”) is made effective this 26th Day of May, 2006, by and between Young H. Lim and Injoo Baik (hereinafter called “Landlord”) and Wilshire State Bank (hereinafter called “Tenant”).

1.Premises.     Landlord hereby rents to Tenant and Tenant does hereby lease from Landlord the improved property known as 7535 Little River Turnpike #310A, Annandale, Virginia 22003. containing approximately Eleven Hundred Fifty(1150) square feet Gross Leasable Area.

2.Deposit.     Tenant shall pay Landlord a deposit of Eighteen Hundred ($1,800.00) Dollars. The Landlord shall immediately place all deposit moneys into an non-interest bearing escrow account upon receipt. The money accrued in this escrow account will be returned to the Tenant upon the expiration of this Lease. If the Landlord terminates this Lease under provision eight of this Lease, Landlord shall collect any money due under the terms of rent payment and return the remaining balance to the Tenant on or before the expiration of ten (10) days following termination.

3.Payment of Rent.     For the period of the commencing from the 26th day of May, 2006 and terminating on the 25th day of May, 2008. The Tenant agrees to pay net to the Landlord an Monthly Minimum Rent of Eighteen Hundred (1,800.00) Dollars for the period (26th)day of May, 2006 to 25th day of May 2007, The Monthly Minimum shall be increased Eighteen Hundred Seventy Two ($1,872.00) Dollars for the period 26th day of May, 2007 to 25th day of May 2008.  No late payment penalty shall apply unless payment has not been tendered by the tenant to the landlord by the eleventh day of the month. If the tenant renders payment on the eleventh (11th) day of the month or later, the landlord may collect a late payment penalty in the amount of ten percent (10%) of the rent due and owing.

4.Additional Rent.     All charges, costs and expenses which the Tenant is required to pay hereunder, together with all interests and penalties that may accrue thereon in the event of the Tenant’s failure to pay such amounts plus any related costs that have incurred due to breach of Tenant’s obligations shall be considered additional rent and the Landlord shall have all the rights and remedies with respect thereto as the Landlord has for the non-payment of the basic rent.

5.Duration and Renewal.     The duration of this lease is Two (2) years and Tenant shall have One (1) additional renewals under the same terms of Two (2) years. The lease shall be increased Four (4%) Percent of each year following the expiration of this lease.

6.Alterations and Improvements.     Tenant shall not make any alterations to the premises or to the outside of the building, including but not limited to the outside walls, without the written consent of the Landlord. The Landlord shall install the Wooden Blinder for windows and does professional steam cleaning on the floor.

7.Landlord’s Obligation to Repair and Replace.     Landlord shall, at his own expense, make all necessary repairs and replacements to the leased premises and to the pipes, heating system, air conditioning, plumbing, windows, glasses, and inside as well as the outside of the leased premises including the steps, if any, and all other fixtures and appliances and appurtenances used in connection with the leased premises.  In the event the Landlord does not

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make such necessary repairs or maintenance within fifteen (15) days of notice from the Tenant, the Tenant shall have the option of making such repairs or maintenance for the Landlord’s account and the resulting expenses shall constitute and be deductible from rent. All replacements that the Landlord makes shall be at lease as equal to the original work.

8.Tenant’s Obligation to Comply with Applicable Law.     Tenant, at Tenant’s sole expense, shall comply with all laws and regulations of federal, state and local authorities. Furthermore, Tenant shall obtain necessary licenses to operate the business on the said premises.

9.Insurance.     Tenant shall carry at all times a general liability insurance of at least One Million ($l,000,000.00) naming both the Landlord and Tenant as the insured. In addition, the Tenant shall maintain additional insurance insuring the contents of the premises and any damage to the building that may have been caused by fire, vandalism, malicious mischief, explosion and collapse, and any other perils.

10.Destruction of the Premises.     In the event the property is substantially damaged by fire, storm or other events, making the premises untenable, the lease shall terminate as of date of damage. However, in the event the premises is declared partially untenable, without the fault of the Tenant, Landlord shall restore the property buy not to exceed the proceeds of Fire and Extended Coverage, which the Tenant shall acquire, with reasonable diligence and the Lease shall continue to be in effect. Tenant shall have the said policy endorsed to the Landlord.

11.Permitted Uses.     The leased premises shall be used for a Lending Office of the Wilshire State Bank and no other purpose.

12.Assignment and Subletting.     The Tenant shall not assign or sublease this Lease in whole or part without the written consent of the Landlord. However, the Tenant shall be personally liable for the Lease during the entire remaining term of the lease unless otherwise agreed by the parties. Further, the Landlord reserves the right to revise the terms of this Lease in the event of the aforesaid situations.

13.Landlord’s Exculpation.     The Landlord shall not be liable for injury or damage to persons or property occurring within inside of the leased property unless such injury or damage is caused by the sole negligence of the Landlord or the Landlord’s failure to comply with the terms of this lease. Tenant shall maintain liability and Fire and Extended Coverage insurance throughout the Lease to protect the Landlord.

14.Indemnifications.     The Tenant shall indemnify the Landlord against all liabilities, damages and other expenses, including reasonable attorney’s fees for the Tenant’s negligence or any failure of the Tenant’s failure to perform or comply with any covenant required to be performed or complied with in this Lease.

15.Condemnation.     In the event that said premises or any part thereof are taken for public use, eminent domain, condemnation or other governmental legal proceedings, the Tenant does hereby disclaim any and all rights, title, interest and estate in and to such sum or sums which may be paid to the landlord as compensation for the taking of the said premises or any part thereof. Furthermore, the Landlord may make settlement with the said agencies without obtaining the permission form the Tenant. In the event that only a portion of the leased premises are taken for public use, then the parties shall have the option of either abating the rent proportionately or canceling this lease.

16.Surrender of Premises.     Tenant shall vacate the premises in good order and repair the property in the same condition that it was first leased provided that reasonable wear and tear

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expected. Upon removal of any trade fixtures, the Tenant shall repair all damage caused by such removal.

17.Waivers.     It is agreed that the waiver of the breach of any covenant or condition herein contained, shall not be construed as the waiver of such covenants and conditions or any subsequent breach thereof, unless such breach is waived in writing by the Landlord.

18.Binding Effect.     This Lease shall bind and insure to the benefit of the parties hereto, their respective heirs, personal representatives, successor and assigns.

19.Default and Cure.     In the event of default which is defined as failure of the Tenant to comply with the terms and covenants of this Lease, the Landlord shall give Tenant a Notice of Default and the Tenant shall have Ten (10) days to cure any monetary default, including but not limited to the payment of rent and payment of real estate taxes, insurance, sewage, and Fifteen (15) days for non-monetary default. In the event that the Tenant does not cure such default or take reasonably necessary steps to cure the same within the aforementioned specified times or if there are more than two (2) defaults within a year, the Landlord, at their option, may declare this Lease null and void and recover all costs and damages, including reasonable attorney’s fees, costs of lawsuit and administrative expenses.

20.Liability.     The undersigned Tenants shall be jointly and severally liable for all obligations under this lease. In the event the Tenant is a corporation, a partnership, a new corporation or partnership is formed or to be formed, the corporate name has been changed, or for any reason that the leasehold interest is changed or the business established under the lease is changed or incorporated, the Tenant shall immediately notify the Landlord to have the said corporation added on to the lease as additional Tenant. In the even the Tenant does not do the aforesaid, it shall be deemed a default under the lease.

21.Maintenance.     Tenant shall be liable for maintenance of both inside and outside of the premise, except for the roof and exterior wall which the Landlord shall maintain. The Landlord shall not maintain should such damage to the exterior wall or the roof is the result from theft, vandalism or due to the fault of Tenant, Tenant’s agents, invitees or other instances which do not constitute natural, ordinary wear and tear. Tenant shall maintain the property in satisfactory condition, including but not limited to collection of garbage snow removal and cleaning the inside and outside of the leased premises.

22.Waiver of Jury Trial.     Landlord and Tenant mutually waive trial by jury from all claims related to this Lease and occupancy and use of the premises.

23.Notices.     All notices shall be sent to the following:

Landlord: Young H. Lim and Injoo Baik

2108 Spy Glass Ct.

Merced. CA 95340

Tenant: Wilshire State Bank

3200 Wilshire Blvd., #510

Los Angeles, CA 90010

24.Governing Law.     This Lease shall be construed under the laws of the State of Virginia. The parties acknowledge that this Lease has been drafted, negotiated, made, delivered and consummated in the State of Virginia. Tenant hereby waives any objection to the venue of any action filled by Landlord against Tenant in any state or federal court of the State of Virginia

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and waives any claim of forum non convenience or for transfer of any such action to any other court.

25.Bankruptcy.     If any transfer of Tenant’s interest in the premises created by this Lease shall be made under execution or similar legal process, or a petition is filed by or against Tenant to adjudicate Tenant bankrupt or insolvent under and federal or state law, or if a receiver or Trustee shall be appointed for Tenant’s business or property and such appointment is not vacated within ten (10) days, or if a petition is filed by or against Tenant under any provision of federal or state law for a corporate reorganization of Tenant or an arrangement with its creditors, or if Tenant makes an assignment or deed of trust for the benefit of its creditors or if any other manner Tenant’s interest under this Lease shall pass to another by operation of law, then in any of said events, Tenant shall be deemed to have committed a material breach of this Lease and Landlord may, at its option, terminate this Lease and reenter the premises; but, not withstanding such termination, Tenant shall remain liable for all rent and damages which may be due at the time of such termination and for the liquidated damages set forth elsewhere in this Lease. Nothing herein or in any other sections of this lease shall be deemed to preclude landlord from obtaining the maximum amount recoverable from Tenant under the law in any proceedings; tenant hereby covenants that in the event of termination and reentry, tenant shall be liable to Landlord for the maximum amount recoverable from Tenant under the law pertaining to the proceeding resulting in such reentry or termination by the Landlord.

26.Entire Agreement.     This Lease constitutes the entire agreement between the parties and no modifications shall be deemed effective unless in writing and signed by both parties.

27.Brokers.     The Landlord and the Tenant acknowledges that there are no brokers other than New Star Realty & Inv. The Landlord agree to pay $1,800.00 to the New Star Realty on the earliest of the date upon possession or the date of signing of the lease for commission.

28.Liens on property.     Tenant shall not place any liens on the premises or fixtures, whether statutory, mechanics or otherwise, and shall be responsible financially or otherwise for removal of such liens, including all costs and damages including attorney’s fees of the Landlord. However, by signing this Lease, the Tenant gives the Landlord a lien on all Tenant’s fixtures, equipments and personal property. Any property of Tenant remaining after the termination of lease, default, or otherwise, shall be deemed to be the property of the Landlord without due process of law and Landlord shall have the right to sell the property to a third party. By signing this Lease, the Tenant shall be deemed to have designated the Landlord its attorney-in-fact to carry out the aforementioned deeds excluding all liabilities.

29.Default Rent.     If payments or rent or additional rent are in arrears for more than ten (10) days, (a) Landlord shall be entitled to the benefits of all laws of the State of Maryland. The default interest rate payable by the Tenant to Landlord shall be eighteen (18) percent per annum excluding late fees or other fees mentioned in the aforesaid paragraphs under this Lease. Tenant shall pay Landlord all administrative costs, out of pocket expenses including reasonable attorney’s fees and damages.

30.Termination.     If Tenant defaults in payment of rent or additional rent or other under all terms of the lease, Landlord, after five (5) days of written notice, shall have the option of terminating the lease, and replace with new tenant and shall have the right to exercise any and all remedy under this lease or under law or equity. The Landlord’s rights are cumulative and shall not preclude Landlord from exercising his rights as in the foregoing sentence. Tenant shall remain liable in the aforesaid instances for any rent and damages which may be due or sustained prior thereto and shall pay Landlord for all costs and expenses, including but not limited to attorney’s and broker’s fees and expenses, paid or incurred by Landlord in connection with: (i)

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obtaining possession of the premises; (ii) removal and storage or sale of tenant’s or other occupant’s property; (iii) replacing new tenant with the whole or any part of the premises; (iv) repairing, altering, renovating, partitioning, enlarging, remodeling or otherwise putting the premises, either separately or as part of larger premise, into condition acceptable to and reasonably necessary to obtain a new Tenant. In addition, Tenant shall be liable for liquidated damages which is defined as monthly rent and additional rent payable by Tenant hereunder, which shall be payable when due, less the rent, if any received by Landlord from others to whom the premises may be rented on such terms and condition and at such rental the Landlord, in its sole discretion, shall deem proper. The obligations of Tenant under this section shall survive: termination of this lease or reentry by Landlord without termination until the fixed termination date under this lease and I shall be binding upon Tenant until such date.

31.Mortgage Subordination.     The holder of any mortgage or deed of trust not existing or hereinafter placed upon the property shall have the right to elect, at any time, whether this lease shall be subordinate to the operation and effect of such mortgage or deed of trust or superior thereto, without the necessity in either case for execution by Tenant, of any instrument other than this Lease, and such election shall be binding upon Tenant. Tenant appoints the Landlord its attorney-in-fact to execute all documents required for such subordination.

32.Tenant Holding Over.     If the Tenant shall not immediately surrender possession of the premises at the termination of this lease, extension thereof if any, or after notice of relocation, the Landlord shall have the option of exercising any other remedies under this lease and/or under the law or equity or at the Landlord’s option, Tenant shall become a tenant from month to month, provided that rent shall be paid and accepted by the Landlord, in advance, at double the rate of rental payable hereunder just prior to termination, extension if given or notice or relocation. However, unless and until the Landlord shall accept such rental from the Tenant, the Landlord shall continue to be entitled to re-take possession of the premises without any prior notice whatsoever, to Tenant. If the Tenant shall fail to surrender possession of the premises immediately upon the expiration of the term hereof or the extension if extended, the Tenant hereby agrees that all the obligations of the Tenant and all rights of the Landlord applicable during the term of this Lease, notice of relocation or the extension thereof if given shall be equally applicable during such period of subsequent occupancy, whether or not a month to month tenancy shall have been created as aforesaid.

33.Returned Checks.     If Tenant’s check is returned for insufficient fund or otherwise, the Tenant shall pay the Landlord $25.00 per check for returned checks.

34.Joint and Several liabilities.     Tenants acknowledge that they are jointly and severally liable for all obligations under the Lease and any notice or process on one Tenant shall be deemed to have been service or notice for all the Tenants hereunder.

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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written.

ATTEST:
	By:
		Young H. Lim, Landlord
	By:
		Injoo Baik, Landlord
WITNESS
	By:	/s/ [ILLEGIBLE]
		Wilshire State Bank, Tenant

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EX-10.32

Exhibit 10.32

SHOPPING CENTER LEASE

Between

Regency Centers, L.P.

(Landlord)

And

Wilshire State Bank

(Tenant)

At

Woodman Van Nuys Shopping Center
Arleta, CA

Dated  November 19, 2009

REGENCY CENTERS	INITIAL HERE
	/s/ [ILLEGIBLE]
	/s/ [ILLEGIBLE]

WOODMAN VAN NUYS
SHOPPING CENTER LEASE

THIS LEASE, made as of the 19thday of November, 2009, by and between Regency Centers, L.P., a Delaware Limited Partnership (herein called “Landlord”), and Wilshire State Bank, a California corporation (herein called “Tenant”).

In consideration of the obligations of Tenant to pay rent and other charges as herein provided and in consideration of the other terms, covenants and conditions hereof, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises described herein for the term and subject to the terms and conditions set forth herein.

ARTICLE 1. INTRODUCTORY PROVISIONS

1.1          FUNDAMENTAL LEASE PROVISIONS.

Certain fundamental provisions are presented in this Section in summary form to facilitate convenient reference by the parties hereto:

(a)  Tenant’s Trade Name	Wilshire State Bank (Section 7.1)
(b)  Term	Sixty (60) months (Section 3.1)
(c)  Premises Space Number	9700 Woodman Avenue, Suite A-6 Arleta, California 91331 (Exhibit “B” - Part 2)
(d)  GLA in Premises	1,150 square feet (Section 1.5)
(e)  GLA in Landlord’s Building	107,614 square feet (Section 1.5)
(f)  Tenant’s Proportionate Share	Tenant’s proportionate share shall be defined as the percentage that the gross leasable area (“GLA”) of the Premises bears to the entire gross leasable area of Landlord’s Building except as hereinafter provided. In determining Tenant’s Proportionate Share of Common Area Costs and contribution for Taxes and Insurance, Landlord may exclude from the GLA of the Landlord’s Building any premises containing 7,50012,500 or more square feet of GLA if the lease for such premises does not require the applicable tenant to pay a prorata share of Common Area Costs, Taxes or Insurance, but in that event, Landlord shall deduct from the Common Area Costs, Taxes or Insurance any amounts payable by any such tenants specifically for items included in the Common Area Costs, Taxes or Insurance.
(g)  Minimum Annual Rent:				Minimum Rent
		Minimum Rent		(Per Sq.ft. of		Minimum Rent
	Months	(Monthly)		GLA)		(Annual)
	1 - 12	$	2,242.50	$	23.40	$	26,910.00
	13 - 24	$	2,287.54	$	23.87	$	27,450.50
	25 - 36	$	2,333.54	$	24.35	$	28,002.50
	37 - 48	$	2,379.54	$	24.83	$	28,554.50
	49 - 60	$	2,427.46	$	25.33	$	29,129.50
	plus applicable sales tax, if any (Section 4.2)
(h)  Percentage Rent	N/A
(i)  Commencement Date	One hundred twenty (120) days after the date of Landlord’s delivery of the Premises to Tenant. (Section 3.1)
(j)  Use	The Premises shall be used for retail banking and general office. (Article 7) The use is subject to all exclusives granted by Landlord in the Shopping Center which are currently set forth in Exhibit J
(k)  Guarantor(s) (if none, so state)	N/A
(l)  Default Rate:	The lesser of twelve percent (12%) per annum or the maximum lawful rate of interest permitted by applicable law
(m)  Security Deposit	N/A
(n)  Brokers	Regency Centers, L.P. representing Landlord and Transwestem representing Tenant (Section 25.5)

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(o)  Estimated Common Area Costs for 2009				$4.16 per square foot per annum (Article 8) (Subject to annual adjustment)
(p)  Estimated Taxes for 2009				$1.65 per square foot per annum (Article 5) (Subject to annual adjustment)
(q)  Estimated Insurance for 2009				$0.58 per square foot per annum (Article 11) (Subject to annual adjustment)
(r)  Advertising and Promotion Fund (if none, so state)				N/A
(s)  Estimated Initial Monthly Payments Required
	Minimum Rent			$2,242.50
	Additional Rent
	Common Area Costs	$	398.67
	Taxes	$	158.13
	Insurance	$	55.58
Advertising and Promotion Fund (if none, so state)				N/A
Pylon Signage Fee (if none, so state)				N/A
Satellite Fee (if none, so state)				N/A
Total Monthly Additional Rent				$612.38
State and County Sales Tax				N/A
Total Monthly Payment at Commencement Date				$2,854.88
(t)  Address for Notice
To Landlord				c/o Regency Centers Corporation One Independent Drive Suite 114 Jacksonville, Florida 32202-5019 Attention: Lease Administration With a copy to: c/o Regency Centers Corporation One Independent Drive Suite 114 Jacksonville, Florida 32202-5019 Attention: Legal Department With a copy to: c/o Regency Centers Corporation 915 Wilshire Boulevard Suite 2200 Los Angeles, California 90017 Attention: Property Management
To Tenant:				Wilshire State Bank 3200 Wilshire Boulevard, Suite 1400 Los Angeles, California 90010
(u)  Tenant Allowance				$10.00 per square foot of the Premises; subject, however, to the terms and conditions of the Tenant Allowance provision of this Lease

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LEASE PROVISIONS

1.2          REFERENCES AND CONFLICTS.

References appearing in Section 1.1 are to designate some of the other places in this Lease where additional provisions applicable to the particular Fundamental Lease Provisions appear. Each reference in this Lease to any of the Fundamental Lease Provisions contained in Section 1.1 shall be construed to incorporate all of the terms provided for under such provisions, and such provisions shall be read in conjunction with all other provisions of this Lease applicable thereto. If there is any conflict between any of the Fundamental Lease Provisions set forth in Section 1.1 and any other provision of this Lease, the latter shall control.

1.3          EXHIBITS.

The following drawings and special provisions are attached hereto as exhibits and hereby made a part of this Lease:

(a)	Exhibit “A”	Legal Description of the Shopping Center Land as presently constituted
(b)	Exhibit “B”	Part 1 - Site plan of Shopping Center Land; and
		Part 2 - Leasing Plan. (The Premises is identified on the Leasing Plan.)
(c)	Exhibit “C”	Description of Tenant’s Work and Work to be performed by Landlord, if any, in the Premises; and “C-1” Shopping Center Signage Criteria
(d)	Exhibit “D”	Intentionally Omitted
(e)	Exhibit “E”	Requirements & Restrictions
(f)	Exhibit “F”	Tenant Improvements
(g)	Exhibit “G”	Signage
(h)	Exhibit “H”	Intentionally Omitted
(i)	Exhibit “I”	Intentionally Omitted
(j)	Exhibit “J”	Existing Exclusives granted by Landlord at Shopping Center

1.4          THE SHOPPING CENTER; LANDLORD’S BUILDING.

The “Shopping Center” means the land described in Exhibit “A” and improvements thereon constituting an integrated retail shopping center, as the same may be modified from time to time throughout the Term of this Lease. The structure or structures shown on Exhibit “B” as “Landlord’s Building,” as the same may be altered, reduced or expanded from time to time throughout the Term of this Lease, is hereinafter called the “Landlord’s Building.” Landlord may at any time and from time to time change the shape, size, location, number, height and extent of the improvements in the Shopping Center and eliminate or add any improvements to any portion of the Shopping Center and add land thereto or eliminate land therefrom.

1.5          GROSS LEASABLE AREA.

At the Commencement Date, GLA is estimated to be, with respect to the Premises, the number of square feet set forth in Section 1.1(d) and, with respect to the Landlord’s Building, the number of square feet set forth in Section 1.1(e). GLA will change with additions or deletions to the Landlord’s Building and/or the Premises. The GLA is measured from the exterior face of exterior walls, the exterior face of service corridor walls and the centerline of interior demising walls. No deduction shall be made for columns, stairs, elevators or any internal construction or equipment. Unless another provision of this Lease expressly grants to Tenant a right to certify and/or remeasure the GLA of the Premises, Tenant shall have no such right to certify and/or remeasure or otherwise dispute the GLA of the Premises set forth in Section 1.1(d) above.

ARTICLE 2. PREMISES

2.1          LEASE OF PREMISES.

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises for the Term, at the rent, and upon the terms, covenants and conditions herein set forth.

2.2          PREMISES DEFINED.

The term “Premises” means the space situated in the Landlord’s Building in the location marked on Exhibit “B” and shall consist of the space thereat within the walls, structural floor and the bottom of the roof of Landlord’s Building. The demised Premises shall include only the appurtenances specifically granted in this Lease, Landlord specifically excepting and reserving for itself the roof, the air space above the roof, the space below the floor, the exterior portions of the demised Premises (other than the store front), and the right to install pipes, ducts, conduits, wire, solar panels and other mechanical equipment serving other portions, tenants and occupants of the Shopping Center under or above the Premises, without the same constituting and actual or constructive eviction of Tenant.

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2.3          DELIVERY OF PREMISES.

Landlord agrees to deliver to Tenant, and Tenant agrees to accept from Landlord, possession of the Premises when Landlord advises Tenant in writing that the Landlord’s Work in the Premises (if any) has been sufficiently completed to permit Tenant’s Work to begin or when Tenant takes possession of the Premises, whichever first occurs. Landlord’s notice thereof shall constitute delivery of the Premises without further act by either party. Landlord will deliver possession of the Premises to Tenant with the heating, ventilation and air conditioning (HVAC) unit, plumbing, and electrical systems in good working order with the rest of the Premises in its current “as-is” condition with the addition of only those items of work (if any) described on Exhibit “C”. If Landlord encounters delays in delivering possession of the Premises to Tenant, this Lease will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting from such delay. If the delay in possession is caused by Tenant (including delays caused by Tenant’s failure to supply the information referred to in the following sentence), then the date of Landlord’s delivery of the Premises to Tenant shall be deemed to be the date such delivery would have occurred but for Tenant’s delay. Notwithstanding the foregoing, Landlord will not be obligated to shall deliver possession of the Premises to Tenant until within thirty (30) days after Landlord has received from Tenant all of the following: (i) a copy of this Lease fully executed by Tenant, and a Guaranty, if any, executed by the Guarantor(s); (ii) the Security Deposit and the first installment of Minimum Annual Rent; and (iii) copies of policies or certificates of insurance as required under Article 11 of this Lease. If Tenant occupies the Premises prior to the Commencement Date, such early occupancy shall be subject to all of the terms and conditions of this Lease, and Tenant will not interfere with Landlord in the completion of Landlord’s Work (if any). Landlord will give Tenant access for locks to be changed upon: (i) Tenant’s acceptance of the Premises, (ii) Landlord’s receipt of two sets of plans and specifications set forth in Exhibit “C”, and (iii) Landlord’s receipt of a copy of the contractor’s insurance certificate. Tenant will pay all expenses associated with changing the locks.

2.4          OPENING OF PREMISES.

On or before ten (10) days after delivery of possession of the Premises to Tenant, Tenant shall commence the Tenant’s Work specified in Exhibit “C”, diligently and continually proceed to completion, and open for business on or before the Commencement Date specified in Section 1.1(i). In relation to Tenant’s Work, Tenant shall execute the Notice of Commencement as Owner identifying Landlord only as the fee simple titleholder for purposes of permitting. By opening for business, Tenant shall be deemed to have acknowledged that all work (if any) required to be performed by Landlord in connection with the Premises and any and all other obligations to be performed by Landlord on or before the opening of the Premises have been fully performed, and that the Premises are at such time complete and in good, sanitary and satisfactory condition and repair without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto.

2.5          TENANT’S WORK.

In addition to Tenant’s obligations set forth in Exhibit “C”, it shall be Tenant’s responsibility and obligation to obtain all building, occupancy, use and other governmental permits and/or approvals required in connection with the construction of the Tenant’s Work, a certificate of occupancy for the Premises upon completion thereof and Tenant’s use thereof, including, without limitation, the payment of all utility connection/hookup/meter fees and charges and any development impact fees, transportation uniform mitigation fees and/or school mitigation fees assessed with respect to the Premises and/or Tenant’s use and/or Tenant’s Work as opposed to the Shopping Center. In the event Landlord pays any such fees on Tenant’s behalf, Tenant shall reimburse Landlord for such fees as Additional Rent within ten (10) days of Tenant’s receipt of an invoice therefor from Landlord.

ARTICLE 3. TERM

3.1          TERM OF THIS LEASE.

The Term of this Lease shall commence on the Commencement Date specified in Section 1,1(i) and shall continue for the number of months set forth in Section 1.1 (b).

ARTICLE 4. RENT

4.1          TENANT’S AGREEMENT TO PAY RENT.

Tenant hereby agrees to pay Minimum Annual Rent and Additional Rent. The term “Rent” includes the Minimum Annual Rent and Additional Rent.

4.2          MINIMUM RENT.

The minimum amount of rent Tenant shall pay Landlord for each Lease Year is the amount set forth in Section 1.1(g) (the “Minimum Annual Rent”). Minimum Annual Rent for the period from the Commencement Date to the first day of the month following such date shall be prorated on a daily basis and shall be payable with and in addition to the first installment of Minimum Annual Rent.

The Minimum Annual Rent for each Lease Year shall be payable in twelve (12) equal monthly installments, in advance, on the first day of each calendar month. The first installment of Rent shall be due on Tenant’s execution and delivery of this Lease to Landlord.

4.3          LEASE YEAR DEFINED.

The “First Lease Year” means the period beginning on the Commencement Date and ending on the last

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day of the twelfth full calendar month thereafter. “Lease Year” means each successive twelve (12) month period after the First Lease Year occurring during the Term.

4.4MONTHLY REPORTING.

Tenant shall furnish to Landlord within twenty (20) days after the end of each calendar month during the Term a complete statement, certified by Tenant (or a responsible officer thereof if Tenant is a corporation or limited liability company), of the amount of Gross Sales made from the Premises during said month, the statement to be in such form and style and contain such details and breakdown as Landlord may require. Tenant shall also furnish to Landlord with each such monthly statement a copy of any sales tax report filed with any taxing authority.

4.5GROSS SALES.

(a)”Gross Sales” means the actual prices of all goods, wares, internet based sales and merchandise sold and-the actual charges for all services performed by Tenant or by any subtenant, licensee, concessionaire or other person in, at, from, or arising out of the use of the Premises, whether wholesale or retail, whether for cash or credit, or otherwise, and includes the value of all consideration received or promised for any of the foregoing, without reserve or deduction for inability or failure to collect, including, but not limited to, sales and services:—(i) where the orders therefor originate in, at, from or arising out of the use of the Premises, whether delivery or performance is made from the Premises or from some other place and regardless of the place of bookkeeping for, payment of, or collection of any account; or (ii) made or performed by mail; telephone, or telecopy orders received or filled in, at or from the Premises; or (iii) made or performed by means of mechanical and other vending devices in the Premises; or (iv) which Tenant, or any subtenant, licensee, concessionaire or other person, in the normal and customary course of its business, would credit or attribute to its operation at the Premises or any part thereof. Any deposit not-refunded shall be included in Gross Sales in the month in which such deposit is received.

(b)The following shall be excluded from Gross Sales: (i) any exchange of merchandise between stores of Tenant when such exchange is made solely for the convenient operation of Tenant’s business and not for the purpose of consummating a sale made in, at or from the Premises; (ii) returns to shippers or manufacturers; (iii) cash or credit refunds to customers on transactions previously reported as Gross Sales; (iv) sales of fixtures, machinery and equipment, which are not stock in trade, after use thereof in the conduct of Tenant’s business; and (v) amounts which are separately stated and collected from customers and which are paid by Tenant to any government for any sales or excise tax. No franchise, capital stock tax, tax based upon assets or net worth or gross receipts tax, and no income or similar tax based on income or profits shall be deducted from Gross Sales.

4.64.4     ADDITIONAL RENT.

Tenant shall pay, as additional rent (herein sometimes collectively called “Additional Rent”), all sums of money or charges of whatsoever nature (except Minimum Annual Rent and Percentage Rent, if any) required to be paid by Tenant to Landlord pursuant to this Lease, whether or not the same is designated as “Additional Rent.”

4.74.5     WHERE RENT PAYABLE AND TO WHOM; NO DEDUCTION; LATE CHARGE.

All Rent payable by Tenant under this Lease shall be paid to Landlord on or before the first fifth (5th)day of each month without prior notice or demand therefor (except where such prior demand is expressly provided for in this Lease), without any deductions, set offs or counterclaims whatsoever, at the place to which notices are to be sent to Landlord or to such payee and at such place as may be designated by Landlord. If any payment of Rent or other charges due hereunder is not received by Landlord in good funds on its due date, Tenant will pay to Landlord a late charge of five percent (5%) of the amount due.

ARTICLE 5. TAXES AND ASSESSMENTS

5.1          TENANT’S PROPORTIONATE SHARE OF TAXES AND PAYMENT.

Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of all real estate taxes, current and future, and other ad valorem taxes and assessments of every kind and Tenant’s Proportionate Share of any reasonable costs and expenses (such as real estate tax consultant fees) that are incurred by Landlord in a good faith effort to reduce the amount assessed by the taxing authority (“Taxes”). In the event any assessments may be paid in annual installments, only the amount of such annual installment and statutory interest shall be included within the computation of the annual Taxes for the Lease Year in question. Tenant shall pay its Proportionate Share of Taxes at the times and in the manner provided in Section 8.6.

5.2          RENT TAX.

Should any governmental taxing authority acting under any present or future law, ordinance or regulation levy, assess or impose a tax, excise or assessment (other than an income or franchise tax) upon or against or measured by the Rent, or any part of it, Tenant shall pay such tax, excise and/or assessment when due or shall on demand reimburse Landlord for the amount thereof, as the case may be.

5.3          PERSONAL PROPERTY TAXES.

Tenant shall be liable for, and shall pay before delinquency, all taxes and assessments (real and personal) levied against (a) any personal property or trade fixtures placed by Tenant in or about the

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Premises (including any increase in the assessed value of the Premises based upon the value of any such personal property or trade fixtures), and (b) any Tenant improvements or alterations in the Premises (whether installed and/or paid for by Landlord or Tenant). If any such taxes or assessments are levied against Landlord or Landlord’s property, Landlord may, after written notice to Tenant (and under proper protest if requested by Tenant), pay such taxes and assessments, and Tenant shall reimburse Landlord therefor within ten (10) days after demand by Landlord; provided, however, Tenant, at its sole cost and expense, shall have the right, with Landlord’s cooperation, to bring suit in any court of competent jurisdiction to recover the amount of any such taxes and assessments so paid under protest.

ARTICLE 6. TENANT’S CONDUCT OF BUSINESS

6.1          HOURS.

Tenant agrees that, from and after the Commencement Date, Tenant will continuously and uninterruptedly keep open and operate its entire store for no less than forty (40) hours per weekin the Premises for the purpose specified in Section 1,1(j) and under the trade name specified in Section 1.1(a) with the public daily during such hours as are customary in the Shopping Center.  However, if Tenant is unable to comply with the provisions of this Section by reason of national holidays, strikes, act of God, destruction of the Premises by fire, or any other reason or cause beyond Tenant’s control. Tenant shall not be deemed to be in default under this Lease. Tenant shall be allowed access to the Premises twenty-four (24) hours each day.

ARTICLE 7. USE OF PREMISES

7.1          SOLE USE AND TRADE NAME.

Tenant shall use the Premises for the purpose specified in Section 1.1(j) and for no other purpose whatsoever and shall conduct its business in the Premises solely under the trade name specified in Section 1.1(a). Nothing in this Lease shall be construed to grant Tenant an exclusive right to the purpose specified in Section 1.1(j) or any other purpose or use. Tenant shall procure, at Tenant’s sole expense, any permits or licenses required for the transaction of business in the Premises.

7.2          REQUIREMENTS AND RESTRICTIONS.

Tenant agrees to comply with the Requirements and Restrictions set forth on Exhibit “E” attached hereto.

ARTICLE 8. COMMON AREAS

8.1          MAINTENANCE.

Landlord agrees to maintain, as part of Common Area Costs, the Common Areas including the roof in good condition; provided, however, that the manner in which the Common Areas shall be maintained shall be solely determined by Landlord. If any owner or tenant of any portion of the Shopping Center maintains Common Areas located upon its parcel or premises (Landlord shall have the right, in its sole discretion, to allow any purchaser or tenant to so maintain Common Areas located upon its parcel or premises and to be excluded from participation in the payment of Common Area Costs), Landlord shall not have any responsibility for the maintenance of that portion of the Common Areas and Tenant shall have no claims against Landlord arising out of any failure of such owner or tenant to so maintain its portion of the Common Areas.

8.2          COMMON AREAS DEFINED.

“Common Areas” means all areas, facilities, and improvements provided in the Shopping Center for the convenience and use of patrons of the Shopping Center, and shall include, but not be limited to, all areas, all parking areas and facilities, sidewalks, stairways, service corridors, truckways, ramps, loading docks, delivery areas, landscaped areas, access and interior roads, lighting facilities and similar areas and facilities situated within the Shopping Center which are not reserved for the exclusive use of any Shopping Center occupants.

8.3          LANDLORD’S CONTROL.

Landlord shall at all times have the sole and exclusive control, management and direction of the Common Areas and the right to make reasonable changes to the Common Areas, and may at any time exclude and restrain any person from use or occupancy thereof. The rights of Tenant in and to the Common Areas are subject to the rights of others to use the same in common with Tenant. Landlord may at any time and from time to time close all or any portion of the Common Areas to make repairs, improvements, alterations or changes and, to the extent necessary in the opinion of Landlord, to prevent a dedication thereof or the accrual of any rights to any person or to the public therein.

8.4          EMPLOYEE PARKING.

Landlord may from time to time designate a particular parking area or areas to be used by its tenants and their employees. If Tenant or any of its employees fail to park their vehicle in any such designated parking areas, Landlord, in its sole discretion, may give Tenant notice of such violation and, if the violation is not corrected within two (2) days after said notice is given, Tenant shall pay to Landlord an amount equal to Ten Dollars ($10.00) per day for each violating vehicle calculated from and including the day on which notice was given, to and including the day when all violations by Tenant and its employees cease. In no event, however, shall Landlord be required to enforce any parking obligation stated herein.

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8.5          COMMON AREA COSTS.

“Common Area Costs” means all costs incurred in a manner deemed by Landlord to be reasonable and appropriate and for the best interests of the Shopping Center in connection with the management, operation, maintenance, replacement and repair of the Common Areas, including but not limited to security, landscaping, utilities, painting, striping, lighting, management fee of four percent (4%) of gross revenues and pest control among other items.

8.6          TENANT’S PROPORTIONATE SHARE OF COMMON AREA COSTS, TAXES AND INSURANCE.

Tenant agrees to pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of Common Area Costs, Taxes and Insurance (as hereinafter defined) in the following manner:

(a)           Tenant shall pay Landlord on the Commencement Date and on the first day of each calendar month of the Term thereafter an amount estimated by Landlord to be Tenant’s monthly Proportionate Share of the Common Area Costs, Taxes and Insurance. Landlord may adjust said amount at the end of any calendar month on the basis of Landlord’s experience and reasonably anticipated costs.

(b)           Within ninety (90) days following the end of each calendar year, or as soon as reasonably possible thereafter, Landlord shall endeavor to furnish Tenant a statement covering such year just ended, showing the Common Area Costs, Taxes and Insurance and the amount of Tenant’s Proportionate Share of such costs for such year and the payments made by Tenant with respect to such year. If Tenant’s Proportionate Share of such costs is less than Tenant’s payments so made, Tenant shall be entitled to a credit of the difference or, if such share is greater than Tenant’s said payments, Tenant shall pay Landlord the difference within thirty (30) days after receipt of such statement.

(c)           Any failure or delay by Landlord in delivering any estimated or final statement pursuant to this Section 8.6 shall not constitute a waiver of Landlord’s right to receive Tenant’s payment of Tenant’s Proportionate Share of Common Area Costs, Taxes and Insurance.

ARTICLE 9. HAZARDOUS SUBSTANCES

9.1          RESTRICTION ON USE.

Tenant shall not use or permit the use of the Premises for the generation, storage, treatment, use, transportation, handling or disposal of any chemical, material or substance which is regulated as toxic or hazardous or exposure to which is prohibited, limited or regulated by any governmental authority, or which, even if not so regulated, may or could pose a hazard to the Premises, Shopping Center or property adjacent thereto or to the health or safety of persons on the Premises or other tenants or occupants of the Shopping Center or property adjacent thereto, and no such chemical, material or substance shall be brought onto the Premises without the Landlord’s express written approval. Tenant agrees that it will at all times observe and abide by all laws and regulations relating to the handling of such materials and will promptly notify Landlord of (a) the receipt of any warning notice, notice of violation, or complaint received from any governmental agency or third party relating to environmental compliance, and (b) any release of hazardous materials on the Premises and/or Shopping Center. In addition, Tenant shall immediately notify Landlord concerning any water intrusion or leakage in the Premises. Tenant shall provide Landlord with immediate access to the Premises in order to assess the damage. Repairs to the Premises shall be made by the party responsible. Should Tenant be responsible for the repairs and fail to correct immediately, Landlord shall make the repairs at Tenant’s expense. Tenant shall, in accordance with applicable laws, carry out, at its sole cost and expense, any remediation required as a result of the release of any hazardous substance by Tenant or by Tenant’s agents, employees, contractors or invitees, from the Premises and/or Shopping Center. Notwithstanding the foregoing, Tenant shall have the right to bring on to the Premises reasonable amounts of cleaning materials and the like necessary for the operation of Tenant’s business, but Tenant’s liability with respect to such materials shall be as set forth in this Article. The term “Hazardous Material” includes, without limitation (i) those substances included within the definitions of “hazardous substances”, “hazardous materials”, “toxic substances” or “solid waste” under all present and future federal, state and local laws (whether under common law, statute, rule, regulation or otherwise) relating to the protection of human health or the environment, including, without limitation, California Senate Bill 245 (Statutes of 1987, chapter 1302), the Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly known as Proposition 65) and the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801. et seq., all as heretofore and hereafter amended, or in any regulations promulgated pursuant to said laws; (ii) those substances defined as “Hazardous Wastes” in Section 25117 of the California Health & Safety Code or as “Hazardous Substances” in Section 25316 of the California Health & Safety Code, or in any regulations promulgated pursuant to said laws; (iii) such other substances, materials and wastes which are or become regulated under applicable local, state or federal law or by the United States government or which are or become classified as hazardous or toxic under federal, state or local laws or regulations, including, without limitation, California Health & Safety Code, Division 20, and Title 26 of the California Code of Regulations; and (iv) any material, waste or substance which contains petroleum, asbestos or polychlorinated bipheyls, designated as a “hazardous substances” pursuant to Section 311 of the Clean Water Act of 1977, 33 U.S.C. Sections 1251, et seq. (33 U.S.C.§1321) or listed pursuant to Section 307 of the Clean Water Act of 1977 (U.S.C.§1317) or contains any flammable, explosive or radioactive material.

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9.2          INDEMNIFICATION.

To the fullest extent permitted by law, Tenant agrees to promptly indemnify, protect, defend and hold harmless Landlord and Landlord’s partners, officers, directors, employees, agents, successors and assigns (collectively, “Landlord Parties”) from and against any and all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including, without limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees and court costs) which arise or result from any environmental contamination on, in, under or about the Premises, Landlord’s Building or any other portion of the Shopping Center and which are caused or permitted by Tenant or any of Tenant’s agents, employees, subtenants, assignees, licensees, contractors or invitees (collectively, “Tenant Parties”).

9.3          SURVIVAL.

The provisions of this Article shall survive the termination of this Lease.

ARTICLE 10. ALTERATIONS TO PREMISES

10.1        ALTERATIONS; DAMAGES.

Tenant shall make no structural alterations, additions or changes in or to the Premises without Landlord’s prior written consent. In no event shall Tenant make or cause to be made any penetration through any roof, floor or exterior or corridor wall without the prior written consent of Landlord. Tenant shall be responsible for any and all damages resulting from any alteration, addition or change Tenant makes, whether or not Landlord’s consent therefor was obtained. Any and all alterations, additions and changes made to the Premises which are consented to by Landlord shall be made under the supervision of a licensed architect or licensed structural engineer and in accordance with plans and specifications approved in writing by the Landlord before the commencement of the work and all necessary governmental approvals and permits, which approvals and permits Tenant shall obtain at its sole expense. All contractors and subcontractors utilized by Tenant shall be subject to Landlord’s prior written approval. Prior to proceeding with any alteration, Tenant shall provide Landlord with at least fifteen (15) days prior written notice. In the event that Tenant makes any alterations, Tenant agrees to carry “Builder’s All Risk” insurance in a customary and reasonable amount approved by Landlord covering the construction of such alterations. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such alterations and naming Landlord as a co-obligee. Upon completion of any alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Shopping Center is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Shopping Center management office a reproducible copy of the “as built” drawings of the alterations. All work with respect to any alterations, additions and changes must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of the work. Subject to the terms hereof, any work done by Tenant without Landlord’s consent shall be returned to its original condition at Tenant’s expense upon request by Landlord. Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord’s engineers and other consultants for review of all plans, specifications and working drawings for Tenant’s alterations, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) twenty (20) business days after completion of any alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel, and such amount shall not exceed Two Thousand Five Hundred Dollars ($2,500,00).

10.2        COMPLIANCE WITH LAWS.

Any permitted changes, alterations and additions made by Tenant shall be performed strictly in accordance with applicable laws, rules, regulations and building codes relating thereto including, without limitation, the provisions of Title III of the Americans with Disabilities Act of 1990. Tenant shall have the work performed (i) in such a manner so as not to obstruct the access to the Premises or to the premises of any other tenant or obstruct the Common Areas, (ii) so as not to interfere with the occupancy of any other tenant of the Shopping Center, and (iii) at such times, in such manner and subject to such rules and regulations as Landlord may from time to time reasonably designate. Throughout the performance of Tenant’s alterations, Tenant shall obtain, or cause its contractors to obtain, workers compensation insurance and commercial general liability insurance in form and substance satisfactory to Landlord and naming Landlord an additional insured thereunder.

10.3        INSURANCE AND RECONSTRUCTION.

In the event Tenant shall make any alterations, additions or changes to the Premises, none of such alterations, additions or changes need be insured by Landlord under such insurance as Landlord may carry upon the Landlord’s Building, nor shall Landlord be required under any provisions of this Lease to reconstruct or reinstall any such alterations, additions or changes in the event of casualty loss, it being understood and agreed that all such alterations, additions or changes shall be insured by Tenant pursuant to Article 11 and reconstructed by Tenant (at Tenant’s sole expense) in the event of a casualty loss pursuant to Article 12.

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ARTICLE 11. LIABILITY, INDEMNITY AND INSURANCE

11.1        LANDLORD’S LIABILITY.

Landlord shall not be liable for any damage or liability of any kind or for any injury to or death of any persons or damage to any property on or about the Premises from any cause whatsoever, except to the extent any such matter is not covered by insurance required to be maintained by Tenant under this Lease and is attributable to Landlord’s gross negligence or willful misconduct.

11.2        INDEMNIFICATION BY TENANT.

Tenant hereby agrees to indemnify and save Landlord harmless from all claims, actions, judgments, suits, losses, fines, penalties, demands, costs and expenses and liability whatsoever, including reasonable attorneys’ fees, expert fees and court costs (“Indemnified Claims”) on account of (i) any damage or liability occasioned in whole or in part by any use or occupancy of the Premises or by any act or omission of Tenant or the Tenant Parties, (ii) the use of the Premises and Common Areas and conduct of Tenant’s business by Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Premises, Landlord’s Building or elsewhere on the Shopping Center; and/or (iii) any default by Tenant of any obligations on Tenant’s part to be performed under the terms of this Lease. In case any action or proceeding is brought against Landlord or any Landlord Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel approved in writing by Landlord, which approval shall not be unreasonably withheld. Tenant shall not be liable for damage or injury occasioned by the gross negligence or willful acts of Landlord or its agents, contractors, servants or employees unless such damage or injury arises from perils against which Tenant is required by this Lease to insure and then only to the extent of such insurance. Tenant’s indemnification obligation under this Section 11.2 shall survive the expiration or earlier termination of this Lease. Tenant’s covenants, agreements and indemnification in Sections 11.1, 11.2 and 11.7, are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease.

11.3        INSURED’S WAIVER.

In the event of loss or damage to the property of Landlord or Tenant, each party will look first to its own insurance before making any claim against the other. To the extent possible, each party shall obtain, for all policies of insurance required by this Lease, provisions permitting waiver of subrogation against the other party, and each party, for itself and its insurers, hereby waives the right to make any claim against the other (or its agents, employees or insurers) for loss or damage covered by the insurance requirements of this Lease.

11.4        TENANT’S INSURANCE.

(a)           Tenant agrees that, from and after the date of delivery of the Premises to Tenant, Tenant will carry at its sole cost and expense the following types of insurance, in the amounts specified and in the form hereinafter provided for:

1.             Public Liability and Property Damage Insurance covering the Premises and Tenant’s use thereof against claims for personal injury or death and property damage occurring upon, in or about the Premises, such insurance to afford protection to the limit of not less than $1,000,000.00 in respect of injury or death of any number of persons arising out of any one occurrence and such insurance against property damage to afford protection to the limit of not less than $500,000.00 in respect to any instance of property damage. The insurance coverage required under this Section 11.4(a)1 shall, in addition, extend to any liability of Tenant arising out of the indemnities provided for in Section 11.2; and

2.             Tenant Improvements and Property Insurance covering all of the items included in Tenant’s Work, Tenant’s leasehold improvements including those constructed as part of Tenant’s Work and Landlord’s Work (if any), heating, ventilating and air conditioning equipment, trade fixtures, signage and personal property from time to time in, on or upon the Premises and, to the extent not covered by Landlord’s similar insurance, alterations, additions or changes made by Tenant pursuant to Article 10, in an amount not less than their full replacement cost, providing protection against perils included within standard forms of all risk coverage insurance policy, together with such other coverage the Landlord deems appropriate (i.e. flood and/or earthquake). Any policy proceeds from such insurance shall be held in trust by Tenant for the repair, reconstruction, restoration or replacement of the property damaged or destroyed, unless this Lease shall cease and terminate under the provisions of Article 12.

(b)           All policies of insurance provided for in Section 11.4(a) shall be issued in form acceptable to Landlord by sound and reputable insurance companies with general policyholder’s rating of not less than A and a financial rating of Class VI as rated in the most currently available “Best’s Insurance Reports” and qualified to do business in the state in which the Premises is located. Each such policy shall be issued in the names of Landlord and Tenant and any other parties in interest from time to time designated in writing by notice by Landlord to Tenant. Said policies shall be for the mutual and joint benefit and protection of Landlord and Tenant and executed copies of each such policy of insurance or a certificate thereof shall be delivered to Landlord upon delivery of possession of the Premises to Tenant and thereafter within thirty (30) days prior to the expiration of each such policy. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent. All such policies of insurance shall contain a provision that the company writing said policy will give Landlord at least thirty (30) days’ notice in writing in advance of any cancellation, or lapse, or the effective date of any reduction in the amounts, or insurance. All such public liability, property damage and other casualty policies shall be written as primary policies which do not

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contribute to any policies which may be carried by Landlord. All such public liability and property damage policies shall contain a provision that Landlord, although named as an insured, shall nevertheless be entitled to recover under said policies for any loss occasioned to it, its servants, agents and employees by reason of the negligence of Tenant. Any insurance provided for in Section 11.4(a) may be effected by a policy of blanket insurance, covering additional items or locations or insureds; provided, however, that (i) Landlord shall be named as an additional insured thereunder as its interest may appear; (ii) the coverage afforded Landlord will not be reduced or diminished by reason of the use of such blanket policy of insurance; (iii) any such policy or policies (except any covering the risks referred to in Section 11.4(a)(1) shall specify therein (or Tenant shall furnish Landlord with a written statement from the insurers under such policy specifying) the amount of the total insurance allocated to the “Tenant Improvements and Property” more specifically detailed in Section 11.4(a)(2); and (iv) the requirements set forth herein are otherwise satisfied. Tenant agrees to permit Landlord at all reasonable times to inspect the policies of insurance of Tenant covering risks upon the Premises for which policies or copies thereof are not delivered to Landlord.

11.5LANDLORD’S INSURANCE.

(a)Landlord shall, as part of the Common Area Costs, at all times during the Term maintain in effect a policy or policies of insurance covering the Landlord’s Building and the Common Areas (excluding Tenant improvements and property required to be insured by Tenant pursuant to Section 11.4(a)) in an amount not less than the full replacement cost (exclusive of the cost of excavations, foundations and footings), providing protection against perils included within standard forms of fire and extended coverage insurance policies, together with insurance against sprinkler damage, vandalism, and malicious mischief, and such other risks as Landlord may from time to time determine and with any such deductibles as Landlord may from time to time determine and public liability insurance in such amounts as Landlord deems to be reasonable. Any insurance provided for in Sections 11.5(a) or (b) may be effected by a policy or policies of blanket insurance, covering additional items or locations or insureds, provided that the requirements of Section 11.5(a) are otherwise satisfied. In addition, at Landlord’s option, Landlord may elect to self-insure all or any part of such required insurance coverage. Landlord may, but shall not be obligated to, carry any other form or forms of insurance as Landlord or the mortgagees or ground lessors of Landlord may reasonably determine is advisable. All insurance required hereunder may be referred to as “Insurance”.

(b)Landlord may carry rent insurance with respect to the Premises in an aggregate amount equal to eighteen (18) or more times the sum of (i) the monthly requirement of Minimum Annual Rent, plus (ii) the sum of the amounts estimated by Landlord to be payable by Tenant for Additional Rent and Percentage Rent for the month immediately prior to the month in which the policy is purchased or renewed.

(c)Tenant agrees to pay Tenant’s Proportionate Share of premiums for the Insurance provided pursuant to Section 8.6 of this Lease. Tenant shall have no rights in any Insurance maintained by Landlord nor shall Tenant be entitled to be a named insured thereunder.

11.6COMPLIANCE WITH INSURANCE AND GOVERNMENTAL REQUIREMENTS.

Tenant agrees at its sole cost and expense, to comply with all reasonable recommendations and requirements with respect to the Premises, or its use or occupancy, of the insurance underwriters and any similar public or private body, and any governmental authority having jurisdiction over insurance rates with respect to the use or occupancy of the Shopping Center. Tenant shall not do or suffer to be done anything upon or in the Premises which will contravene Landlord’s policies of insurance or cause an increase in Landlord’s insurance rates.

11.7LIMIT OF LANDLORD’S RESPONSIBILITY.

Except to the extent such matter is not covered by the insurance required to be maintained by Tenant under this Lease and is attributable to the gross negligence or willful misconduct of Landlord, Landlord shall not, without limiting the generality of Section 11.1 hereof, be responsible or liable to Tenant or the Tenant Parties for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying space in any other part of the Shopping Center, or for any loss or damage resulting to the Tenant or its property from bursting, stoppage or leaking of water, gas, sewer or steam pipes or for any damage caused by water leakage from any part of the Premises or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other places or by dampness or by any other cause of whatsoever nature, or loss of property within the Premises from any cause whatsoever or any damage caused by other tenants or persons in the Premises, occupants of adjacent property of the Shopping Center, or the public, or caused by construction of any private, public or quasi-public work.

ARTICLE 12. DESTRUCTION

12.1DESTRUCTION.

Subject to the provisions of 12.2, 12.3 and 12.4 below, if the Premises shall be damaged or destroyed by any casualty, Landlord shall promptly restore same to their condition immediately prior to the occurrence of the damage to the extent of insurance proceeds received, and the Minimum Rent and other charges shall be abated proportionately as to that part of the Premises rendered untenantable.

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12.2LANDLORD’S ELECTION.

If the Premises (i) are rendered wholly untenantable; (ii) are substantially damaged (i.e., the cost to repair or replace exceeds 50% of their value) as a result of a risk which is not covered by Landlord’s insurance; (iii) are substantially damaged during the last year of the term or of any renewal term hereof, regardless of insurance coverage; (iv) or the building of which they are a part (whether the Premises are damaged or not), or all of the buildings which then comprise the Shopping Center, are damaged to the extent of fifty percent (50%) or more of the value thereof, so that the Shopping Center cannot in the reasonable judgment of Landlord be operated as an integral unit; or (v) are damaged and the holder of any mortgage, deed of trust or other lien requires the use of all or any part of Landlord’s insurance proceeds in satisfaction of all or a part of this indebtedness secured by any such mortgage, deed of trust or other lien, then or in any of such events, Landlord may either elect to repair the damage to the extent of insurance proceeds received or may cancel this Lease by notice of cancellation within ninety (90) days after such event (whereupon this Lease shall expire and Tenant shall vacate and surrender the Premises to Landlord). Tenant’s liability for rent, subject to the provisions regarding abatement of minimum rent contained above, shall continue until the date of termination of this Lease.

12.3TENANT’S RIGHT TO TERMINATE.

This Lease sets forth the terms and conditions upon which this Lease may be terminated in the event of any damage or destruction. Accordingly, Tenant hereby waives any right to terminate the Lease by reason of damage or casualty loss, including without limitation the provision of California Civil Code Section 1932(2) and 1933(4) and any present or future laws or case decisions to the same effect unless otherwise provided in this Section. If Landlord fails to commence the restoration within two hundred ninety (290) days after the casualty and such delay is not caused by Tenant (or any Tenant Parties) or any events described in Section 25.6, Tenant shall have the right to terminate this Lease by notice to Landlord given prior to Landlord’s commencement of construction. In addition, Tenant shall have the right to terminate this Lease by giving written notice to Landlord of exercise thereof within one hundred twenty (120) days after the date Landlord’s Building is damaged or destroyed if:

(a)no part of the Premises remains tenantable after damage or destruction thereof from any cause; or,

(b)the damage or destruction of the Landlord’s Building occurs within the last twelve (12) months of the Term.

12.4REPAIR. ETC.

In the event Landlord elects to repair the damage, any abatement of rent shall end the earlier of (i) sixty (60) days after notice by Landlord to Tenant that the Premises have been repaired or (ii) the date Tenant reopens the damaged Premises for business. Unless this Lease is terminated by Landlord, Tenant shall refixture the Premises in a manner and to a condition equal to that existing prior to its destruction or casualty, and the proceeds of all insurance carried by Tenant on its property and improvements shall be held in trust by Tenant for the purpose of said repair and replacement.

ARTICLE 13. MAINTENANCE OF PREMISES

13.1LANDLORD’S DUTY TO MAINTAIN.

Landlord will, as part of the Common Area Costs, keep the exterior walls, structural columns and structural floor or floors (excluding outer floor and floor coverings, walls installed at the request of Tenant, doors, windows and glass) in good repair. Notwithstanding the foregoing provisions of this Section, Landlord shall not in any way be liable to Tenant on account of its failure to make repairs unless Tenant shall have given Landlord written notice of the necessity for such repairs and has afforded Landlord a reasonable opportunity to effect the same after such notice and provided that any damage arising therefrom shall not have been caused by the negligence or willful act or omission of Tenant or Tenant Parties (in which event Tenant shall be responsible therefor) or have been caused to any of the items Tenant is required to insure pursuant to Article 11. Without limiting the foregoing, Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect (including the provisions of California Civil Code Section 1942 and any successor sections or statutes of similar nature).

13.2TENANT’S DUTY TO MAINTAIN.

Tenant will, at its own cost and expense, maintain the Premises (except that part Landlord has agreed to maintain) in good and tenantable condition, and make all repairs to the Premises and every part thereof as needed. Tenant’s obligations under this Section shall include, but not be limited to, modifying, repairing, replacing and maintaining items as are required by any governmental agency having jurisdiction thereof (whether the same is ordinary or extraordinary, foreseen or unforeseen), interior walls and glass, and the interior portions of exterior walls, ceilings, utility meters, pipes and conduits within the Premises, and all utility meters, and all pipes and conduits outside the Premises between the Premises and the service meter, all fixtures, HVAC equipment (whether such HVAC equipment is located inside or outside the Premises) in compliance with all Laws including environmental, sprinkler equipment and other equipment within the Premises, the store fronts and all exterior glass, all of Tenant’s signs, locks and closing devices, and all window sashes, casement or frames, doors and door frames; provided that Tenant shall make no adjustment, alteration or repair of any part of any sprinkler or sprinkler alarm system in or serving the Premises without Landlord’s prior approval. Tenant shall contract with a service company approved by Landlord for the preventive maintenance of the HVAC and a copy of the service

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contract (which contract shall be subject to Landlord’s approval) shall be furnished by Tenant to Landlord within ten (10) days after Tenant’s opening for business, and a copy of any subsequent contract shall be furnished by Tenant to Landlord within ten (10) days after the same becomes effective. Such service contract must provide for at least four (4) visits, inspections and services each year and the regular changing of filters. All broken glass, both exterior and interior, shall be promptly replaced by Tenant with glass of the same kind, size and quality. Tenant shall permit no waste, damage or injury to the Premises and Tenant shall initiate and carry out a program of regular maintenance and repair of the Premises, including the painting or refinishing of all areas of the interior and the store front, so as to impede, to the extent possible, deterioration by ordinary wear and tear and to keep the same in attractive condition. Tenant will not overload the electrical wiring serving the Premises and will install, at its expense, with Landlord’s written approval, any additional electrical wiring required in connection with Tenant’s apparatus. Landlord shall be under no obligation to make any repairs, replacements, reconstruction, alterations, or improvements to or upon the Premises or the mechanical equipment exclusively serving the Premises except as expressly provided for herein.

13.3LANDLORD’S RIGHT OF ENTRY AND USE.

Upon at least twenty-four (24) hours prior verbal or written notice to Tenant (except in an emergency in which event no notice shall be required), Landlord and/or its agents, representatives, and contractors shall have the right to enter into or upon any part of the Premises at any reasonable time (except in an emergency in which event entry may be at any time) to inspect the condition, occupancy or use thereof and to maintain, make repairs and/or perform other work or improvements to the Premises and/or the Shopping Center or any part or component thereof including without limitation any spaces adjacent to or adjoining the Premises. Upon at least twenty-four (24) hours prior verbal or written notice to Tenant, Landlord and Landlord’s representatives may enter the Premises during business hours for the purpose of showing the Premises to purchasers, mortgagees or insurers of all or a portion of the Shopping Center or, during the last year of the Term of this Lease, to prospective tenants of the Premises. During the last year of the Term of this Lease, Landlord may erect a suitable sign on the Premises stating the Premises are available to let. Landlord has the right to lock any tenant space that has begun construction without Landlord’s authority or approval.

13.4CONFLICTS.

If there is a conflict between the provisions of this Article 13 and Article 12, the provisions of Article 12 shall govern.

ARTICLE 14. UTILITIES AND GARBAGE DISPOSAL

14.1GAS, GARBAGE DISPOSAL, WATER, SANITARY SEWER, TELEPHONE AND ELECTRIC SERVICE.

In addition to Tenant’s obligations under Section 2.5 of this Lease, Tenant shall pay for all utilities and sanitary services used within the Premises and make such deposits or pay such permits required by the utility or sanitary service company providing the same, including but not limited to: application and installation of temporary and permanent meters for the Premises. Landlord shall not be liable for any interruption or failure whatsoever in utility services, nor shall any such failure or interruption constitute an actual or constructive eviction of Tenant from the Premises or result in or give rise to any abatement in any Rent reserved hereunder. Upon written request from Landlord, Tenant will, at Tenant’s expense, contract with the service company designated by Landlord for the disposal of all trash and garbage from the Premises. Tenant will furnish to Landlord a copy of such contract prior to opening for business, and a copy of each renewal of such contract shall be furnished to Landlord at least seven (7) days prior to the expiration of the existing contract. Landlord shall have the right to designate vendors to provide utility services and garbage collection services to the Premises, provided that the cost of such service is generally competitive in the vicinity of the Shopping Center. Subject to the preceding sentence, if Landlord now or in the future has a master contract for waste removal and garbage collection services, then at Landlord’s election: (i) Tenant shall be billed directly by the service provider, and (ii) Tenant shall pay all charges attributable to the Premises pursuant to such contract directly to the service provider. Should Landlord provide utilities to the Shopping Center, Tenant shall pay its proportionate share for the use of the utilities in the manner described in Section 8.6 hereof.

ARTICLE 15. LIENS

15.1NO LIENS PERMITTED; DISCHARGE.

Landlord’s property shall not be subject to liens for work done or materials used on the Premises made at the request of, or on order of or to discharge an obligation of, Tenant. This paragraph shall be construed so as to prohibit, in accordance with the provisions of State law, the interest of Landlord in the Premises or any part thereof from being subject to any lien for any improvements made by Tenant or any third party on Tenant’s behalf (except Landlord) to the Premises. If any lien or notice of lien on account of an alleged debt of Tenant or any notice of lien by a party engaged by Tenant or Tenant’s contractor or materialmen to work on the Premises shall be filed against the Shopping Center or any part thereof, Tenant, within ten (10) forty-five (45) days after notice of the filing thereof, will cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such lien or notice of lien to be discharged and released of record within the period aforesaid, then, in addition to any other right or remedy, Landlord may discharge the same either by paying the amounts claimed to be due or by procuring the discharge of such lien by deposit or by bonding procedures. Any amount so paid by Landlord and all costs and expenses, including attorneys’ fees and court costs, incurred by Landlord in connection therewith, and including interest at the Default

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Rate, shall constitute Additional Rent and shall be paid by Tenant to Landlord on demand, or be deducted from Tenant Allowance or Construction Allowance monies owed to Tenant by Landlord, if any.

ARTICLE 16. SIGNAGE

Tenant shall at its own expense erect a sign on the exterior sign band of the Premises, which sign shall: (i) conform to the general material, size and appearance of other tenants’ signs at the Shopping Center, (ii) be in strict conformity with any guidelines or sign criteria adopted by Landlord with respect to the Shopping Center, including, without limitation, the sign criteria set forth in Exhibit “C-1” attached hereto and made a part hereof, (iii) be in accordance with all applicable laws, (iv) be installed by a contractor or other party which meets with Landlord’s prior approval, and (v) be otherwise subject to Landlord’s prior written approval. Landlord will not be liable to Tenant or any Tenant’s contractor or city requirements pertaining to signage. If at any time during the Term, Landlord determines to replace the sign above the exterior of the Premises in connection with a general renovation of the Shopping Center or otherwise, then Tenant shall pay (or reimburse to Landlord, as the case may be) the cost of replacing such sign.

Landlord has constructed or will construct a pylon sign or signs at the Shopping Center (hereinafter each of said pylon signs is individually referred to as the “Pylon” and collectively referred to as “The Pylons”). Tenant desires to place a sign (“Tenant’s Sign”) on both sides of the Pylon or each of the Pylons and participate in the pylon sign program at the Shopping Center pursuant to the following terms:

1.Tenant shall contract with Tenant’s sign company for the design, in accordance with the sign criteria set forth in Exhibit “C-1” attached hereto and made a part hereof, and installation of Tenant’s Sign to be installed on the Pylons either: (a) in the location shown on Exhibit “G-1” attached hereto and made a part hereof, or (b) in a location to be designated by Landlord. Prior to the manufacture and installation of Tenant’s Sign, shop drawings prepared at Tenant’s expense shall be delivered to Landlord for Landlord’s prior written approval. All design, installation, relocation and/or removal costs of Tenant’s sign shall be borne solely by Tenant.

2.Tenant’s participation in the Pylon program shall commence on the Commencement Date and shall continue for the term of the Lease, including any extensions, renewals or options thereof, unless terminated by Landlord as set forth below.

3.Tenant shall pay Landlord, as a monthly Pylon sign fee for each Pylon, a sum of Fifty Dollars and No Cents ($50.00) due and payable on the first day of each month, which amount shall be subject to annual increases set by Landlord in its sole discretion and subject to applicable State sales tax (if any). Said amount shall also be and become Additional Rent.

4.Tenant shall indemnify and hold Landlord harmless from and against any and all claims and demands whether for injuries to persons or loss of life, or damage to property, occurring in connection with Tenant’s Sign.

5.Landlord hereby reserves the right to remove and/or relocate the Pylons, Tenant’s Sign or any other individual panelsat any time.

ARTICLE 17. ASSIGNMENT AND SUBLETTING

17.1RESTRICTIONS ON ASSIGNMENT.

Tenant will not assign this Lease in whole or in part, nor sublet all or any part of the Premises or enter into any license or concession agreements (collectively or individually, a “Transfer”), without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold. In no event may Tenant encumber or hypothecate this Lease. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against Transfers shall be construed to include a prohibition against any assignment or subletting by operation of law. Any attempted transfer, assignment, subletting, license or concession agreement, or hypothecation shall be void and confer no rights upon any third person and shall be a violation of this Section. Any transfer of this Lease from Tenant by merger, consolidation, liquidation or otherwise by operation of law, including, but not limited to, an assignment for the benefit of creditors, shall be included in the term “assignment” for the purposes of this Lease and shall be a violation of this Section. If this Lease is transferred by Tenant, or if the Premises or any part thereof are transferred or occupied by any person or entity other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such Transfer, occupancy or collection shall be deemed a waiver on the part of Landlord, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained unless expressly made in writing by Landlord. Irrespective of any Transfer, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. Without limiting Landlord’s right to withhold its consent on any reasonable grounds, it is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, in Landlord’s opinion, (i) the quality of the merchandising operation of the proposed assignee or subtenant is not equal to that of the Tenant, (ii) such assignee or subtenant may adversely affect (A) the business of the other tenants, (B) the tenant mix in the Shopping Center, or (C) Landlord’s ability to obtain percentage rent, (iii) the net worth and financial capabilities of such assignee or subtenant is less than that of Tenant and any of Tenant’s Guarantor(s) (if any) at the date hereof or at the time of the Transfer,

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whichever is greater, or (iv) the proposed Transfer involves a change of use of the Premises from that specified herein or would otherwise breach any covenant of Landlord respecting radius, location, use or exclusivity in any other lease in the Shopping Center or any Shopping Center agreements. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 17.1, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease. Within thirty (30) days of Landlord’s receipt of any Transfer Notice and any additional information requested by Landlord concerning the proposed Transferee’s financial responsibility, Landlord will notify Tenant of its election to do one of the following: (i) consent to the proposed Transfer subject to such reasonable conditions as Landlord may impose in providing such consent; (ii) refuse such consent, which refusal shall be on reasonable grounds; or (iii) terminate this Lease as to all or such portion of the Premises which is proposed to be sublet or assigned and recapture all or such portion of the Premises for reletting by Landlord. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work as a merger but shall, at the option of Landlord, either terminate all or any existing subleases or subtenancies or operate as an assignment to Landlord of such subleases or subtenancies. Notwithstanding the foregoing, Landlord’s consent will not be deemed unreasonably withheld should Tenant request an assignment of this Lease within the first eighteen (18) months of the initial lease term. Notwithstanding anything to the contrary contained in this Section and provided the use does not change. Tenant is not in default hereunder and Landlord receives prior written notice. Tenant may assign this Lease or sublease all or part of the Premises without Landlord’s consent to (i) any corporation or partnership that controls, is controlled by, is under common control with, or is an affiliate or subsidiary of Tenant: or (ii) any corporation resulting from the merger or consolidation with Tenant or to any entity that acquires all of Tenant’s assets and continues to conduct the business of Tenant at the Premises. Any assignee or sublessee shall expressly assume the obligations of Tenant hereunder. Notwithstanding the foregoing, except as expressly agreed to by Landlord, no such assignment or subletting shall release Tenant from its responsibility for the obligations of Tenant under this Lease.

17.2CHANGE OF OWNERSHIP.

If Tenant or any Guarantor is a corporation, unincorporated association or partnership, a transfer, assignment or hypothecation of any stock or interest in such corporation, limited liability company, association or partnership by any stockholder or partner so as to result in a change in the control thereof by the person, persons or entities owning a majority interest therein as of the date of this Lease, shall be deemed to be an assignment of this Lease. This provision shall not be applicable to Tenant or to any Guarantor if it is a corporation whose voting stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in any recognized over-the-counter market.

17.3REQUIREMENT FOR ASSIGNMENT

In the event that Tenant proposes any transfer of this Lease or transfer of leasehold interest, Tenant shall notify Landlord in writing by certified mail, return receipt requested, at least sixty (60) days before the date on which the transfer is to be effective, and, included with such notice, furnish Landlord with: (i) the name of the entity receiving such transfer (the “Transferee”); (ii) a detailed description of the business of the Transferee; (iii) audited financial statements of the Transferee; (iv) all written agreements governing the transfer; (v) if the Transferee is an individual, a true and correct copy of the Transferee’s driver’s license; and (vi) any information reasonably requested by Landlord with respect to the transfer or the Transferee; and (vii) a fee of twenty-five hundred dollars ($2,500.00) to compensate Landlord for legal fees, costs of administration, and other expenses to be incurred in connection with the review and processing of such documentation (whether or not such transfer is consummated). Landlord shall respond to Tenant’s request for approval or disapproval of the transfer within thirty (30) days after Landlord receives the request and documents and information required above. No transfer will release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Consent by Landlord to one transfer will not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor.

17.4CONSIDERATION PAID BY SUBLESSEE OR ASSIGNEE:

In the event that Landlord consents to a sublease and the rental due and payable by the sublessee (or a combination of the rent payable under such sublease plus any bonus or other consideration therefore or incident thereto) exceeds the Rent payable under this Lease, or if with respect to an assignment, permitted license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee or other transferee exceeds the Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlordseventy-five percent (75%) fifty percent (50%) of all such excess rental and other excess consideration after deducting any brokerage commission, tenant improvement allowances and free rent, and other sub-leasing costs incurred by Tenant within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee as the case may be. Finally, in the event of any assignment or subletting, it is understood and agreed that all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord (to be applied as a credit and offset to Tenant’s Rent obligations). If Tenant sells the business being operated at the Premises (either directly or indirectly, including, without limitation by way of selling, assigning and/or transferring control of Tenant), to an entity or person not controlled by or under common

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control with Tenant, then Tenant shall pay to Landlord, at the time of the closing of such sale, an amount equal to twenty percent (20%) of the gross sales price.

ARTICLE 18. DEFAULTS BY TENANT

18.1EVENTS OF DEFAULT.

This Lease is made upon the condition that Tenant shall punctually and faithfully perform all of the covenants, conditions and agreements by it to be performed. The following shall each be deemed to be an event of default (each of which is sometimes referred to as an “Event of Default” in this Lease):

(a)any part of the Rent required to be paid by Tenant under this Lease shall at any time be unpaid for five (5) days after written notice that any such Rent is due; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under Section 1161 et seq. of the California Code of Civil Procedure.

(b)Tenant fails in the observance or performance of any of its other covenants, agreements or conditions provided for in this Lease, and said failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant (unless such failure cannot reasonably be cured within ten (10) days and Tenant shall have commenced to cure said failure within said ten (10) days and continues diligently to pursue the curing of the same, which cure shall occur no later than sixty (60) days from the date of such notice from Landlord); provided, however, that Landlord shall be obligated to provide Tenant such written notice of default or failure only a maximum of two (2) times during any calendar year, and in the event of two (2) such defaults by Tenant during any calendar year, the next default shall be an automatic default hereunder without any further obligation on the part of Landlord to provide notice thereof; provided further, that any such notice shall be in lieu of, and not in addition to, any notice required under Section 1161 et seq. of the California Code of Civil Procedure.

(c)Tenant fails, after the date on which it is required by this Lease to open the Premises for business with the public, to be open for business as required by this Lease, or vacates or abandons the Premises;

(d)the estate created in Tenant or any Guarantor hereof is taken in execution or by other process of law, or all or a substantial part of the assets of Tenant or any Guarantor hereof is placed in the hands of a liquidator, receiver or trustee (and such receivership or trusteeship or liquidation continues for a period of thirty (30) days), or Tenant or any such Guarantor makes an assignment for the benefit of creditors, or admits in writing that it cannot meet its obligations as they become due, or is adjudicated a bankrupt, or Tenant or any such Guarantor institutes any proceedings under any federal or state insolvency or bankruptcy law as the same now exists or under any amendment thereof which may hereafter be enacted, or under any other act relating to the subject of bankruptcy wherein the Tenant or any such Guarantor seeks to be adjudicated as bankrupt, or to be discharged of its debts, or to effect a plan of liquidation, composition or reorganization, or should any involuntary proceedings be filed against Tenant or any such Guarantor under any such insolvency or bankruptcy law (and such proceeding not be removed within ninety (90) days thereafter). If any insolvency proceedings, such as those referred to in this Section 18.1(d), are instituted against Tenant, the Premises shall not become an asset in any such proceedings;

(e)Tenant assigns or otherwise transfers this Lease or subleases the Premises without prior written consent of Landlord;

(f)Tenant does or permits to be done anything which creates a lien upon the Premises; or

(g)any material representation or warranty made by Tenant in this Lease or any other document delivered in connection with the execution and delivery of this Lease or pursuant to this Lease proves to be incorrect in any material respect.

18.2LANDLORD’S REMEDIES.

Upon the occurrence of any Event of Default, in addition to all other remedies available to Landlord at law or in equity, Landlord shall have the option to pursue any one or more of the following alternative and cumulative remedies without any notice or demand whatsoever:

(a)Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder by giving Tenant written notice of such intention to terminate, in which event Landlord may recover from Tenant all of the following (i) the worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds

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the amount of such rental loss Tenant proves reasonably could have been avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves reasonably could be avoided; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to: unamortized Tenant improvement costs; attorneys’ fees; brokers’ commissions; the costs of refurbishment, alterations, renovation and repair of the Premises; and removal (including the repair of any damage caused by such removal) and storage (or disposal) of Tenant’s personal property, equipment, fixtures, alterations and any other items which Tenant is required under this Lease to remove but does not remove; plus (v) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law. As used in (i) and (ii) above, the “worth at the time of award” shall be computed by allowing interest at the highest rate allowed by applicable law and as used in (iii) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

(b)Landlord shall also have the right, with or without terminating this Lease, to re-enter the Premises and remove all persons and property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant.

(c)In the event Landlord elects to re-enter the Premises under (b) above or takes possession of the Premises pursuant to any proceedings or notice provided by law or Tenant vacates or abandons the Premises, but Landlord does not elect to terminate this Lease as provided in this Section 18.2, Landlord may from time to time without terminating this Lease either recover from Tenant all Rent as it becomes due (pursuant to California Civil Code Section 1951.4) or relet the Premises or any part thereof upon such terms and conditions as Landlord in its sole discretion may deem advisable, with the right of Landlord to make alterations and repairs to the Premises. In the event of any such reletting, rental and other charges received by Landlord therefrom shall be applied in the following order: (i) to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord, (ii) to the payment of all costs of such reletting, (iii) to the payment of the costs of any alterations and repairs to the Premises, and (iv) the payment of Rent and other charges due and unpaid hereunder. The residue, if any, shall be held by Landlord and applied in payment of future Rent and other charges due hereunder, as the same may become due. In the event the rental and other charges received by Landlord from all such reletting are at any time less than the then aggregate of (i) through (iv) above, Tenant shall pay such deficiency to Landlord immediately upon demand therefor, but not more often than monthly.

(d)No re-entry or taking possession of the Premises by Landlord pursuant to this Section 18.2 shall be construed as an election to terminate this Lease unless a written notice of such intention shall be given to Tenant or unless such termination shall be decreed by a court of competent jurisdiction and Landlord may enforce all of Landlord’s rights and remedies hereunder, without limitation, the remedy described in California Civil Code Section 1951.4 (lessor may continue the lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Notwithstanding any reletting without termination by Landlord because of any default by Tenant, Landlord may at any time after such reletting elect to terminate this Lease for any such default.

(e)In any action for unlawful detainer commenced by Landlord against Tenant by reason of any default hereunder, the reasonable rental value of the Premises for the periods of the unlawful detainer shall be the amount of Rent reserved in this Lease for such period, unless Landlord or Tenant shall provide to the contrary by competent evidence. The rights and remedies reserved to Landlord herein, including those not specifically described, shall be cumulative, and except as otherwise provided by then applicable California law, Landlord may pursue any or all of such rights and remedies at the same time or otherwise.

(f)No such re-entry or taking of possession of the Premises by Landlord shall be construed as an election on Landlord’s part to terminate this Lease unless a written notice of such intention signed by Landlord is given to Tenant. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for a previous default by Tenant. Should Landlord at any time terminate this Lease for any default, in addition to any other remedies Landlord may have, Landlord may recover from Tenant all damages Landlord may incur by reason of such default, including, but not limited to, the cost of recovering the Premises and

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reasonable attorneys’ fees, all of which amounts shall be immediately due and payable from Tenant to Landlord. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law or in equity, nor shall pursuit of any remedy herein or otherwise provided constitute a forfeiture or waiver of any Rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions or covenants herein contained. The loss or damage that Landlord may suffer by reason of termination of this Lease or the deficiency from any repossession and/or reletting as provided for above shall include the expense of repossession and any repairs or remodeling undertaken by Landlord following repossession. All interest and any late charges imposed pursuant to this Lease shall be considered Additional Rent due from Tenant under the terms of this Lease.

18.3ATTORNEYS’ FEES AND COSTS.

In the event that any action, suit or other proceeding is initiated concerning or arising out of this Lease, the prevailing party shall recover all of such party’s costs and attorneys’ fees incurred in each and every action, suit or other proceeding, including any and all appeals or petitions therefrom from the non-prevailing party. As used herein, “attorneys’ fees” shall mean the full and actual costs of any legal services actually rendered in connection with the matters involved, calculated on the basis of the usual fee charged by the attorney performing such services.

18.4RENT PAYABLE BY TENANT.

For all purposes of Article 18, in determining the Rent which would be payable by Tenant hereunder subsequent to default, Rent for each Lease Year of the unexpired Term shall be deemed to be the amount of Rent payable by Tenant during the twelve (12) calendar months immediately preceding the Event of Default.

18.5TENANT’S PROPERTY TO REMAIN.

If there is an Event of Default, all of the Tenant’s fixtures, furniture, equipment, improvements, additions, alterations, and other personal property shall remain on the Premises and, in that event and continuing during the length of said default, Landlord shall have the right to take the exclusive possession of same and to use same, without cost, until all defaults are cured or, at its option, at any time during the Term to require Tenant to forthwith remove same.

18.6TENANT’S WAIVER OF REDEMPTION.

Tenant hereby waives and surrenders for itself and all those claiming under it, including creditors of all kinds (i) any right and privilege which it or any of them may have under any present or future law to redeem any of the Premises or to have a continuance of this Lease after termination of this Lease or of Tenant’s right of occupancy or possession pursuant to any court order or any provision hereof, and (ii) the benefits of any present or future law which exempts property from liability for debt or for distress for rent.

18.7COSTS UPON DEFAULT AND LITIGATION.

Tenant shall pay to Landlord and its mortgagees as Additional Rent all the expenses incurred by Landlord or its mortgagees in connection with any default by Tenant hereunder or the exercise of any remedy by reason of any default by Tenant hereunder, including reasonable attorneys’ fees and expenses. If Landlord or its mortgagees shall be made a party to any litigation commenced against Tenant or any litigation pertaining to this Lease or the Premises, at the option of Landlord and/or its mortgagees, Tenant, at its expense, shall provide Landlord and/or its mortgagees with counsel approved by Landlord and/or its mortgagees and shall pay all costs incurred or paid by Landlord and/or its mortgagees in connection with such litigation.

ARTICLE 19. LIMITATION OF LANDLORD’S LIABILITY

19.1LANDLORD’S DEFAULT.

Except as otherwise provided in this Lease, Landlord shall be in default under this Lease if Landlord fails to perform any of its obligations hereunder and said failure continues for a period of thirty (30) days after written notice thereof from Tenant to Landlord (unless such failure cannot reasonably be cured within thirty (30) days and Landlord shall have commenced to cure said failure within said thirty (30) days and continues diligently to pursue the curing of the same). If Landlord defaults under this Lease and if, as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment against the right, title and interest of Landlord in the Shopping Center as the same may then be constituted and encumbered, and Landlord shall not be liable for any deficiency. In no event shall Tenant have the right to levy execution against any property of Landlord other than its interest in the Shopping Center. Upon any such uncured default by Landlord, Tenant may exercise any of its rights provided in law or at equity; provided, however: (a) Tenant shall have no right to offset or abate rent in the event of any default by Landlord under this Lease, except to the extent offset rights are specifically provided to Tenant in this Lease; (b) Tenant shall have no right to terminate this Lease; and (c) Tenant’s rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual partners, directors, officers, members or shareholders of Landlord or Landlord’s partners, and

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Tenant shall not seek recourse against the individual partners, directors, officers, members or shareholders of Landlord or against Landlord’s partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease.

19.2TRANSFER OF LANDLORD’S INTEREST.

In the event of the sale or other transfer of Landlord’s interest in the Premises (except in the case of a sale-leaseback financing transaction in which Landlord is the lessee), Landlord shall transfer and assign to such purchaser or transferee the Security Deposit whereupon Landlord shall be deemed released from all liability and obligations hereunder arising out of any act, occurrence or omission relating to the Premises or this Lease occurring after the consummation of such sale or transfer. Tenant agrees to attorn to any successor, assignee, mortgagee or ground lessor of Landlord.

ARTICLE 20. SUBORDINATION AND ATTORNMENT

20.1SUBORDINATION OF LEASE AND TENANT’S ATTORNMENT.

This Lease is subordinate to the lien of all mortgages, deeds of trust, security instruments, ground leases, easement agreements and any covenants, conditions and restrictions (collectively, “Superior Interests”) now or hereafter covering all or any part of the Shopping Center, and to all amendments, modifications, consolidations, renewals, replacements and extensions thereof. Tenant also agrees that, if any mortgagee elects to have this Lease prior to the lien of its mortgage and signifies such election in the instrument creating its lien, or by separate recorded instrument, this Lease shall be prior in dignity to such mortgage. In the event of any proceedings brought for the enforcement of any instrument of any Superior Interest holder (including but not limited to a mortgage or lease), Tenant shall, upon demand by the Superior Interest holder, attorn to and recognize such Superior Interest holder as Landlord under this Lease. In the event of a sale or assignment of Landlord’s interest under this Lease or in the Premises, Tenant shall attorn to and recognize such purchaser or assignee as Landlord under this Lease without further act by Landlord or such purchaser or assignee. Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such foreclosure proceeding or sale.

20.2INSTRUMENTS TO CARRY OUT INTENT.

Tenant agrees that, in order to confirm the provisions of this Article, but in no way limiting the self-operative effect of said provisions, Tenant shall execute and deliver whatever instruments may be required for such purposes within ten (10) days following Landlord’s written request. Should Tenant fail to sign and return any such instruments within said ten (10) day period, Tenant shall be in default hereunder without the benefit of any additional notice or cure periods specified in this Lease.

20.3NO EXISTING MORTGAGEE.

Landlord represents and warrants that, as of the date of this Lease. Landlord’s fee simple interest in the Shopping Center is not encumbered by a mortgage, deed of trust or other security interest. If Landlord later encumbers the Shopping Center with a mortgage, deed of trust or other security interest, upon Tenant’s request. Landlord shall use good faith efforts to cause Landlord’s lender to enter into a subordination, non-disturbance and attornment agreement (SNDA) with Tenant utilizing Landlord’s lender’s standard form. Tenant shall pay all reasonable fees, costs and expenses (including attorneys’ fees and costs) incurred by Landlord’s lender in connection with providing any subordination, non-disturbance and attornment agreement.

ARTICLE 21. ESTOPPEL CERTIFICATES

21.1TENANT’S AGREEMENT TO DELIVER.

Within ten (10) days after request therefor from Landlord, Tenant agrees to execute and deliver to Landlord, or to such other addressee or addressees as Landlord may designate (and any such addressee may rely thereon), a statement in writing certifying (if true) that the Lease is in full force and effect and unmodified or describing any modifications; that Tenant has accepted the Premises; that Landlord has performed all of its obligations under the Lease arising prior to the date of the certificate; that there are no defenses or offsets against the enforcement of this Lease or stating with particularity those claimed by Tenant; stating the date to which Rent has been paid; and making such other true representations as may be reasonably requested by Landlord.

ARTICLE 22. QUIET ENJOYMENT

22.1FAITHFUL PERFORMANCE.

Upon payment of the Rent herein provided for and the observance and performance of all of the agreements, covenants, terms and conditions to be observed and performed by the Tenant, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord.

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ARTICLE 23. SURRENDER AND HOLDING OVER

23.1DELIVERY AFTER TERM.

Tenant shall deliver up and surrender to Landlord possession of the Premises upon the expiration or earlier termination of the Term, broom clean, free of debris, in good order, condition and state of repair with Tenant’s removal of all of its signage (except as may be Landlord’s obligation under this Lease and ordinary wear and tear), and shall deliver the keys at the office of Landlord in the Shopping Center or to Landlord at the address to which notices to Landlord are to be sent. If not sooner terminated as herein provided, this Lease shall terminate at the end of the Term as provided for in Article 3 without the necessity of notice from either Landlord or Tenant to terminate the same, Tenant hereby waiving notice to vacate the Premises and agreeing that Landlord shall be entitled to the benefit of all provisions of law respecting the summary recovery of possession of premises from a tenant holding over.

23.2EFFECT OF HOLDING OVER; RENT.

If Tenant or any party claiming under Tenant remains in possession of the Premises, or any part thereof, after any termination or expiration of this Lease, no tenancy or interest in the Premises shall result therefrom, but such holding over shall be an unlawful detainer and all such parties shall be subject to immediate eviction and removal, and Tenant shall upon demand pay to Landlord, as liquidated damages, a sum equal to all Percentage Rent, if any, and Additional Rent provided for in this Lease during any period which Tenant shall hold the Premises after the Term has expired, plus an amount computed at the rate of double one hundred twenty-five percent (125%) for the first two (2) months and one hundred fifty percent (150%) thereafter of the Minimum Annual Rent for such period. In addition, Tenant shall indemnify, protect, defend (by counsel approved in writing by Landlord) and hold Landlord harmless from and against any and all claims, judgments, suits, causes of action, damages, losses, liabilities and expenses (including attorneys’ fees and court costs) resulting from such failure to surrender, including, without limitation, any claim made by any succeeding tenant based thereon. The foregoing indemnity shall survive the expiration or earlier termination of this Lease. The foregoing provisions of this Section 23.2 are in addition to, and do not affect, Landlord’s right of re-entry or any other rights of Landlord hereunder or otherwise provided by law or equity.

ARTICLE 24. CONDEMNATION

24.1ALL OF PREMISES TAKEN.

If the whole of the Premises shall be taken either permanently or temporarily by any right of eminent domain or conveyance in lieu thereof (each being hereinafter referred to as “condemnation”), this Lease shall terminate as of the day possession shall be taken by the condemning authority.

24.2LESS THAN ALL OF PREMISES TAKEN.

If twenty percent (20%) or more of the GLA in the Premises is taken by condemnation or if (regardless of the percentage of the GLA in the Premises which is taken) the remainder of the Premises is divided in two (2) or more units, then in either event Landlord and Tenant shall have the right to terminate this Lease upon ninety (90) days written notice after possession is taken by such condemnation whereupon the Lease shall terminate as of the day possession shall be taken by such condemning authority. Tenant shall pay Rent and perform all of its other obligations under this Lease up to that date. If this Lease is not so terminated, the GLA of the Premises shall be accordingly adjusted as of the date of the taking, Rent shall be accordingly adjusted and any pre-paid Rent shall be proportionately credited or debited to Tenant. Thereafter, the Rent shall be based on the square footage of GLA in the Premises. Landlord agrees, at Landlord’s cost and expense, as soon as reasonably possible, to restore the Premises on the land remaining to a complete unit of like quality and character as existed prior to such appropriation or taking, provided that Landlord shall not be required to expend more on such restoration than the condemnation award received by Landlord (less all expenses, costs, legal fees and court costs incurred by Landlord in connection with such award).

24.3SHOPPING CENTER TAKEN.

(a)If any part of the Shopping Center (including any easement appurtenant to Landlord’s interest therein) is taken by condemnation so as to render, in Landlord’s judgment, the remainder unsuitable (in Landlord’s discretion) for use as a retail shopping center, Landlord shall have the right to terminate this Lease upon notice in writing to Tenant within one hundred twenty (120) days after possession is taken by such condemnation. If Landlord so terminates this Lease, it shall terminate as of the day possession is taken by the condemning authority, and Tenant shall pay Rent and perform all of its obligations under this Lease up to that date with a proportionate refund by Landlord of any Rent as may have been paid in advance for a period subsequent to such possession.

(b)If title to (i) twenty percent (20%) or more of the GLA of Landlord’s Building or (ii) twenty percent (20%) or more of the parking required to be maintained in the Shopping Center is so taken, and if Landlord within one (1) year after such taking has not substituted an equivalent number of parking spaces in a location reasonably accessible to the Shopping Center, then either party may terminate this Lease by notice to the other given within thirty (30) days after the taking or after the expiration of such one (1) year period, as the case may be.

24.4OWNERSHIP OF AWARD.

All damages for any condemnation of all or any part of the Shopping Center, including, but not limited to, all damages as compensation for diminution in value of the leasehold, reversion and fee, shall belong to the Landlord without any deduction therefrom for any present or future estate of Tenant, and Tenant

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hereby assigns to Landlord all its right, title and interest to any such award. Although all damages in the event of any condemnation are to belong to the Landlord, Tenant may have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant’s own right on account of any and all damage to Tenant’s business by reason of the condemnation and for or on account of any cost or loss which Tenant might incur in removing Tenant’s merchandise, furniture, fixtures, leasehold improvements and equipment.

24.5CONFLICTS.

If there is a conflict between the provisions of this Article 24 and Article 13, the provisions of Article 24 shall govern.

24.6WAIVER OF TERMINATION RIGHT.

This Lease sets forth the terms and conditions upon which this Lease may terminate in the event of a taking. Accordingly, the parties waive the provisions of the California Code of Civil Procedure Section 1265.130 and any successor or similar statutes permitting the parties to terminate this Lease as a result of a taking.

ARTICLE 25. MISCELLANEOUS

25.1INTERPRETATION.

(a)The captions appearing in this Lease are inserted only as a matter of convenience and in no way amplify, define, limit, construe or describe the scope or intent of such sections of the Lease. The neuter, feminine or masculine pronoun when used herein shall each include each of the other genders and the use of the singular shall include the plural.

(b)The printed provisions of this Lease were drawn together by Tenant and Landlord, so that this Lease shall not be construed for or against Landlord or Tenant, but this Lease shall be interpreted in accordance with the general tenor of the language in an effort to reach the intended result.

(c)Notwithstanding any other provision of this Lease, if the state in which the Premises is located recognizes a distinction between an estate for years and a “usufruct,” it is the intention of the parties for this instrument to create a usufruct and not an estate for years.

25.2RELATIONSHIP OF PARTIES.

Nothing herein contained shall be construed as creating any relationship between the parties other than the relationship of Landlord and Tenant, nor cause either party to be responsible in any way for the acts, debts or obligations of the other.

25.3NOTICES.

(a)Any notice, demand, request, approval, consent or other instrument which may be or is required to be given under this Lease shall be in writing and shall be deemed to have been given when delivered to the party to be notified or when mailed by United States certified mail, return receipt requested, postage prepaid, or when delivered by a courier such as Federal Express, addressed to the party to be notified at the address of such party set forth in Section 1.1(t), or at Landlord’s option to the Premises or finally, to such other address as such party may from time to time designate by notice to the other in accordance with this Section.

(b)No notice required to be given to Landlord shall be effective for any purpose unless and until a true copy thereof is given to each mortgagee of Landlord’s estate, provided Tenant has previously been given written notice of the name and address of such mortgagee.

(c)Notices required hereunder may be given by an attorney acting on behalf of Landlord or Tenant.

25.4SUCCESSORS.

This Lease shall inure to the benefit of and be binding upon Landlord, its successors and assigns, and shall be binding upon Tenant, its successors and assigns, and shall inure to the benefit of Tenant and only such assigns of Tenant to whom the assignment by Tenant has been made and consented to in accordance with the provisions of this Lease.

25.5BROKER’S COMMISSION.

Landlord has entered into an agreement with the real estate broker specified in Section 1.1(n) of the Lease as representing Landlord (“Landlord’s Broker”), and Landlord shall pay any commissions or fees that are payable to Landlord’s Broker with respect to this Lease in accordance with the provisions of a separate commission contract. Landlord shall have no further or separate obligation for payment of commissions or fees to any other real estate broker, finder or intermediary. Tenant represents that it has not had any dealings with any real estate broker, finder or intermediary with respect to this Lease, other than Landlord’s Broker and the broker specified in Section 1.1(n) of the Lease as representing Tenant (“Tenant’s Broker”). Any commissions or fees payable to Tenant’s Broker with respect to this Lease shall be paid exclusively by Landlord’s Broker. Each party represents and warrants to the other, that, to its knowledge, no other broker, agent or finder (a) negotiated or was instrumental in negotiating or

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consummating this Lease on its behalf, or/and (b) is or might be entitled to a commission or compensation in connection with this Lease. Any broker, agent or finder of Tenant whom Tenant has failed to disclose herein shall be paid by Tenant.

25.6UNAVOIDABLE DELAYS.

In the event that either party shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure labor or materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war, fire or other casualty or other reason of a similar or dissimilar nature beyond the reasonable control of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not operate to excuse Tenant from prompt payment of Rent or any other payments required by the terms of this Lease and shall not extend the Term. Delays or failures to perform resulting from lack of funds shall not be deemed delays beyond the reasonable control of a party.

25.7ENTIRE AGREEMENT.

There are no oral agreements between the parties hereto affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, letters of intent, lease proposals, brochures, agreements, representations, promises, warranties and understandings between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof. This Lease, including the Exhibits and any addenda, sets forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises and the Shopping Center. No alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced in writing, signed and mutually delivered between them.

25.8APPLICABLE LAW.

The laws of the state in which the Premises are located shall govern the validity, performance and enforcement of this Lease.

25.9WAIVER.

Failure of either party to insist upon the strict performance of any provision of this Lease or to exercise any option or enforce any rules and regulations shall not be construed as a waiver in the future of any such provision, rule or option.

25.10ACCORD AND SATISFACTION.

No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any such check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided for in this Lease or available at law or in equity.

25.11LANDLORD’S SELF-HELP.

In addition to Landlord’s rights of self-help set forth elsewhere in this Lease, if Tenant at any time fails to perform any of its obligations under this Lease in a manner reasonably satisfactory to Landlord, Landlord shall have the right, but not the obligation, upon giving Tenant at least ten (10) days’ prior written notice of its election to do so (in the event of an emergency, no prior notice shall be required), to perform such obligations on behalf of and for the account of Tenant and to take all such action necessary to perform such obligations without liability to Tenant for any loss or damage which may result to Tenant’s stock or business by reason of such repairs. In such event, Landlord’s costs and expenses incurred therein shall be paid for by Tenant as Additional Rent, forthwith upon demand therefor, with interest thereon from the date Landlord performs such work at the Default Rate. The performance by Landlord of any such obligation shall not constitute a release or waiver of Tenant therefrom.

25.12RECORDING.

Tenant agrees that it will not record this Lease, nor a short memorandum thereof.

25.13JOINT AND SEVERAL LIABILITY.

If two or more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) shall sign this Lease as Tenant, the liability of each of them shall be joint and several. In like manner, if the Tenant named in this Lease shall be a partnership or other business association, the members of which are, by virtue of statute or general law, subject to personal liability, the liability of each such member shall be joint and several.

25.14EXECUTION OF LEASE.

The submission of this Lease for examination does not constitute a reservation of or option for the Premises or any other space within the Shopping Center and shall vest no right in either party. This Lease shall become effective as a Lease only upon execution and legal delivery thereof by the parties, together with the execution and delivery to Landlord of a Guaranty in the form annexed hereto by the Guarantor(s), if any, named in Section 1.1(k) and the delivery by Tenant to Landlord of any documents and monies (if any) required to be delivered by Tenant to Landlord upon Tenant’s execution and delivery of this Lease to Landlord. This Lease may be executed in more than one counterpart, and each such counterpart shall be deemed to be an original document.

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25.15WAIVER OF JURY TRIAL.

Tenant hereby waives trial by jury in any action, proceeding, or permissive counterclaim involving any matters whatsoever arising out of or in any way connected with the Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or claim for injury or damage.

25.16TIME OF THE ESSENCE.

Time is of the essence of each and every obligation under this Lease.

25.17TENANT’S AUTHORITY.

If Tenant executes this Lease as a limited liability company, partnership, or corporation, then Tenant and the persons and/or entities executing this Lease on behalf of Tenant represent and warrant that: (a) Tenant is a duly organized, authorized and validly existing partnership, corporation or limited liability company, as the case may be, and is qualified to do business in the state in which the Premises is located; (b) such persons and/or entities executing this Lease are duly authorized to execute and deliver this Lease on Tenant’s behalf in accordance with the Tenant’s operating agreement (if Tenant is a limited liability company), Tenant’s partnership agreement (if Tenant is a partnership), or a duly adopted resolution of Tenant’s board of directors and the Tenant’s by-laws (if Tenant is a corporation), and (c) this Lease is binding upon Tenant in accordance with its terms. Concurrently with Tenant’s execution and delivery of this Lease to Landlord and/or at any time during the Term within ten (10) days of Landlord’s request, Tenant shall provide to Landlord a copy of any documents reasonably requested by Landlord evidencing such qualification, organization, existence and authorization.

25.18ANTI-TERRORISM AND MONEY LAUNDERING REPRESENTATION AND INDEMNIFICATION.

Tenant certifies that: (i) neither it nor its officers, directors or controlling owners is acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order, the United States Department of Justice, or the United States Treasury Department as a terrorist, “Specially Designated National or Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control (“SDN”); (ii) neither it nor its officers, directors or controlling owners is engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation; and (iii) neither it nor its officers, directors or controlling owners is in violation of Presidential Executive Order 13224, the USA Patriot Act, the Bank Secrecy Act, the Money Laundering Control Act or any regulations promulgated pursuant thereto. Tenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorneys fees and costs) arising from or related to any breach of the foregoing certification. Should Tenant, during the term of this Lease, be designated an SDN, Landlord may, at its sole option, terminate this Lease.

25.19RELOCATION. INTENTIONALLY DELETED.

Landlord shall be entitled to cause Tenant to relocate from the Premises to a comparable space within the Shopping Center (the “Relocation Space”) at any time upon written notice to Tenant. Any such relocation shall be entirely at the expense of Landlord or the third party tenant replacing Tenant in the Premises. Such relocation shall not terminate or otherwise affect or modify this Lease except that, from and after the date of such relocation, “Premises” shall refer to the Relocation Space into which Tenant has been moved, rather than the original Premises as herein defined. Landlord shall be allowed to with reasonable means to reuse Tenant’s trade fixtures.

ARTICLE 26. EXCLUSIVE

Landlord will not lease in the future to any tenant in the Landlord’s Building for the purpose of conducting within the Landlord’s Building as its principal business the sale of:

a retail banking facility that is 1,500 square feet or smaller.

It is understood that this exclusive shall not apply to any existing tenants. It is further understood that other tenants or occupants in the Landlord’s Building may sell one or more of the restricted items as an incidental part of their business, and permission heretofore or hereafter granted by the Landlord to conduct such incidental sales shall not be deemed to violate this covenant. This exclusive shall terminate should this Lease be assigned, and as a result of such assignment, the use of the Premises is changed from the primary use set forth in Section 1.1(j) of this Lease or if the use of the Premises is otherwise changed from the primary use set forth in Section 1.1(j) of this Lease. Should Tenant become in default under any provision of this Lease, then this exclusive shall terminate and be of no further force or effect.

Landlord reserves the right to lease (or consent to the use of) any space in the Landlord’s Building without imposing any restriction on the use of such space to any tenant whose principal business at the time the lease is made (or consent is given) is that of department store, junior department store, variety store, grocery store, drug store, or to any tenant initially occupying more than 12,500 square feet of GLA, it being understood that Landlord shall not be obligated to restrict the use of any of such space in any manner whatsoever.

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ARTICLE 27. LIMIT ON COMMON AREA COSTS

Notwithstanding the provisions of Article 8 of the Lease, Landlord agrees that Tenant will not be required to pay its Proportionate Share of Controllable Common Area Costs which exceeds $4.16 per square foot per annum, increased by 10% for each calendar year for the initial term which has elapsed since the Commencement Date.

Controllable Common Area Costs are all of those Common Area Costs described in Section 8.5 except for the costs of utilities furnished to the Common Areas, snow removal costs and the costs of any services provided by governmental authorities or agencies or any expenses relating to government taxation.

ARTICLE 28. OPTION TO EXTEND

Tenant shall have the option, exercisable by written notice to Landlord, by certified mail or nationally recognized overnight carrier, return receipt requested, given not later than six (6) months prior to the expiration of the initial Term and not earlier than nine (9) months prior to the expiration of the term or the extended option, if any, as the case may be, to extend the Lease for two (2) further terms of sixty (60) months each on the same terms and conditions as provided in this Lease, except that:

(a)Landlord shall have no obligation to make any improvements to the Premises; and

(b)Minimum Annual Rent for the first extended term shall be as set forth below:

Months	$ Per Square Foot Per Annum
61 - 120	95% of Fair Market Value

(c)Minimum Annual Rent for the second extended term shall be as set forth below:

Months	$ Per Square Foot Per Annum
121 - 180	95% of Fair Market Value

(d)Fair market value will be equal to whatever monthly Minimum Annual Rent (plus whatever periodic adjustments) Landlord is then quoting to prospective tenants for new leases of comparable space in the Shopping Center for a comparable term (as confirmed by written statement to Tenant by a representative of Landlord). Notwithstanding the above provisions to the contrary: (A) in no event will the adjusted Minimum Annual Rent be less than Minimum Rent for the immediately preceding period; and (B) in the event Tenant has not agreed in writing to accept the monthly Minimum Annual Rent ninety (90) days prior to the expiration of the then existing term, Landlord at its option may terminate this Lease as of the expiration of the then existing term.

(e)There shall be no option to further extend the term.

Notwithstanding the foregoing, this Option to Extend this Lease shall be deemed null and void if one or more of the following has occurred:

1.Tenant has been late in the payment of rent on three (3) or more occasions within any twelve (12) month period. For this purpose, a payment shall be deemed to be late if it is received by Landlord after the second day of the month in which such rent is due.

2.Tenant has been late on three (3) or more occasions within any twelve (12) month period in furnishing to Landlord the monthly sales reports required by Article 4. For this purpose, a report shall be deemed to be late it if is received by the Landlord on or after the 21st day of the month.

3.2.Tenant is in default in the performance of any of its obligations under the Lease.

4.3.Tenant has failed to give written notice by certified mail, return receipt requested, to Landlord six (6) months prior to the expiration of the initial term and not earlier than nine (9) months prior to the expiration of the term.

5.4.The Lease has ever been assigned in violation of Section 17.1.

ARTICLE 29. TENANT ALLOWANCE

Tenant agrees to accept the Premises “as is”. Unless otherwise stated in this Article, Landlord agrees to reimburse Tenant the amount stated in Section 1.1(u) of this Lease as a tenant finish allowance. Said allowance shall be due and payable to Tenant within thirty (30) days after the following conditions have been met:

(a)Tenant is open for business with the public in the entire Premises and has paid the first month’s rent due in advance and security deposit, if any.

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(b)Tenant has furnished to Landlord original affidavits, original lien waivers on Regency’s standard waiver form and paid receipts for physical improvements performed within and for the Premises from Tenant’s general contractor, and all sub-contractors and material suppliers. This support provided to Landlord should be reasonably satisfactory in establishing payment in full for all labor and materials, which may form a predicate for a claim of lien against the Premises. The actual amount of the reimbursement will be the lesser of the sum total of all the receipts or the amount stated in Section 1.1(u) of this Lease.

(c)A certificate of occupancy (or an equivalent) from the governmental authority having jurisdiction has been delivered to Landlord.

(d)Landlord has received and approved a copy of a HVAC maintenance agreement as required by Section 13.2.

(e)Landlord has received a certificate of insurance as required by Section 11.4.

(f)Receipt by Landlord of evidence that Tenant has paid its utility deposits and local government impact fees.

(g)Receipt by Landlord of Tenant’s As Built plans confirming compliance with the Americans with Disabilities Act.

(h)Receipt by Landlord of a Form W-9, Request for Taxpayer Identification Number and Certification, executed by Tenant.

(i)Tenant is not in default.

(j)Tenant has installed its permanent signage on the exterior of the Premises.

If Tenant fails to request reimbursement of the tenant finish allowance within one hundred eighty (180) days of receiving its certificate of occupancy for the Premises, then this Section shall be deemed terminated and null and void. Tenant may request an extension of the one hundred eighty (180) day period with thirty (30) days prior written notice to Landlord.

ARTICLE 30.LANDLORD’S LIEN INTENTIONALLY DELETED.

TO SECURE THE PAYMENT OF ALL RENTAL AND OTHER SUMS OF MONEY DUE OR TO BECOME DUE HEREUNDER AND THE FAITHFUL PERFORMANCE OF THIS LEASE BY TENANT, TENANT HEREBY GRANTS TO LANDLORD AN EXPRESS FIRST AND PRIOR CONTRACTUAL LIEN AND SECURITY INTEREST ON ALL PROPERTY (INCLUDING, BUT NOT LIMITED TO, FURNITURE, FIXTURES, EQUIPMENT, INVENTORY, CHATTELS AND MERCHANDISE AND ALL ACCESSORIES THERETO AND ALL PROCEEDS THEREOF) WHICH MAY BE PLACED ON THE PREMISES, AND ALSO UPON ALL PROCEEDS OF ANY INSURANCE WHICH MAY ACCRUE TO TENANT BY REASON OF DESTRUCTION OF OR DAMAGE TO ANY SUCH PROPERTY. SUCH PROPERTY SHALL NOT BE REMOVED FROM THE PREMISES WITHOUT THE WRITTEN CONSENT OF LANDLORD UNTIL ALL ARREARAGES IN RENTAL AND OTHER SUMS OF MONEY THEN DUE TO LANDLORD HEREUNDER SHALL FIRST HAVE BEEN PAID. ALL EXEMPTION LAWS ARE HEREBY WAIVED IN FAVOR OF SAID LIEN AND SECURITY INTEREST. THIS LIEN AND SECURITY INTEREST IS GIVEN IN ADDITION TO LANDLORD’S STATUTORY LIEN AND SHALL BE CUMULATIVE THERETO. UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, THIS LIEN MAY BE FORECLOSED WITH OR WITHOUT COURT PROCEEDINGS, BY PUBLIC OR PRIVATE SALE, PROVIDED LANDLORD GIVES TENANT AT LEAST TEN (10) DAYS NOTICE OF THE TIME AND PLACE OF SAID SALE, AND LANDLORD SHALL HAVE THE RIGHT TO BECOME THE PURCHASER UPON BEING THE HIGHEST BIDDER AT SUCH SALE. CONTEMPORANEOUSLY WITH THE EXECUTION OF THIS LEASE (AND IF REQUESTED HEREINAFTER BY LANDLORD), TENANT SHALL EXECUTE AND DELIVER TO LANDLORD UNIFORM COMMERCIAL CODE FINANCING STATEMENTS IN SUFFICIENT FORM SO THAT, WHEN PROPERLY FILED, THE SECURITY INTEREST HEREBY GRANTED SHALL THEREUPON BE PERFECTED. IF REQUESTED HEREAFTER BY LANDLORD, TENANT SHALL ALSO EXECUTE AND DELIVER TO LANDLORD UNIFORM COMMERCIAL CODE FINANCING STATEMENTS IN SUFFICIENT FORM TO REFLECT ANY AMENDMENT OR MODIFICATION IN OR EXTENSION OF THE AFORESAID CONTRACTUAL LIEN AND SECURITY INTEREST HEREBY GRANTED. TENANT HEREBY GRANTS TO LANDLORD TENANT’S POWER-OF-ATTORNEY TO EXECUTE SAID FINANCING STATEMENTS IN TENANT’S NAME, PLACE AMD STEAD. SAID POWER IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. LANDLORD SHALL, IN ADDITION TO ALL OF LANDLORD’S RIGHTS HEREUNDER, HAVE ALL OF THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE STATE IN WHICH THE PREMISES ARE LOCATED. A COPY OF THIS LEASE MAY BE FILED AS A NON STANDARD FINANCING STATEMENT.

ARTICLE 30. AUDIT RIGHT PROVISION

Subject to the limitations and restrictions below, Tenant shall have the right, at its sole cost and expense,

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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the day and year first above written.

LANDLORD:

REGENCY CENTERS, LP.

a Delaware limited partnership

By: Regency Centers Corporation

a Florida corporation

Its: General Partner

By:	/s/ Eric Li
Print Name:	Eric Li
Its:	Vice President

TENANT:

WILSHIRE STATE BANK

a California corporation

	/s/ David Kim
By:	David Kim
Its:	Sr. V.P
	/s/ Joanne Kim
	Attest:	Joanne Kim
	Its:	President and CEO
	Tax I.D.#:	95-3509631

CALIFORNIA Execution:

Corporate: This Lease must be executed for Tenant, if a California corporation, by two (2) officers of such corporation one being the chairman of the board, the president or a vice president, and the other being the secretary, an assistant secretary, the chief financial officer or an assistant treasurer. If one (1) individual is signing in two (2) of the foregoing capacities, that individual must sign twice; once as an officer and again as the other officer. If there is only one (1) individual signing in two (2) capacities, or if the two (2) signatories do not satisfy the requirements of (A) above, then Tenant shall deliver to Landlord a certified copy of a corporate resolution in a form reasonably acceptable to Landlord authorizing the signatory(ies) to execute this Lease, unless the bylaws or a resolution of the Board of Directors shall otherwise provide, in which event, a certified copy of the bylaws or resolution, as the case may be, must be furnished. Also, the corporate seal of Tenant, if Tenant has such a seal, must be affixed. If Tenant is a corporation incorporated in a state other than California, then Tenant shall deliver to Landlord a certified copy of a corporate resolution in a form reasonably acceptable to Landlord authorizing the signatory(ies) to execute this Lease.

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EXHIBIT A

LEGAL DESCRIPTION

PARCEL B OF PARCEL MAP L.A. NO. 1744, IN THE CITY OF LOS ANGELES, IN THE COUNTRY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 22 PAGE 46 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THE NORTHEAST 400.00 FEET THEREOF.

ALSO EXCEPT SUBTERRANEAN MINERAL RIGHTS, INCLUDING OIL AND GAS RIGHTS, BELOW A DEPT OF 500.00 FEET BUT WITHOUT THE RIGHT OF SURFACE ENTRY, AND INCLUDING ALL EASEMENT AND APPURTENANCES THERETO, TOGETHER WTH ANY RIGHT, TITLE AND INTEREST OF GRANTOR IN RIGHT-OF-WAY OR UTILITY AGREEMENTS, AS SET FORTH IN DEED RECORDED JUNE 10, 1988 AS INSTRUMENT NO. 88-927207, OF OFFICIAL RECORDS

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EXHIBIT B

PART 1 - - SITE PLAN OF SHOPPING CENTER LAND

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EXHIBIT B

PART 2 - - LEASING PLAN

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EXHIBIT C

DESCRIPTION OF TENANT’S WORK AND WORK TO BE PERFORMED BY LANDLORD

A.            Procedure for the Preparation and Approval of Working Drawings and Specifications.

Tenant shall, within ten (10) days after the date of execution of this Lease, deliver to the Landlord for its review and approval two (2) sets of drawings and specifications for the Tenants proposed improvements to the Premises. One set will be returned to the Tenant and one set will be retained by the Landlord. Such drawings shall consist of at least a site plan (if sitework changes to utilities, paving, landscaping, mechanical, electrical, or plumbing systems etc. are proposed), a floor plan, and exterior building elevations (if any modifications are proposed to the storefront or exterior walls) done at a reasonable scale, which will convey detail and intent, as well as an indication of color selection and graphics. Storefront elevations shall include specification of materials and color scheme. The following conditions, as applicable, are to be clearly detailed on the drawings:

New roof penetrations, including plumbing penetrations for vent stacks, or any modifications to the roof system

New equipment (satellite dishes, HVAC, etc.) installed on the roof

Underground utility changes and pavement demolition/replacement

Modifications to exterior walls to include new doors, windows, finishes, etc.

Anything to be mounted on the exterior walls

Changes to electrical, water, or gas service

Changes to the concrete floor slab

Grease trap location

If Landlord does not, within fourteen (14) days after receipt of the Tenant’s preliminary plans, indicate its disapproval, the same shall be deemed approved. However, Landlord shall not be responsible for items noted or inferred to be furnished and installed by Landlord unless item is specifically noted in paragraph B or Exhibit C-2.

If Tenant fails to submit its plans and specifications within the 10-day period provided in paragraph 1, the Landlord may, at its option, in addition to all other remedies available for Tenant’s default, have the sole right to cancel this Lease. Indulgences granted to Tenant shall not be construed to be a waiver of the provisions of this paragraph. Time is of the essence of this agreement.

Tenant shall have access to change locks upon Landlord’s receipt of two (2) sets of plans, contractor’s insurance and Tenant’s acceptance of space. Tenant will pay costs of lock change and must make appointment with Landlord.

B.            Landlord’s Work.

LANDLORD HAS NO OBLIGATION TO PERFORM ANY WORK WITHIN THE PREMISES OR THE SHOPPING CENTER UNLESS STATED IN EXHIBIT “C-2”. IF NO EXHIBIT “C-2” IS ATTACHED (AND SIGNED BY BOTH LANDLORD AND TENANT), TENANT AGREES TO ACCEPT THE PREMISES IN ITS CONDITION “AS IS” AND SHALL BE OBLIGATED TO PERFORM SUCH WORK AS IS NECESSARY TO RENDER THE PREMISES USEFUL FOR THE PURPOSES LEASED.

C.            Tenant’s Work.

All work not specifically described as Landlord’s obligation in Exhibit “C-2” shall be the obligation of Tenant and shall be performed in accordance with approved plans and specifications at the sole cost of Tenant. The following work shall be at the sole expense of the Tenant and shall be subject to the approval of the Landlord, unless otherwise expressly provided herein:

1.          Furniture and Fixtures - all furniture, furnishings, trade fixtures and related parts, all of which shall be now unless otherwise approved by Landlord as customarily found in other first class shopping centers.

2.          Fixture and Equipment Connections - electrical and mechanical connection of all merchandising, lighting, floor and wall fixtures or equipment and related parts, including kitchen and food service equipment and other equipment peculiar to Tenant’s occupancy.

3.          Outdoor seating plan if local ordinance allows.

4.          Approved Fire Protection Devices - approved fire extinguishers or fire protection devices in size, type and quantity throughout the Premises as required by code and standards of governing insurance rating boards.

5.          All Signs and Graphics - the design, installation and location of all signs, exit signs and emergency lighting. Landlord must approve all signs prior to any installation. Signage will be solely Tenant’s responsibility. Landlord will not be responsible for compliance with city ordinances or liable for Tenant’s contractor actions.

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EXHIBIT C-1

SIGN CRITERIA

A.            INTRODUCTION

These criteria have been established for the purpose of assuring an outstanding shopping center and for the mutual benefit of all tenants. The criteria will also provide guidelines necessary to achieve a visually coordinated balance and appealing signage environment. Conformance will be strictly enforced and any installed nonconforming or unapproved signs must be brought into conformance at Tenant’s sole cost and expense. Tenant must use qualified licensed contractors under the following guidelines. Landlord retains full rights of approval of any sign used in the Shopping Center, and no sign shall be installed and/or fabricated without Landlord’s written approval before a city permit is sought

B.            GENERAL REQUIREMENTS

1.Prior to applying for a sign permit. Tenant shall submit or cause to be submitted to Landlord for approval before fabrication three (3) copies of detailed scale drawings (one in full color) indicating the location, size, layout, illumination, materials, design, colors and installation details of the proposed signs, including all lettering and graphics.

2.All required permits and approvals for signs and their installation shall be obtained by Tenant or his representative prior to contractual agreement, fabrication and installation.

3.Tenant shall be responsible for the fulfillment of all requirements and specifications, including those of the local municipality and the Uniform Electrical Code.

4.All signs shall be constructed and installed at Tenant’s sole cost and expense.

5.All signs shall be reviewed by Landlord for conformance with these criteria and for overall design quality. Approval or disapproval of sign submittals based on aesthetics of design shall remain the right of Landlord, in its sole cost and expense, and the local governmental agencies having jurisdiction in such matters.

6.If Tenant is a tenant of a multi-sided freestanding buildings, its signage will be considered on an individual basis subject to Landlord’s criteria and city sign ordinances. Total sign area shall not exceed one square foot per lineal foot of leased frontage.

7.Signage for Major Tenants (5,000 square feet minimum with five or more locations) will be considered on an individual basis subject to Landlord’s approval and city sign ordinances.

C.GENERAL SPECIFICATIONS

1.Tenant signs on the sign fascia shall be of self illuminated individual channel letters which are shaped to the configuration of the Tenant sign copy and/or logo. Illuminated background cabinet or box signs will not be permitted.

2.Sign shall consist of metal channel letters with plexiglas face and internal neon tube illumination.

3.Projections above or below the sign panel are not permitted.

4.The width of Tenant’s graphics on the sign fascial shall not exceed seventy percent (70%) of the width of the store or shop. The base line of each letter is to be installed one foot up from the bottom of the sign band. The sign is to be centered horizontally on the sign band, unless specific Landlord approval is obtained.

5.Maximum vertical letter height is 20 inches for stores with 20 feet or greater frontage and 18 inches or less for stores with less than 20 feet frontage. Logo boxes shall be no larger in vertical height than the channel letter height. Logos shall only be permitted is approved by the local municipality and, in any event, shall only be permitted if they are a patented trademark of Tenant and shall not exceed 10% of sign area and shall be incorporated in total sign area. Major Tenants will be evaluated on an individual basis.

6.Signage may be applied to the inside glass storefront of a tenant space provided such signage does not cover more than 20% of the glass storefront, if permitted under current municipal code.

7.Location of all openings for conduits in building walls shall be indicated on sign drawings submitted to Landlord.

8.Except as provided herein, no restrictions are placed on style or position of graphics except that they shall be of good taste and design. Creative design is encouraged.

9.Tenants shall identification signs designed in a manner compatible with and complimentary to adjacent and facing storefronts and the overall design concept of the center.

10.Tenant shall be permitted to place upon its premises not more than 144 square inches of decal lettering indicating hours of business, emergency telephone numbers, etc.

11.Except as provided herein, no advertising placards, banners, pennants, insignia or other material shall be affixed or maintained upon the glass panes and supports of the show windows and doors or on the exterior walls of the building.

12.If tenant has a noncustomer door for receiving merchandise, Tenant may have uniformly applied 2-inch high block letters with Tenant’s name and address. Color of letter will be as selected by Landlord and will be consistent throughout the center.

REGENCY CENTERS	INITIAL HERE
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EXHIBIT C-1

SIGN CRITERIA

13.           No animated, flashing, audible, off-premise or vehicle signs are permitted.

14.           No exposed lamps, tubing or neon are permitted.

15.           No signs that encroach into the proximity of utilities are permitted.

16.           No exposed raceways, crossovers, conduits, conductors, transformers, etc., are permitted.

17.           Painted lettering is not permitted.

D.            CONSTRUCTION REQUIREMENTS

1.Tenant is responsible for the installation and maintenance of sign illumination.

2.Tenant is fully responsible for the operations of Tenant’s sign contractors.

3.Tenant’s sign contractor will repair any damage to center caused by same.

4.All penetrations of the building structure required by sign installation shall be sealed in a watertight and workmanlike condition and shall be patched to match adjacent finish.

5.Electrical conduit, junction boxes and the like are to be concealed.

6.Letter fasteners and clips are to be concealed and be of galvanized, stainless or aluminum metals.

7.No labels are permitted on the exposed surfaces of signs, except those required by local ordinance which shall be placed in an inconspicuous location.

8.Plastic surfaces are to be Rohm Hass Co. 3/16” Plexiglas as manufactured for outdoor advertising. Colors will be considered on an individual basis. Each sign shall contain one face color, unless Tenant is a Major Tenant, in which case color will be subject to the approval of Landlord and City.

9.All letters shall be fabricated using full welded construction.

10.3/4”trimcap retainers shall be used at the perimeter of all letters. Color of trimcap retainers is to match color of plex face.

11.Side returns to be minimum 5”. Color to be painted same color as plex face.

12.Tenant will be responsible for providing installation and connection of sign display and primary wiring at sign location stipulated by Landlord. All signs to be connected to “J” box provided by Landlord which is connected and controlled at Landlord’s house panel for uniform control of hours of illumination.

13.Internal illumination to be 30 mill-amp neon installation labeled in accordance with the “National Board of Fire Underwriters Specifications.”

14.Tenant shall be required to have any discrepancies and/or code violations corrected at Tenant’s expense. Any cod violations or discrepancies not corrected within 15 days of Tenant’s receipt of notice from Landlord may be corrected by Landlord at Tenant’s expense.

REGENCY CENTERS	INITIAL HERE
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EXHIBIT E

REQUIREMENTS AND RESTRICTIONS

Tenant:

1.   will not, without Landlord’s consent, conduct or permit to be conducted any auction, fire, bankruptcy or going-out-of-business sales, or similar type sale, in connection with the Premises; provided, however, that this provision shall not restrict the absolute freedom of Tenant to determine its own selling prices nor shall it preclude the conduct of periodic seasonal, promotional or clearance sales;

2.   will not use or permit the use of any apparatus for sound reproduction or transmission or of any musical instrument in such manner that the sounds so reproduced, transmitted or produced shall be audible beyond the interior of the Premises; will not utilize an advertising medium within the Shopping Center which can be seen, heard or experienced outside the Premises, including, but not limited to, flashing lights, searchlights, loudspeakers, phonographs, radio or television; will not display, paint or cause to be displayed, painted or placed, any handbills, bumper stickers or other advertising devises on any vehicle parked in the parking area of the Shopping Center; will not distribute, or cause to be distributed, in the Shopping Center any handbills or other advertising devices; and will not conduct or permit any activities that might constitute a nuisance;

3.   will keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the confines of the Premises; will not cause or permit strong, unusual, offensive or objectionable noise, odors, fumes, dust or vapors to emanate or be dispelled from the Premises; will not burn trash or store or permit accumulations of any trash, garbage, rubbish or other refuse outside of the Premises except in compactors or other receptacles approved by Landlord;

4.   will not load or permit the loading or unloading of merchandise, supplies or other property, nor ship, nor receive, outside the area and entrance designated therefor by Landlord from time to time; will not permit the parking or standing, outside of said area, of trucks, trailers or other vehicles or equipment engaged in such loading or unloading in a manner to interfere with the use of any Common Areas or any pedestrian or vehicular use and good shopping center practice; will use its best efforts to complete or cause to be completed all deliveries, loading, unloading and services to the Premises prior to 10:00 a.m. each day;

5.   will not paint or decorate any part of the exterior of the Premises, or change the architectural treatment thereof, or install any visible protective devices such as burglar bars or security shutters or window tinting, without first obtaining Landlord’s written approval; and will remove promptly upon order of Landlord any paint, decoration or protective device which has been applied to or installed upon the exterior of the Premises without Landlord’s prior approval, or take such other action with reference thereto as Landlord may direct;

6.   will keep the inside and outside of all glass in the doors and windows of the Premises clean; will not place or maintain any merchandise, vending machines or other articles in the vestibule or entry of the Premises, on the footwalks adjacent thereto or elsewhere on the exterior thereof; will maintain the Premises at its own expense in a clean, orderly and sanitary condition and free of insects, rodents, vermin and other pests; and will keep refuse in proper containers on the interior of the Premises until removed from the Premises;

7.   will comply (at its sole cost and expense) with all laws, rules, regulations, orders and guidelines now or hereafter in force relating to or affecting the use, occupancy, alteration or improvement of the Premises, including parking requirements (“Laws”) and will not use or permit the use of any portion of the Premises for any unlawful purpose or in violation of any recorded covenants, conditions and restrictions affecting the Shopping Center;

8.   will not place, permit or maintain on the exterior walls or roof of the Premises any sign, advertising matter, decoration, lettering, insignia, emblems, trademark or descriptive material (herein called “Signs”) and will not permit any Signs to remain or be placed on any window or door of the Premises unless the same have been approved in writing by Landlord; and will maintain any and all Signs as may be approved in good condition and repair at all times, Landlord reserving the right to do so at Tenant’s expense if Tenant fails to do so after five (5) days’ notice from Landlord; Tenant acknowledges that it will install its approved Signs within thirty (30) days from date of possession of the Premises;

9.   will keep the display windows in the Premises electrically lighted and any and all electric signs lighted during all other periods that a majority of tenants are open for business in the Shopping Center; and

10.    will not use the sidewalks adjacent to the Premises, or any other space outside of the Premises, for the sale or display of any merchandise or for other business, occupation or undertaking.

REGENCY CENTERS	INITIAL HERE
	/s/ [ILLEGIBLE]
	/s/ [ILLEGIBLE]

EX-10.33

Exhibit 10.33

Roosevelt Avenue Corp

to

Wilshire State Bank

Agreement of Lease

Premises:

150-24 Northern Blvd., Flushing, New York

THIS LEASE AGREEMENT (“Lease”) made as of this 2nd day of September, 2008 between Roosevelt Avenue Corp., a New York corporation having its address at 30-50 Whitestone Expressway, Suite 201, Flushing, New York (“Landlord”) and Wilshire State Bank, a California banking corporation having its office at 3200 Wilshire Blvd., Los Angeles, California 90010 (“Tenant”).

WITNESSETH:

1.     Premises: Landlord hereby Leases to Tenant and Tenant hereby Leases from Landlord, the Premises known as 150-24 Northern Blvd., Unit G4, Flushing, New York (the “Premises”), shown as Exhibit “A” attached hereto. In addition, Landlord grants to Tenant the right to use, on a non-exclusive basis and in common with other tenants, the Common Areas.

2.     Term: This Lease is for a term of TEN (10) years (or until such term shall otherwise cease or expire as hereinafter provided). Landlord and Tenant expressly covenant that the term of this Lease shall commence on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall end on the Expiration Date. If Landlord does not tender possession on the Premises to Tenant on or before any specified date, for any reason whatsoever, Landlord shall not be liable for any damage thereby, this Lease shall not be void or voidable thereby, and the Term shall not commence until Landlord tenders possession of the Premises to tenant. Landlord shall be deemed to have tendered possession of the Premises to Tenant upon the giving of notice by Landlord to Tenant stating that the Premises are vacant, in the condition required by this Lease and available for Tenant’s occupancy. No failure to tender possession of the Premises to Tenant on or before specified date shall affect any other obligations of Tenant hereunder. There shall be no postponement of the Commencement Date (or the Rent Commencement Date) for (i) any delay in the delivery of possession of the Premises which results from any Tenant Delay or (ii) any delay by Landlord in the performance of any Punch List Items relating to Landlord’s Work. Once the Commencement Date is determined, Landlord and Tenant shall execute an agreement stating the Commencement Date, Rent Commencement Date and Expiration Date, but the failure to do so will not affect the determination of such dates. For purposes of determining whether Tenant has accepted possession of the Premises, Tenant is deemed to have possession if (i) Tenant receives the “lock and key” to the premises; (ii) Tenant has an access and has the control over the premises; (iii) Tenant moves Tenant’s property into the premises; or (iv) any of Tenant’s agents, personnel or contractor begins work within the premises.

3.     Use: The Premises shall be solely used for the operation of bank and banking related business and for no other purposes unless approved in writing by Landlord. Tenant shall have a right to install ATM machines within the demised Premises with Landlord’s prior approval for the location, provided that such use is in accordance with the Certificate of Occupancy for the Premises and for no other purpose.

The permitted use stated herein authorized by the Landlord shall not be construed to be a waiver of any and all licenses or permits that the Tenant must receive from various government and/or private organizations. Failure by Tenant to receive such licenses or permits shall be considered a default of this Lease and this Lease will be immediately terminated.

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4.     Rent: During the term hereof Tenant shall pay to Landlord at the office of Landlord, without set off or deduction for any reason whatsoever, monthly, on the first day of each and every month in advance, the following rental rates (“Fixed Rent”), except that the first month’s rent shall be paid on the execution hereof:

Year	Period	Monthly Rent		Annual Rent
1	12/20/08 –12/19/09	$	13,000.00	$	156,000.00
2	12/20/09 –12/19/10	$	13,390.00	$	160,680.00
3	12/20/10 – 12/19/11	$	13,791.70	$	165,500.40
4	12/20/11 –12/19/12	$	14,205.45	$	170,465.40
5	12/20/12 –12/19/13	$	14,631.61	$	175,579.32
6	12/20/13 –12/19/14	$	15,070.56	$	180,846.72
7	12/20/14 –12/19/15	$	15,522.68	$	186,272.16
8	12/20/15 –12/19/16	$	15,988.36	$	191,860.32
9	12/20/16 –12/19/17	$	16,468.01	$	197,616.12
10	12/20/17 –12/19/18	$	16,962.05	$	203,544.60

(a)The Lease Commences from the date of execution of this Lease and Landlord provides three month fixed rent abatement to Tenant starting from the date of Lease Commencement and thus, the rent is payable on Rent Commencement date; all additional rents including, without limitation, operating expense charges other than the fixed rent are due and payable from the Lease commencement date; furthermore, the Landlord shall give additional rent abatement up to three month if the tenant is unable to obtain necessary permits despite its best efforts to obtain such permits due to existing violations, if any, against to the Premises.

(b)If the Rent Commencement Date is not the first day of a month, then on the Rent Commencement Date Tenant shall pay proportioned Fixed Rent for the period from the rent Commencement Date through the last day of such month.

(c)All Fixed Rent and Additional Rent (collectively hereinafter referred to as “rent”) shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate.

5.  Additional Rent

(a)Taxes: Tenant shall pay to Landlord Five (5%) of any and all real estate taxes assessed to the building located at 150-24 Northern Blvd., Unit G4, Flushing, New York, Block 5032 and Lot 16 within which the Premises is located starting from fiscal year of 2009/2010. The term “real estate taxes” or “taxes” when used in this Article shall also include assessments, Business Improvement District Charges (“Bid”) and any other charge or levy which shall be a

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4.     Rent: During the term hereof Tenant shall pay to Landlord at the office of Landlord, without set off or deduction for any reason whatsoever, monthly, on the first day of each and every month in advance, the following rental rates (“Fixed Rent”), except that the first month’s rent shall be paid on the execution hereof:

Year	Period	Monthly Rent		Annual Rent
1	8/1/08 – 7/31/09	$	13,000.00	$	156,000.00
2	8/1/09 – 7/31/10	$	13,390.00	$	160,680.00
3	8/1/10 – 7/31/11	$	13,791.70	$	165,500.40
4	8/1/11 – 7/31/12	$	14,205.45	$	170,465.40
5	8/1/12 – 7/31/13	$	14,631.61	$	175,579.32
6	8/1/13 – 7/31/14	$	15,070.56	$	180,846.72
7	8/1/14 – 7/31/15	$	15,522.68	$	186,272.16
8	8/1/15 – 7/31/16	$	15,988.36	$	191,860.32
9	8/1/16 – 7/31/17	$	16,468.01	$	197,616.12
10	8/1/17 – 7/31/18	$	16,962.05	$	203,544.60

(a)The Lease Commences from the date of execution of this Lease and Landlord provides three month fixed rent abatement to Tenant starting from the date of Lease Commencement and thus, the rent is payable on Rent Commencement date; all additional rents including, without limitation, operating expense charges other than the fixed rent are due and payable from the Lease commencement date; furthermore, the Landlord shall give additional rent abatement up to three month if the tenant is unable to obtain necessary permits despite its best efforts to obtain such permits due to existing violations, if any, against to the Premises.

(b)If the Rent Commencement Date is not the first day of a month, then on the Rent Commencement Date Tenant shall pay proportioned Fixed Rent for the period from the rent Commencement Date through the last day of such month.

(c)All Fixed Rent and Additional Rent (collectively hereinafter referred to as “rent”) shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate.

5.  Additional Rent

(a)    Taxes: Tenant shall pay to Landlord Five (5%) of any and all real estate taxes assessed to the building located at 150-24 Northern Blvd, Unit G4. Flushing, New York, Block 5032 and Lot 16 within which the Premises is located starting from fiscal year of 2009/2010. The term “real estate taxes” or ‘“taxes” when used in this Article shall also include assessments, Business Improvement District Charges (“Bid”) and any other charge or levy which shall be a

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charge upon the realty as such. A copy of real estate tax bill issued form a government and/or government agencies, which has jurisdiction over this property, shall suffice as evidence to prove the real estate tax amount for any given fiscal tax year.

(b)  Operating Expenses: Tenant shall pay to Landlord eleven and a half (11.5%) percent of the monthly Fixed Rent as Operating Expense for the Building which includes, without limitation, common area electricity charges and water and sewer charges, overall building and parking lot maintenance fees and expenses.

(i)            Sprinklers: The sprinkler system in the Premises is part of a sprinkler system in other premises. Tenant shall pay NONE of all costs related to the entire sprinkler system, including but not limited to, the cost of sprinkler alarm and supervisory service, inspections and tests, whenever such tests are required by contract, by an insurance rating or service organization, by the Fire Department or any other governmental authority or by law. Tenant shall also pay NONE of the cost of repairs and replacements to said entire sprinkler system; provided however, that if any such repair or replacement, wherever it occurs, is caused by Tenant’s act or omission, or the act or omission of Tenant’s employees, agents, invitees, licensees or contractors, Tenant shall pay the entire cost of such repair or replacement, irrespective of the cost. All payments to be made pursuant to this Article shall be deemed additional rent and shall be paid to Landlord when Tenant receives a bill therefor.

(ii)           Parking Space: Landlord shall at least reserve three (3) parking spaces during the Tenant’s normal business hours strictly for the use of Tenant’s customers.

(iii)          Utilities and Cleaning:  (a) Tenant shall pay the entire cost to heat, cooland light of the demised Premises as well as for all electricity, gas and other energy used by Tenant. Tenant shall not permit the temperature in the Premises to fall below freezing and shall keep the plumbing and water lines in the Premises, exposed and unexposed, from freezing; (b) Tenant shall, at Tenant’s expense, keep the Premises, including the windows, clean, and in order and free from vermin and if the Premises are situated on the ground floor, Tenant shall keep the adjacent sidewalks clean and free from rubbish, refuse, snow, ice, mud and debris, if applicable. Tenant, at Tenant’s expense shall independently contract for the removal of Tenant’s refuse and rubbish.

(iv)          Tenant shall install a separate sub-meter for water, sewer, gas, electricityor any other utility at Tenant’s own cost and solely responsible to pay such bills in a timely manner and it is deemed Additional Rent.

(c)   Charges for real estate tax increases, assessments, sewer and water charges and other operating expenses shall constitute additional rent. Tenant shall pay such charges promptly after Landlord renders a bill therefor. Whenever any assessment is payable in installments, Tenant shall be responsible to pay for only those installments falling due within the term of this Lease or any extended term.

6.    Security: (a) Tenant has deposited with Landlord the sum of NONE as security in a non-interest bearing account for the faithful performance and observance by Tenant of the terms,

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provisions and conditions of this Lease; this money is not required to be deposited in a separate bank account but can be deposited in the Landlord’s general bank account and commingled with other monies within the account; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this Lease, including but not limited to, any damages or deficiencies in the re-letting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the Premises to Landlord. In the event of a sale of the land and building or leasing of the building of which the Premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the new owner of the building or building lessee solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new owner of the building or building lessee. Tenant further covenants that it will not assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

(b) Additional Security: Intentionally omitted

7.     Repairs: (a) Tenant, at Tenant’s sole cost and expense, shall take good care of the Premises and the equipment, fixtures, systems and appurtenances thereof, and keep, put and maintain the same, and every part thereof, together with any and all alterations, additions and improvements thereto, in good repair and condition and make and do all repairs, alterations, additions or changes of any and every kind and nature that may be necessary or be required to the Premises, including, without limitation, its plumbing (including water meters), heating, cooling and electrical systems and said ‘systems’ pipes and lines and the doors, floors, windows and the equipment, fixtures and appurtenances, therein whether the same be ordinary, extraordinary, foreseen or unforeseen, or of any other nature and Tenant shall, in the event anything is required to be replaced, at Tenant’s sole cost and expense, replace and renew the same with like kind and quality so that at all times the Premises shall be in thoroughly good order and repair. Tenant shall keep the roof and roof drains free from debris.

(b)    Notwithstanding anything to the contrary set forth in paragraph (a) of this Article, Landlord shall repair roof leaks and shall make structural repairs to the exterior walls and load-bearing members of the Premises. Landlord shall not be required to make any repair or replacement under this paragraph (b) unless Tenant has given notice to Landlord of the necessity therefor. Tenant, not Landlord, shall make all roof repairs arising out of the penetration of the roof by Tenant’s improvements including, but not limited to, vents, fans and Tenant’s HVAC systems, anything to the contrary in this paragraph or Lease notwithstanding.

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(c)    If any repair or replacement required to be made by Landlord under paragraph (b) of this Article is necessitated by the act or omission of Tenant, its agents, employees, invitees, licensees or contractors or by trespassers, Tenant shall be responsible to make and pay for such repair or replacement. Landlord’s sole obligation for repairs and replacements shall be as set forth in paragraph (b) of this Article and in the case of fire or other casualty as set forth in Article 41. All other repairs and replacements shall be made by Tenant.

(d)    Except as specifically set forth in Article 39 or elsewhere in this Lease, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord’s, Tenant’s or others’ making or failing to make any repairs, alterations, additions or improvements in or to any portion of the building or the Premises or in and to the fixtures, appurtenances or equipment thereof. The provisions of this Article 7 with respect to the making of repairs shall not apply in the case of fire or other casualty with regard to which Article 10 hereof shall apply.

(e)    The Tenant shall promptly replace any and all broken glass with the original style and color on the premises at its own cost and expense. The Tenant may maintain and pay for plate glass insurance on said premises; but in the absence of any such insurance, the Tenant shall remain liable for any damage to the glass occurring in the demised premises during the term of this Lease or any extension or renewal thereof

8.      Alterations: (a) Tenant may, at Tenant’s sole cost and expense, make nonstructural alterations, changes, additions and improvements (collectively, “alterations”) to the building on the Premises provided that the same shall not affect utility services, or plumbing and electrical lines and, in the aggregate, shall not exceed the sum of $2,000 in any twelve (12) month period. In the event the estimated cost for such alterations shall exceed such sum, Tenant shall obtain Landlord’s written consent thereto which may be withheld by Landlord for any reason or no reason.

(b)     Tenant shall, at its expense, before making any alterations obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall promptly deliver duplicates of the same to Landlord.

(c)     Tenant shall carry, and will cause its contractors and sub-contractors to carry, such workman’s compensation, general liability, personal and property damage insurance as Landlord may require and landlord shall be an additional insured.

(d)     All alterations, fixtures and all paneling, partitions, railings and like installations, installed at the Premises at any time either by Tenant or by Landlord on Tenant’s behalf, shall, upon installation, become the property of Landlord and shall remain upon and be surrendered with the Premises unless Landlord, by notice to Tenant no later than twenty (20) days prior to the date fixed as the termination of this Lease, elects to relinquish Landlord’s right thereto and to have them removed by Tenant, in which event the same shall be removed from the Premises by Tenant prior to the expiration of the Lease at Tenant’s expense. Nothing in this Article shall be

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construed to give Landlord title to or to prevent Tenant’s removal of trade fixtures, moveable office furniture and equipment, but upon removal of any such from the Premises or upon removal of other installations as may be required by Landlord, Tenant shall immediately and at its expense, repair and restore the Premises to the condition existing prior to installation and repair any damage to the Premises or the building due to such removal.  All property permitted or required to be removed by Tenant at the end of the term remaining in the Premises after Tenant’s removal shall be deemed abandoned and may, at the election of the Landlord, either be retained as Landlord’s property or sold, stored, destroyed or removed from the Premises by Landlord without any obligation on the part of Landlord to account for same. Tenant shall pay to Landlord the cost incurred by Landlord in removing, selling, storing, destroying or otherwise disposing of any such personal property.

9.   Mechanic’s Liens: If any mechanic’s lien is filed against the Premises or the building of which the same forms a part, for work claimed to have been done for, or materials furnished to, Tenant, whether or not done pursuant to Article 5, the same shall be discharged by Tenant within thirty (30) days thereafter, at Tenant’s expense, by filing the bond required by law or otherwise.

10.   Assignment, Sublease and Mortgage: (a) Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor permit the Premises or the building of which the Premises form a part to be encumbered, nor underlet or suffer or permit the Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance; nor shall Tenant enter into or permit any transaction or series of transactions which, directly or indirectly result in a change of control of Tenant or any person or entity which, directly or indirectly controls Tenant without the prior written consent of Landlord in eachinstance. For the purposes of this paragraph, the term “control” shall mean, with respect to: (i) a corporation, ownership or voting control, directly or indirectly, of at least fifty (50%) percent of all the voting stock, (ii) a partnership, limited liability company or joint venture, ownership, directly or indirectly, of at least fifty (50%) percent of all the general or other partnership or voting membership interests; and (iii) any other entity, ownership, directly or indirectly of at least fifty (50%) percent of all the equity or other beneficial interests therein, or with respect to a corporation, partnership, limited liability company, joint venture or other entity, the power to direct the management and policies of such entities. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by any person or entity other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting.

(b)    During the term of this Lease Tenant shall permit inspections of the Premises by or on behalf of existing or prospective mortgagees or purchasers. During the one year immediately preceding the expiration date of this Lease Tenant shall permit access to the Premises by

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prospective tenants and shall permit Landlord to post “To Let” or “For Sale” signs. Such inspections shall be at reasonable times during normal business hours and upon reasonable prior notice to Tenant, which may be oral.

11.  Insurance: (a) Tenant, at its sole cost, during the entire term of this Lease, shall keep in force comprehensive general liability insurance, including contractual liability insurance, protecting Landlord, its partners, members, officers, directors, stockholders and employees and Tenant as insured in the minimum amount of FIVE MILLION ($5,000,000.00) Dollarscombined single limit for personal injury, death and property damage occurring on, in or about the Premises and any sidewalks, streets, alleyways, passageways and parking areas adjoining or appurtenant to the Premises. A certificate evidencing workers compensation coverage and proper endorsements shall be provided by Tenant in advance of any construction or alteration.

(d)           All insurance policies shall include a full coverage for plate glass, with a total replacement cost including parts and labor.

(e)           All insurance policies shall include Loss of Rent for Landlord.

(f)            All insurance policies mentioned in this Article shall be written by good and solvent insurance companies authorized to do business in New York State. Tenant shall provide Landlord with a certificate of said general liability insurance duly executed by an authorized agent of the insurance company upon the execution and delivery of this Lease to Landlord and a copy of said insurance policy within sixty (60) days after the execution and delivery of this Lease. Said policy shall provide that such insurance shall not be cancelable unless at least thirty (30) days’ notice of cancellation in writing is given to Landlord. The certificate and policy shall contain no language exculpating the carrier from giving the required notice to Landlord.

(g)           If Tenant fails to comply with the provisions of this Article. Landlord may, at its option, and in addition to all other remedies it may have, procure such insurance for its own benefit, in which event the premiums for such insurance shall be chargeable to Tenant as additional rent, payable when Landlord submits a bill therefor

(h)           Tenant shall furnish the Certificate of insurance, with Landlord as anAdditional insured, at the execution of this Agreement.

12.    Occupancy: Tenant will not at any time use or occupy the Premises in violation of the certificate of occupancy issued for the building of which the Premises are a part. Tenant has inspected the Premises and accepts them as is, subject to any work required to be done by Landlord. In any event, Landlord makes no representation as to the condition of the Premises or the building and Tenant agrees to accept the Premises subject to violations whether or not of record. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business, Tenant shall be responsible for and shall procure and maintain such license or permit.

13.    Joint & Several Liability:  Intentionally omitted.

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14.   Landlord’s Consent: (a) Notwithstanding Article 12, Tenant, in connection with a bona fide sale of majority control of Tenant’s issued and outstanding voting stock, or if Tenant is not then a corporation, in connection with the bona fide sale of majority control of Tenant’s entity, or a bona fide sale of the bulk of Tenant’s assets, may assign this Lease to the purchaser of such stock, control or assets, as the case may be, provided that written consent to such assignment is obtained from Landlord, which consent shall not be unreasonably withheld or delayed. Request for such consent shall be in writing, made at least thirty (30) days before the commencement of the proposed assignment and shall be accompanied by a duplicate original of the proposed assignment and an assumption by the proposed assignee of all of the terms and provisions of this Lease.

(b)   The Landlord’s consent shall be conditioned on the following:

(i)In addition to the security then being held by Landlord, two month’s Fixed Rent shall be deposited with Landlord, at the prevailing rental rate at the time request for consent to the assignment is submitted to Landlord. (The security shall be held under the provisions of paragraph 29(a) hereof or if consent to the assignment is refused by Landlord, such sum shall be returned to the assignee.)

(ii)Tenant shall furnish such documents, including financial statements of the proposed assignee, and such information pertaining to the assignee as Landlord shall reasonably require.

(iii)The Landlord’s consent to the assignment shall not be deemed consent to any further or other assignment or subletting and each assignment shall so provide.

(iv)The Tenant shall not be in default under the Lease at the time of requesting consent or at the time of the commencement of the assignment. In the event Landlord shall refuse consent because of Tenant’s default, Landlord shall notify Tenant of the nature of the default.

(v)The reasonable cost of Landlord’s attorney’s fees and any other costs incurred by Landlord in connection with such assignment shall be paid to Landlord or its attorney, on demand.

(vi)The Assignee shall make an additional two (2) month security deposit with Landlord.

(vii)If Landlord shall decline to give’ its consent to any proposed assignment, Tenant shall indemnify, defend and hold harmless the Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable legal fees) resulting from any claims that may be made against Landlord by the proposed assignee, brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment.

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15.  Signage: Tenant shall not, without Landlord’s prior written consent, place or erect any signs of any nature on the exterior part of the Premises or the building of which it is a part, or the sidewalk adjoining said building or upon the roof except that Tenant’s name may appear on the door of the Premises. Tenant shall install no more than THREE (3) signs on the exterior part of the building and ONE (1) sign infront of the demised Premises within the building. No property of the Tenant shall be placed on the roof of the building which is reserved exclusively for the use of Landlord or Landlord’s designees, anything to the contrary set forth in this Lease notwithstanding. Landlord shall have the right to erect, or cause to be erected, signs on the roof of the building. Access to the roof by Landlord, its agents and contractors shall be permitted by Tenant. All exterior signage shall be in accordance and congruence to the Landlord’s approved design and specification, including color, size and placement. Tenant is solely responsible to obtain permits and licenses prior to installing signs from any and all local government authorities and upon Landlord’s demand such permits and licenses must be provided to Landlord. Any violations or summons issued in connection with the signs are strictly Tenant’s responsibility and if Landlord incurs any costs and expenses including, without limitation, reasonable attorney fees to resolve such matters, then such costs and expenses shall become an Additional Rent and it becomes due and payable upon Landlord’s presentment to Tenant.  In addition, all building directory, window (plate glass signage), and exterior building signage shall be made by the Landlord’s preapproved vendor and shall be bill directly to Tenant, including the parts and labor. Tenant is responsible to remove all signs upon expiration of the lease or renewal of lease.

16.  Heating, Ventilation and Air Conditioning: Tenant shall furnish or cause to be furnished to the Premises the equipment only for heating, ventilation and air-conditioning (“HVAC”). Tenant at tenant’s sole expense, shall be responsible for the installation of the HVAC System. Landlord shall have access to all air-conditioning, fan, ventilating and machine rooms and electrical closets and all other mechanical installations (collectively, “Mechanical Installation”), and Tenant shall not construct partitions or other obstructions which may interfere with Landlord’s access thereto or the moving of Landlord’s equipment to and from the Mechanical Installations. Tenant shall not at any time enter the Mechanical Installations or tamper with, adjust, or otherwise affect such Mechanical Installations. Landlord shall not be responsible if the HVAC System fails to provide cooled or heated air, as the case may be, to the Premises. Tenant shall install, if missing, blinds or shades on all windows, which blinds and shades shall be subject to Landlord’s approval, and shall keep all of the operable windows in the Premises closed, and lower the blinds when necessary because of the sun’s position, whenever the HVAC System is in operation or as and when required by any Requirement. Tenant shall cooperate with Landlord and shall abide by the rules and regulations which Landlord may reasonably prescribe for the proper functioning and protection of the HVAC System. Finally, the HVAC System shall be periodically maintained and serviced by the Landlord’s preapproved vendor at the Tenant’s own cost. Landlord, at its election, may bill directly to Tenant for its proportionate share of the maintenance and operating cost of the HVAC System.

17.  End of Term: Upon the expiration or other termination of the term of this Lease, Tenant shall quit and surrender to Landlord the Premises, vacant, broom clean, in good order and condition, reasonable wear and tear and damage by fire or other casualty excepted and, subject to the provisions of Article 5, Tenant shall remove all its property from the Premises.  Tenant’s

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obligation to observe and perform this covenant shall survive the expiration or other termination of this Lease.

18.  Bills and Notices: Except as otherwise in this Lease provided, a bill, statement, notice or communication which Landlord may desire or be required to give to Tenant, shall be deemed sufficiently given or rendered if, in writing, delivered to Tenant personally or sent by certified or registered mail addressed to Tenant at the building of which the Premises form a part or at the last known residence address or business address of Tenant or left at any of the aforesaid premises addressed to Tenant, and the time of rendition of such bill or statement and of the giving of such notice or communication shall be deemed to be the time when the same is delivered to Tenant, mailed or left at the Premises as herein provided. Any notice by Tenant to Landlord must be served by certified or registered mail addressed to Landlord at the address first hereinabove given or at such other address as Landlord shall designate by written notice.

19.  Late Payment: If Tenant fails to make payment of Fixed Rent by the tenth (10th) day of the month in which such rent is due or fails to pay any item of Additional Rent within ten (10) days of the due date, Tenant shall pay, as additional rent, a service charge to defray the cost incidental to handling such delinquent payment equal to $250.00 for an administrative fee plus five (5%) percent of the amount of the delinquent payment. Said charge shall be paid when the next succeeding monthly rent shall fall due. The imposition of such charge shall be in addition to all of Landlord’s rights and remedies hereunder in the event of Tenant’s default.

20.  Inability to Perform: This Lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed shall not be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease or to supply or is delayed in supplying any service expressly or impliedly to be supplied or is delayed in making any repair, additions, alterations or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strike or labor troubles or any cause whatsoever beyond Landlord’s sole control including, but not limited to, government preemption in connection with a national emergency or by reason of any rule, order or regulation of any department or subdivision thereof of any government agency or by reason of the condition of supply and demand which have been or are affected by war or other emergency.

21.  No Waiver: The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of any covenant or condition of this Lease, shall not prevent a subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. The receipt by Landlord of rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach and no provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or

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payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy in this Lease provided. All checks tendered to Landlord as and for the rent of the Premises shall be deemed payments for the account of Tenant. Acceptance by Landlord of rent from anyone other than Tenant shall not be deemed to operate as an attornment to Landlord by the payor of such rent or as consent by Landlord to an assignment or subletting by Tenant of the Premises to such payor, or as a modification of the provisions of this Lease. No act or thing done by Landlord or Landlord’s agents during the term hereby demised shall be deemed an acceptance of a surrender of said Premises and no agreement to accept such surrender shall be valid unless in writing signed by Landlord. No employer of Landlord or Landlord’s agent shall have any power to accept the keys of said Premises prior to the termination of the Lease and the delivery of keys to any such agent or employee shall not operate as a termination of the Lease or a surrender of the Premises.

22.  Remedies of Landlord and Waiver of Redemption: In case of any such default, re-entry, expiration and/or dispossess by summary proceedings or otherwise, (a) the rent, and additional rent, shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, (b) Landlord may re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms, which may at Landlord’s option be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease and may grant concessions or free rent or charge a higher rental than that in this Lease, (c) Tenant or the legal representatives of Tenant shall also pay Landlord as liquidated damages for the failure of Tenant to observe and perform said Tenant’s covenants herein contained, any deficiency between the rent hereby reserved and or covenanted to be paid and the net amount, if any, of the rents collected on account of the subsequent Lease or Leases of the Premises for each month of the period which would otherwise have constituted the balance of the term of this Lease. The failure of Landlord to re-let the Premises or any part thereof shall not release or affect Tenant’s liability for damages. In computing such liquidated damages there shall be added to the said deficiency such expenses as Landlord may incur in connection with re-letting, such as legal expenses, attorneys’ fees, brokerage, advertising and for keeping the Premises in good order or for preparing the same for re-letting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent day specified in this Lease and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord, in putting the Premises in good order or preparing the same for re-rental may, at Landlord’s option, make such alterations, repairs, replacements, and/or decorations in the Premises as Landlord, in Landlord’s sole judgment considers advisable and necessary for the purpose of re-letting the Premises, and the making of such alterations, repairs replacements, and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or in the event that the Premises are re-let, for failure to collect the rent thereof under such re-letting, and in no event shall Tenant be entitled to receive any excess, if any, of such net rents collected over the sums payable by Tenant to Landlord hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in

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equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws.

23.  Fees and Expenses: If Tenant shall default in the observance or performance of any term or covenant on Tenant’s part to be observed or performed under or by virtue of any of the terms or provisions in any Article of this Lease, then, unless otherwise provided elsewhere in this Lease, Landlord may immediately or at any time thereafter and without notice perform the obligation of Tenant thereunder. If Landlord, in connection with the foregoing or in connection with any default by Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs any obligations for the payment of money, including but not limited to attorney’s fees, in instituting, prosecuting or defending any action or proceedings, then Tenant will reimburse Landlord for such sums so paid or obligations incurred with interest and costs. The foregoing expenses incurred by reason of Tenant’s default shall be deemed to be additional rent and shall be paid by Tenant to Landlord within five (5) days of rendition of any bill or statement to Tenant therefor. If Tenant’s Lease term shall have expired at the time of the making of such expenditures or incurring such obligations, such sums shall be recoverable by Landlord as damages.

24.  Default: (1) If Tenant defaults in fulfilling any of the covenants of this Lease other than the covenants for the payment of rent or additional rent; or if the Premises become vacant or deserted or if this Lease is rejected under the Bankruptcy Code or if any execution or attachment shall be issued against Tenant or against Tenant’s property whereupon the Premises shall be taken or occupied by someone other than Tenant; or if Tenant shall have failed, after five (5) days’ written notice, to redeposit with Landlord any portion of the security deposited hereunder which Landlord has applied to the payment of any rent or additional rent due and payable hereunder; then in any one or more of such events, upon Landlord’s serving a written five (5) days’ notice upon Tenant specifying the nature of such default and upon the expiration of such five (5) days if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of such a nature that the same cannot be completely cured or remedied within said five (5) day period, and if Tenant shall not have diligently commenced curing such default within such five (5) day period, and shall not thereafter with reasonable diligence and in good faith, proceed to remedy or cure such default, then Landlord may serve a written three (3) days’ notice of cancellation of this Lease upon Tenant, and upon the expiration of said three (3) days, this Lease and the term thereunder shall end and expire as fully and completely as if the expiration of such three (3) day period were the day herein definitely fixed for the end and expiration of this Lease and the term thereof and Tenant shall then quit and surrender the Premises to Landlord but Tenant shall remain liable as hereafter provided.

(2)  If the notice provided for in Section (1) hereof shall have been given, and the term shall expire as aforesaid; or if Tenant shall default in the payment of the rent reserved herein or in any item of additional rent herein mentioned or any part of either or in making any other payment herein required; then and in any of such events, Landlord may, without notice, re-enter the Premises either by force or otherwise, and dispossess Tenant by summary proceedings otherwise, and the legal representative of Tenant or other occupant of the Premises and remove their effects and hold the Premises as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end.  If

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Tenant shall make default hereunder prior to the date fixed as the commencement of any renewal or extension of this Lease, Landlord may cancel and terminate such renewal or extension agreement by written notice.

25.  Transfer After Bankruptcy: (a) If this Lease is assigned to any person or entity pursuant to Title 11 of the U.S. Code (the “Bankruptcy Code”), all consideration payable in connection with such assignment shall belong to Landlord.

(b)  If Tenant assumes this Lease and proposes to assign the same under the provisions of the Bankruptcy Code to a person or: legal entity making a bona fide offer to accept an assignment, Tenant shall give notice to Landlord stating (i) the name and address of the proposed assignee, (ii) the terms and conditions of the offer, (iii) the assurance of future performance of the proposed assignee under this Lease, including the assurance to be provided under §365(b)(3) of the Bankruptcy Code as the same may be amended. Such notice shall be given not earlier than twenty (20) days before Tenant makes application to the court for approval or authority for the making of such assignment and Landlord shall have the right within ten (10) days after receipt of such notice to accept the assignment upon the same terms and conditions but less any brokerage commission payable out of the consideration for the assignment.

26.  Access to Premises: (a) Landlord or Landlord’s agents shall have the right (but shall not be obligated) to enter the Premises in any emergency at any time and at other reasonable times to examine same and to make such repairs, replacements and improvements as Landlord may deem necessary or desirable to any portion of the building or which Landlord may elect to perform in the Premises after Tenant’s failure to make repairs or perform any work which Tenant is obligated to perform under this Lease, or for the purpose of complying with laws, regulations and other directions of governmental authorities. Tenant shall not be entitled to any abatement of rent while such work is in progress nor to any damage by reason of loss or interruption of business or otherwise.

(b)    If at any time entry to the Premises shall be necessary for the inspection or protection of the property or in the event of an apparent abandonment of the property by Tenant, and entry cannot be obtained by Landlord or its agents during reasonable hours, Landlord or its agents shall have the right to enter same by force or otherwise without rendering Landlord liable for damages and without such entry constituting a trespass.

(c)    The provisions of this Article are not to be construed as an increase of Landlord’s obligations under this Lease or to impose any obligation upon the Landlord, nor shall the making of any repairs by Landlord be deemed a waiver of Landlord’s rights arising out of Tenant’s defaults; in the event of such default repairs shall be made for the account and at the expense of Tenant and shall be billed as additional rent to the Tenant.

27.     No Representations by Landlord: Neither Landlord nor Landlord’s agents have made any representation or promises with respect to the physical condition of the building, the land upon which it is erected or the Premises, the rents, Leases, expenses of operation or any other matter or thing affecting or related to the Premises or the building except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or

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otherwise except as expressly set forth in the provisions of this Lease. Tenant has inspected the building and the Premises and is thoroughly acquainted with their condition and agrees to take same “as is” on the date possession is tendered and acknowledges that the taking of possession of the Premises by Tenant shall be conclusive evidence that the said Premises and the building of which the Premises form a part were in good and satisfactory condition at the time such possession was so taken. All understandings and agreements heretofore made between the parties hereto are merged in this contract, which alone fully and completely expresses the agreement between Landlord and Tenant and any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.

28.  Building Alterations and Management: Landlord shall have the right at any time without the same constituting an eviction and without incurring liability to Tenant therefor, to change the arrangement and or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the building and to change the name, number or designation by which the building may be known. There shall be no allowance to Tenant for diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord’s or other Tenant’s making any repairs in the building or any such alterations, additions or improvements. Further-more, Tenant shall not have any claim against Landlord by reason of Landlord’s imposition of any controls of the manner of access to the building by Tenant’s social or business visitors as the Landlord may deem necessary for the security of the building or its occupants.

29.  Quiet Enjoyment: Landlord covenants and agrees with Tenant that upon Tenant’s paying the rent and additional rent and observing and performing all the terms, covenants and conditions on Tenant’s part to be observed and performed Tenant may peaceably and quietly enjoy the Premises hereby demised, subject nevertheless to the terms and conditions of this Lease including but not limited to, Article 39 hereof and to the ground Leases, if any, underlying Leases, if any, and mortgages, if any, hereinbefore mentioned.

30.  Failure to Give Possession: If Landlord is unable to give possession of the Premises on the date of the commencement of the term hereof because of the holding over or retention of possession of any tenant, undertenant or occupants or if the Premises are located in a building being constructed, because such building has not been sufficiently completed to make the Premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured or if Landlord has not completed any work required to be performed by Landlord, or for any other reason. Landlord shall not be subject to any liability for failure to give possession on said date and the validity of the Lease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the term of this Lease, but the rent payable hereunder shall be abated (provided Tenant is not responsible for Landlord’s inability to obtain possession or complete any work required) until after Landlord shall have given Tenant notice that the Premises are substantially ready for Tenant’s occupancy. If permission is given to Tenant to enter into the possession of the Premises or to occupy premises other than the Premises prior to the date specified as the commencement of the term of this Lease, Tenant covenants and

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agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease, except as to the covenant to pay rent. The provisions of this Article are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

31.  Brokerage: Tenant represents and warrants that it dealt with no broker, real estate salesperson, finder or the like (collectively, “broker”) in connection with this leasing. Tenant hereby indemnifies and saves harmless the Landlord against any loss from claims for brokerage commissions and expenses arising out of Tenant’s acts involving any other broker. Such expenses shall include, but not be limited to, legal fees incurred by Landlord in defending any such claim. Landlord has dealt only with Vernon Property Inc. in connection with this lease or the negotiation or execution thereof and Landlord is solely responsible for the broker’s commissions and fees according to the separate commission agreement.

32.  Prior Improvements: Tenant acknowledges that the installations and improvements installed by Tenant are the property of the Landlord and shall be maintained by Tenant as provided in Article 7 of this Lease. Tenant shall obtain and keep in force throughout the term of this Lease a contract for the servicing of the HVAC unit installed by Tenant. A copy of the contract shall be furnished to Landlord and, upon Landlord’s request, evidence of payment of the price for the contract.

33.  Excavation and Shoring: If an excavation shall be made upon land adjacent to the Premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the Premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the building of which the Premises form a part from injury or damage and to support the same by proper foundations without any claim for damages or indemnity against Landlord, or diminution or abatement of rent.

34.  Property Loss and Damage: Landlord or its agents shall not be liable for any damage to property of Tenant or of others, nor for loss of or damage to any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature happening on, in or about the Premises. Landlord or its employees will not be liable for any such damage caused by other tenants or persons in, upon or about said building or caused by operations in construction of any private, public or quasi public work. If at any time any windows of the Premises are temporarily or permanently closed, darkened or bricked up for any reason whatsoever, including but not limited to Landlord’s own acts. Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefore nor abatement or diminution of rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction.

35.  Estoppel Certificate: Tenant, at any time, and from time to time, upon at least ten (10) days’ prior notice by Landlord, shall execute, acknowledge and deliver to Landlord, and/or to any other person, firm, corporation or other legal entity specified by Landlord, a statement

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certifying that this Lease is unmodified, in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the rent and additional rent have been paid, and stating whether or not there exists any default by Landlord under this Lease, and if so, specifying each such default.

36.  No Personal Liability: Tenant shall look solely to the estate and property of Landlord in the Premises or to the land and building of which the Premises form a part, as the case may be, for the enforcement and satisfaction of any and all rights and remedies of Tenant in the event of any default or breach by Landlord of any of its obligations, covenants, representations or warranties in this Lease or of any other liability of Landlord to Tenant. Tenant waives the right to seek any monetary damages or other relief against the Landlord personally, or against any partner, member, principal, shareholder, officer or director of Landlord, or against any assets of Landlord or such persons other than the interest of the Landlord in the Premises or the land and building of which the Premises form a part, such exculpation of personal liability to be absolute and without any exception whatever.

37.   Indemnity: Tenant shall indemnify and save harmless the Landlord and its agents against and from all liabilities, obligations, losses, personal injuries, damages, penalties, judgments, claims (even if such claims be groundless or fraudulent), costs, charges and expenses, including reasonable attorneys’ fees arising from a law suit between Landlord and Tenant or between Landlord and a third party, which may be imposed upon or incurred by or asserted against Landlord by reason of any of the following during the term of this Lease, or during the period of time prior to the term that Tenant may have been given access to the Premises:

(a)   any work or thing done by Tenant or done at Tenant’s instance or any condition created by Tenant in, on or about the Premises or any part thereof;

(b)   any use, non-use, possession, occupation, operation, maintenance or management of the Premises or any street or space adjacent thereto;

(c)   any negligence on the part of Tenant or other wrongful act or omission of Tenant or any of its subtenants, agents, contractors, employees, licensees or invitees;

(d)   any accident, injury or damage to any person or property occurring in, on or about the Premises or any street or space adjacent thereto;

(e)   any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease on its part to be performed or complied with; and

(f)    any condition arising from any hazardous materials, defined as any petroleum or petroleum products, lead, asbestos, toxic substance, hazardous waste, substance or related material or any pollutant or contaminant in, on, above, under, about or migrating to or from the Premises, or a violation of environmental law, order or regulation, federal, state or local, which

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condition or violation arises from the act or omission of Tenant, its subtenants, agents, contractors, employees, licensees or invitees.

The provisions of this Article shall survive the termination of the Lease.

38.  Waiver of Trial By Jury: Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of said Premises, and any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Landlord commences a summary proceeding for possession of the Premises, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding nor attempt to consolidate any other proceeding with the summary proceeding.

39.  Destruction, Fire and Other Casualty: (a) If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Landlord and this Lease shall continue in full force and effect except as hereinafter set forth.

(b)    If the Premises are partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by and at the expense of Landlord and the rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the part of the Premises which is usable.

(c)    If the Premises are totally damaged or rendered wholly unusable by fire or other casualty, then the rent shall be proportionately paid up to the time of the casualty and thenceforth shall cease until the date when the Premises shall have been repaired and restored by Landlord, subject to Landlord’s right to elect not to restore the same as hereinafter provided.

(d)    If the Premises are rendered wholly unusable or (whether or not the Premises are damaged in whole or in part) if the building shall be so damaged that Landlord shall decide to demolish it or to rebuild it, then, in any of such events, Landlord may elect to terminate this Lease by written notice to Tenant, given within ninety (90) days after Tenant has notified Landlord of such fire or casualty, specifying a date for the expiration of the Lease, which date shall not be more than sixty (60) days after Landlord has given such notice, and upon the date specified in such notice the term of this Lease shall expire as fully and completely as if such date were the date set forth above for the termination of this Lease and Tenant shall forthwith quit, surrender and vacate the Premises without prejudice however to Landlord’s rights and remedies against Tenant under the Lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date and any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Unless Landlord shall serve a termination notice as provided for herein, Landlord shall make the repairs and restorations under the conditions of “b” and “c” hereof, with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Landlord’s control.

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(e)      After any such casualty, Tenant shall cooperate with Landlord’s restoration by promptly removing from the Premises Tenant’s inventory, equipment, furniture and its other property and debris and shall give Landlord access to the Premises in default of which, Landlord may remove the same and in addition to all other damages sustained by Landlord, the fixed and additional rent shall not be abated. Subject to the provisions of this paragraph “e”, Tenant’s liability for rent and additional rent shall resume five (5) days after Landlord has given written notice to Tenant that the Premises are substantially ready for Tenant’s occupancy.

(f)       Nothing contained herein shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty and to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each releases and waives all right of recovery against the other or anyone claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasors’ insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance. If, and to the extent, that such waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premium within ten (10) days after written demand or shall be deemed to have agreed that the party obtaining insurance coverage shall be free of any further obligation under the provisions hereof with respect to waiver of subrogation. Tenant acknowledges that Landlord will not carry insurance on Tenant’s furniture and or furnishings or any fixtures or equipment, improvements, or appurtenances removable by Tenant and agrees that Landlord will not be obligated to repair any damage thereto or replace the same.

(g)     Tenant hereby waives the provisions of Section 227 of the New York State Real Property Law and agrees that the provisions of this Article shall govern and control in lieu thereof.

40.  Eminent Domain: If the whole or any part of the Premises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this Lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall neither have claim for the value of any unexpired term of this Lease nor the reimbursements of any form paid in return of eminent domain.

41.  Subordination: This Lease is subject and subordinate to all ground or underlying Leases, if any, and to all mortgages, if any, which may now or hereafter affect such Leases or the real property of which the Premises are a part and to all renewals, modifications, consolidations, replacements and extensions of such underlying Leases and mortgages. This clause shall be self-operative and no further instrument of subordination shall be required by any ground or underlying lessor or by any mortgagee. In confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may request.

42.  Requirements of Law: Prior to the commencement of the Lease term, if Tenant is then in possession, and at all times thereafter, Tenant shall, at Tenant’s sole cost and expense, promptly comply with all present and future laws, orders and regulations, foreseen or unforeseen,

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ordinary or extraordinary, of all state, federal municipal and local governments, departments, bureaus and agencies or offices thereof and of all public and quasi-public authorities and any direction of any public officer pursuant to law, and all orders, rules and regulations of the New York Board of Fire Underwriters, or the Insurance Services Office, or any similar body which shall impose any violation, order or duty upon Landlord or Tenant with respect to the Premises, whether or not arising out of Tenant’s use or manner of use thereof, or, with respect to the building, if arising out of Tenant’s use or manner of use of the Premises or the building (including the use permitted under the Lease). Tenant shall not do or permit any act or thing to be done in or to the Premises which is contrary to law, or which will invalidate or be in conflict with public liability, fire or other policies of insurance at any time carried by or for the benefit of Landlord. Tenant shall not keep anything in the Premises except as now or hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization and other authority having jurisdiction, and then only in such manner and in such quantity so as not to increase the rate for fire insurance applicable to the building, nor use the Premises in a manner which will increase the insurance rate for the building or any property located therein over that in effect prior to the commencement of Tenant’s occupancy. In the event Landlord’s fire insurance premiums are increased due to Tenant’s use or occupancy, including the use mentioned in Article 12, Tenant shall pay such increases to Landlord as additional rent within ten (10) days after Tenant receives a bill therefor. If the Premises are on the ground floor, Tenant shall make all repairs required by law to the sidewalks and curbs adjacent to the Premises. If Tenant shall receive a notice of violation, a copy of same shall be immediately provided to the Landlord.

43.  Definitions: The term “Landlord” as used in this Lease means only the owner for the time being of the Premises or of the fee of the land and building of which the Premises form a part. In the event of any transfer of the ownership interest in the Premises or such fee, the transferor shall be entirely relieved of all covenants and obligations of Landlord under this Lease and it shall be deemed and construed, without further agreement between the parties or between the parties and the transferee of the Premises or such fee, that such transferee has assumed and agreed to carry out any and all covenants and obligations of Landlord under this Lease subject to the provisions of Article 36 hereof (“No Personal Liability”).

The term “rent” includes the annual rental rate whether so expressed or expressed in monthly installments as described in Article 4 as “Fixed Rent”, and additional rent. “Additional Rent” means all sums which shall be due to Landlord or new owner from Tenant under this Lease, in addition to the annual rental rate.

44.  Construction of Terms: In any construction of the terms of this Lease, none of its terms shall be construed against the Landlord by reason of the fact that the Landlord or its attorney drew the Lease, nor shall any of its terms be construed against the Tenant by reason of the fact that Tenant or its attorney modified or drew provisions of this Lease since the final terms of this Lease are the result of the joint efforts of the attorneys for the Landlord and Tenant.

45.  Invalid Terms: If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent be invalid or unenforceable, the remainder of

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this Lease or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

46.  Captions: The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease or the intent of any provision thereof.

47.  Successors and Assigns: The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, trustees, successors, and except as otherwise provided in this Lease, their assigns.

48.  Option Lease: Tenant has two-time opportunity to exercise their Lease Option to extend their lease for an additional five (5) year period at market rent and additional terms to be negotiated at that time if Tenant has complied with the following conditions:

(a)Tenant has not been in default in paying their Rent and Additional rent stated herein more than twice during the Lease term;

(b)Tenant must provide Landlord with written notice of their intent to exercise their Lease Option at least ONE (1) year prior to the Expiration Date of the Lease; and

(c)Tenant shall be up-to-date in payment of all rent and Additional rent prior to exercising their Lease Option.

[Signatures to Follow]

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In Witness Whereof, Landlord and Tenant have respectively signed this Lease as of the day and year first above written.

ROOSEVELT AVENUE CORP.
By:	/s/ Daniel Lee
DANIEL LEE, PRESIDENT
WILSHIRE STATE BANK
By:	/s/ Joanne Kim
President & CEO
Name and Title

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EX-10.34

Exhibit 10.34

OFFICE LEASE

between

2140 LAKE, LLC.

a Delaware limited liability company

(Landlord)

and

WILSHIRE STATE BANK

A California Banking Corporation

(Tenant)

OFFICE LEASE

TABLE OF CONTENTS

ARTICLE I - DEFINITIONS	1
ARTICLE II - PREMISES	3
ARTICLE III - TERM	3
ARTICLE IV - RENTAL	3
ARTICLE V - SECURITY DEPOSIT	8
ARTICLE VI - USE OF PREMISES	8
ARTICLE VII - UTILITIES AND SERVICES	10
ARTICLE VIII - MAINTENANCE AND REPAIRS	12
ARTICLE IX - ALTERATIONS, ADDITIONS AND IMPROVEMENTS	12
ARTICLE X - INDEMNIFICATION AND INSURANCE	13
ARTICLE XI - DAMAGE OR DESTRUCTION	16
ARTICLE XII - CONDEMNATION	16
ARTICLE XIII - RELOCATION	17
ARTICLE XIV - ASSIGNMENT AND SUBLETTING	17
ARTICLE XV - DEFAULT AND REMEDIES	19
ARTICLE XVI - ATTORNEYS’ FEES: COSTS OF SUIT	22
ARTICLE XVII - SUBORDINATION AND ATTORNMENT	22
ARTICLE XVIII - QUIET ENJOYMENT	23
ARTICLE XIX - RULES AND REGULATIONS	23
ARTICLE XX - ESTOPPEL CERTIFICATES	23
ARTICLE XXI - ENTRY BY LANDLORD	24
ARTICLE XXII	24
ARTICLE XXIII - HOLDOVER TENANCY	25
ARTICLE XXIV - NOTICES	25

ARTICLE XXV - BROKERS	25
ARTICLE XXVI - ELECTRONIC SERVICES	26
ARTICLE XXVII - PARKING	28
ARTICLE XXVIII - MISCELLANEOUS	28

EXHIBITS

Exhibit A	Floor Plan
Exhibit B	Work Letter
Exhibit C	Rules and Regulations
Exhibit D	Personal Guaranty
Exhibit E	Suite Acceptance Agreement
Exhibit F	Asbestos Notification
Addendum

OFFICE LEASE

THIS OFFICE LEASE (“Lease”), dated July 31, 2009, is made and entered into by and between 2140 Lake, LLC, a Delaware limited liability company, c/o Jamison Services, Inc., a California corporation (“Landlord”) and Wilshire State Bank, a California Banking Corporation (“Tenant”) upon the following terms and conditions:

ARTICLE I - DEFINITIONS

Unless the context otherwise specifies or requires, the following terms shall have the meanings specified herein;

1.01Building.The term “Building” shall mean that certain office building located at 2140 West Olympic Boulevard Los Angeles, California commonly known as 2140 Lake together with any related land, improvements, parking facilities, common areas, driveways, sidewalks and landscaping.

1.02Premises. The term “Premises” shall mean Suite 100 in the 2140 Lake Building, as more particularly outlined on the drawing attached hereto as Exhibit A and incorporated herein by reference. As used herein, “Premises” shall not include any storage area in the Building, which shall be leased or rented pursuant to separate agreement.

1.03Rentable Area of the Premises.The term “Rentable Area of the Premises” shall mean approximately 9,247 rentable square feet, which Landlord and Tenant have stipulated as the Rentable Area of the Premises. Tenant acknowledges that the Rentable Area of the Premises includes the usable area, without deduction for columns or projections, multiplied by a load factor to reflect a share of certain areas, which may include lobbies, corridors, mechanical, utility, janitorial, boiler and service rooms and closets, restrooms and other public, common and service areas of the Building.

1.04Lease Term.The term “Lease Term” shall mean the period between the Commencement Date and the Expiration Date (as such terms are hereinafter defined), unless sooner terminated as otherwise provided in this Lease.

1.05Commencement Date.Subject to adjustment as provided in Article 3, the term “Commencement Date” shall mean August 15, 2009.

1.06Expiration Date.Subject to adjustment as provided in Article 3, the term “Expiration Date” shall mean the date that is 120 months after the Commencement Date.

1.07Base Rent. Subject to adjustment as provided in Article 4, the term “Base Rent” for the Premises shall mean $1.50 per rentable square foot per month for the first twelve (12) months of the Lease Term, with an annual increase of three percent (3.0%) thereafter as approximated the following table:

Year of Lease Term	Monthly Installment of Base Rent		Monthly Rental Rate per Rentable Square Foot of the Premises
1	$	13,870.50	$	1.50
2	$	14,332.85	$	1.55
3	$	14,795.20	$	1.60
4	$	15,257.55	$	1.65
5	$	15,719.90	$	1.70
6	$	16,182.25	$	1.75
7	$	16,737.07	$	1.81
8	$	17,199.42	$	1.86
9	$	17,754.24	$	1.92
10	$	18,309.06	$	1.98

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1.08Tenant’s Percentage Share.The term “Tenant’s Percentage Share” shall mean zero percent (0.00%) with respect to increases in Property Taxes and Operating Expenses (as such terms are hereinafter defined). Provided however, Tenant shall be responsible for janitorial services for the Premises and shall be responsible for any and all maintenance and repairs in connection with the portable A/C units installed by Mirae Bank.

1.09Security Deposit.The term “Security Deposit” shall mean None ($0.00).

1.10Tenant’s Permitted Use. The term “Tenant’s Permitted Use” shall mean Retail Banking, General Office and no other use.

1.11Business Hours.The term “Business Hours” shall mean the hours of 8:30 A.M. to 5:30 P.M., Monday through Friday (federal and state holidays excepted). Holidays are defined as the following: New Years Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, and to the extent of utilities or services provided by union members engaged at the Buildings, such other holidays observed by such unions.

1.12Landlord’s Address For Notices.The term “Landlord’s Address for Notices” shall mean 2140 West Olympic Boulevard, Suite 325, Los Angeles, CA 90006 Attn: Property Manager, with a copy to 3424 Wilshire Boulevard, Suite 1200, Los Angeles, California, 90010, Attn: Jason Cha, Esq.

1.13Tenant’s Address for Notices.The term “Tenant’s Address for Notices” shall mean 3200 Wilshire Blvd., 7th Floor, Los Angeles, CA 90010 Attn: Chief Operations Administrator.

1.14Broker.The term “Broker” shall mean Jamison Services, Inc. for Landlord, and no other brokers.

1.15Guarantor.See Exhibit “D.”

1.16Tenant’s Parking Stalls. Tenant shall have the right to fifteen (15) reserved parking spaces on the upper level of the Building’s parking garage during the Lease Term and any extension at no additional charge. Tenant guarantees that it shall rent thirty (30) unreserved parking spaces to be located in either the upper or lower lot as Landlord may determine during the Lease Term and any extension. Unreserved spaces shall be forty dollars ($40.00) each during years 1-5 of the Lease Term and shall be fifty dollars ($50.00) each during years 6-10 of the Lease Term. In addition, Landlord shall provide one hour free parking to Tenant’s customers and visitors; thereafter, the Building’s standard rates shall apply.

1.17Signage. Tenant shall be entitled, at its sole cost and expense but without any charge payable to Landlord, to identification signage outside of the Premises on the floor on which the Premises are located. The location, quality, design, style, lighting andsize of such signage shall be consistent with the Landlord’s Building standard signage program. In addition, Tenant, at its sole cost and expense, shall have identification in the Building’s lobby directory to display Tenant’s name and location in the Building.

1.18Exclusive Use. Landlord agrees that no other portion of the building shall be used or operated for Retail Banking Services during the Lease Term and any extensions. Retail Banking Services shall include services customarily associated with retails banks, including without limitation, the making of loans, the acceptance of deposits, cashing checks, trust services, safe deposit boxes, issuance of letters of credit, cash management and ATM’s.

1.19Access to Premises. Tenant shall have access to the Premises seven (7) days a week, twenty-four (24) hours a day.

1.20Option to Extend. Tenant shall have two (2) options to extend the Lease for an additional five (5) years each, as provided in the Addendum.

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1.21Option to Terminate. Tenant shall have a one-time right to terminate this Lease after the eighty fourth (84th) month of the Lease Term, as provided in the Addendum.

1.22ATM/Deposit Box. At no additional-charge, Tenant shall have the right to install an externally accessible ATM and Deposit Box, subject to Landlord’s approval which shall not be unreasonably withheld. Tenant shall be responsible for the costs associated with the installation of the ATM and Deposit Box and shall be responsible for its repair and maintenance.

ARTICLE II - PREMISES

2.01Lease of Premises. Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon all of the terms, covenants and conditions contained in this Lease. On the Commencement Date described herein, Landlord shall deliver the Premises to Tenant in substantial conformance with the Work Letter Agreement attached hereto as Exhibit B.

2.02Acceptance of Premises. Tenant acknowledges that Landlord has not made any representation or warranty with respect to the condition of the Premises or the Building or with respect to the suitability or fitness of either for the conduct of Tenant’s Permitted Use or for any other purpose. Prior to Tenant’s taking possession of the Premises, Landlord or its designee and Tenant will walk the Premises for the purpose of reviewing the condition of the Premises (and the condition of completion and workmanship of any tenant improvements which Landlord is required to construct in the Premises pursuant to this Lease); after such review,. Except as is expressly set forth in this Section 2.02 or the Work Letter Agreement attached hereto, if any, or as may be expressly set forth in Suite Acceptance Letter, Tenant agrees to accept the Premises in its “as is” said physical condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements (or to provide any allowance for same); provided however, Landlord warrants that the Premises are in a condition: a) which complies with applicable governmental building codes, including but not limited to, the American with Disabilities Act; b) wherein all structural elements, the HVAC system, imbedded plumbing and electrical, fire, life and safety system, and any other Building system are fully operational, and c) free of any hazardous materials.

ARTICLE III - TERM

3.01Except as otherwise provided in this Lease, the Lease Term shall be for the period described in Section 1.04 of this Lease, commencing on the Commencement Date described in Section 1.05 of this Lease and ending on the Expiration Date described in Section 1.06 of this Lease; provided, however, that, if, for any reason, Landlord is unable to deliver possession of the Premises on the date described in Section 1.05 of this Lease, Landlord shall not be liable for any damage caused thereby, nor shall the Lease be void or voidable, but, rather, the Lease Term shall commence upon, and the Commencement Date shall be the date that possession of the Premises is so tendered to Tenant (except for Tenant caused delays which shall not be deemed to delay commencement of the Lease Term), and, unless Landlord elects otherwise, the Expiration Date described in Section 1.06 of this Lease shall be extended by an equal number of days.

ARTICLE IV - RENTAL

4.01Definitions.As used herein,

(A)“Base Year” shall mean calendar year            .

(B)“Property Taxes” shall mean the aggregate amount of all real estate taxes, assessments (whether they be general or special), sewer rents and charges, transit taxes, taxes based upon the receipt of rent and any other federal, state or local governmental charge, general, special, ordinary or extraordinary (but not including

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income or franchise taxes, capital stock, inheritance, estate, gift, or any other taxes imposed upon or measured by Landlord’s gross income or profits, unless the same shall be imposed in lieu of real estate taxes or other ad valorem taxes), which Landlord shall pay or become obligated to pay in connection with the Building, or any part thereof. Property Taxes shall also include all fees and costs, including attorneys’ fees, appraisals and consultants’ fees, incurred by Landlord in seeking to obtain a reassessment, reduction of, or a limit on the increase in, any Property Taxes, regardless of whether any reduction or limitation is obtained. Property Taxes for any calendar year shall be Property Taxes which are due for payment or paid in such year, rather than Property Taxes which are assessed or become a lien during such year. Property Taxes shall include any tax, assessment, levy, imposition or charge imposed upon Landlord and measured by or based in whole or in part upon the Building or the rents or other income from the Building, to the extent that such items would be payable if the Building was the only property of Landlord subject to same and the income received by Landlord from the Building was the only income of Landlord. Property Taxes shall also include any personal property taxes imposed upon the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances of Landlord used in connection with the Building.

(C)“Operating Expenses” shall mean all costs, fees, disbursements and expenses paid or incurred by or on behalf of Landlord in the operation, ownership, maintenance, insurance, management, replacement and repair of the Building (excluding Property Taxes) including without limitation:

(i)Premiums for property, earthquake, casualty, liability, rent interruption or other types of insurance carried by Landlord.

(ii)Salaries, wages and other amounts paid or payable for personnel including the Building manager, superintendent, operation and maintenance staff, and other employees of Landlord involved in the maintenance and operation of the Building, including contributions and premiums towards fringe benefits, unemployment, disability and worker’s compensation insurance, pension plan contributions and similar premiums and contributions and the total charges of any independent contractors or property managers engaged in the operation, repair, care, maintenance and cleaning of any portion of the Building.

(iii)Cleaning expenses, including without limitation janitorial services, window cleaning, and garbage and refuse removal.

(iv)Landscaping expenses, including without limitation irrigating, trimming, mowing, fertilizing, seeding, and replacing plants.

(v)Heating, ventilating, air conditioning and steam/utilities expenses, including fuel, gas, electricity, water, sewer, telephone, and other services.

(vi)Subject to the provisions of Section 4.01(C)(xii) below, the cost of maintaining, operating, repairing and replacing components of equipment or machinery, including without limitation heating, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/life safety, security and energy management systems, including service contracts, maintenance contracts, supplies and parts.

(vii)Other items of repair or maintenance of elements of the Building.

(viii)The costs of policing, security and supervision of the Building.

(ix)Fair market rental and other costs with respect to the management office for the Building.

(x)The cost of the rental of any machinery or equipment and the cost of supplies used in the maintenance and operation of the Building.

(xi)Audit fees and the cost of accounting services incurred in the preparation of statements referred to in this Lease and financial statements, and in the computation of the rents and charges payable by tenants of the Building.

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(xii)Capital expenditures (a) made primarily to reduce Operating Expenses, or to comply with any laws or other governmental requirements, or (b) for replacements (as opposed to additions or new improvements) or non structural items located in the common areas of the property required to keep such areas in good condition; provided, all such permitted capital expenditures (together with reasonable financing charges) shall be amortized for purposes of this Lease over the shorter of (i) their useful lives, (ii) the period during which the reasonably estimated savings in Operating Expenses equals the expenditures, or (iii) three (3) years.

(xiii)Legal fees and expenses.

(xiv)Payments under any easement, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs in any planned development.

(xv)A fee for the administration and management of the Building as reasonably determined by Landlord from time to time.

Operating Expenses shall not include costs of alteration of the premises of tenants of the Building, depreciation charges, interest and principal payments on mortgages, ground rental payments, real estate brokerage and leasing commissions, expenses incurred in enforcing obligations of tenants of the Building, salaries and other compensation of executive officers of the managing agent of the Building senior to the Building manager, costs of any special service provided to any one tenant of the Building but not to tenants of the Building generally, and costs of marketing or advertising the Building.

(D)If the Building does not have one hundred percent (100%) occupancy during an entire calendar year, including the Base Year, then the variable cost component of “Property Taxes” and “Operating Expenses” shall be equitably adjusted so that the total amount of Property Taxes and Operating Expenses equals the total amount which would have been paid or incurred by Landlord had the Building been one hundred percent (100%) occupied for the entire calendar year. In no event shall Landlord be entitled to receive from Tenant and any other tenants in the Building an aggregate amount in excess of actual Property Taxes and Operating Expenses as a result of the foregoing provisions.

4.02Base Rent.

(A)During the Lease Term, Tenant shall pay to Landlord as rental for the Premises the Base Rent described in Section 1.07 above, subject to the following annual adjustments (herein called the “Rent Adjustments”):

(B)Annual Adjustments of Base Rent. (see Section 1.07)

(a)Tax and Operating Expense Adjustment. During each calendar year, the Base Rent payable by Tenant to Landlord, shall be increased by (collectively, the “Tax and Operating Expense Adjustment”): (i) Tenant’s Percentage Share of the dollar increase, if any, in Property Taxes for such year over Property Taxes for the Base Year; and (ii) Tenant’s Percentage Share of the dollar increase, if any, in any category of Operating Expenses paid or incurred by Landlord during such year over the respective category of Operating Expenses paid or incurred by Landlord during the Base Year. A decrease in Property Taxes or any category of Operating Expenses below the Base Year amounts shall not decrease the amount of the Base Rent due hereunder or give rise to a credit in favor of Tenant.

(b)CPI Adjustment. During each calendar year, the Base Rent payable by Tenant to Landlord, shall be adjusted to reflect increases in the Consumer Price Index and follows:

(i)Definitions. The following terms shall have the following meanings:

(A)“Index” means the “Consumer Price Index All Urban Consumers Los Angeles/Long Beach/Anaheim Metropolitan Area” compiled by the U.S. Department of Labor, Bureau of Labor

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Statistics, (1982-84-100). If a substantial change is made in the Index, the revised Index shall be used, subject to such adjustments as landlord may reasonably deem appropriate in order to make the revised Index comparable to the Prior Index If the Bureau of Labor Statistics ceases to publish the Index, then the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as landlord may reasonably deem appropriate in order to make the new index comparable to the Index.

(B)“CPI Adjustment Date” means the date of the Commencement Date of the Year in which the first anniversary of the Commencement Date falls and that same month of commencement date of every year thereafter.

(C)“CPI Base” means the initial Base Rent amount set forth in Section 4.02(A).

(ii)Computation of Adjustment. Effective as of each CPI Adjustment Date, the Base Rent shall be adjusted to an amount to be determined by Multiplying the CPI Base by a fraction, the numerator of which shall be the Index for the calendar month in which the Commencement Date occurs and the denominator being the Index from the calendar month most recently published as of the CPI Adjustment Date. Such fraction shall not exceed, for any CPI Adjustment Date, an amount in excess of one hundred percent, multiplied by the number of CPI Adjustment Dated that have then occurred (including the present one). The Base Rent shall never be reduced as result of an adjustment pursuant to this paragraph. Landlord shall give Tenant written notice indicating the adjusted Base Rent and the method of computation, and, on or before the first day of the first calendar month following Tenant’s receipt of such written notice, and Tenant shall within thirty (30) days after notice pay to Landlord an amount equal to the underpayment of Base Rent by Tenant for the period from the CPI Adjustment Date until such date.

4.03Tax and Operating Expense Adjustment Procedure; Estimates.The Tax and Operating Expense Adjustment specified in Section 4.02(B)(a) shall be determined and paid as follows:

(A)During each calendar year subsequent to the Base Year, Landlord shall give Tenant written notice of its estimate of any increased amounts payable under Section 4.02(B)(a) for that calendar year. On or before the first day of each calendar month during the calendar year, Tenant shall pay to Landlord one twelfth (1/12th) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate.

(B)Within one hundred twenty (120) days after the close of each calendar year or as soon thereafter as is practicable, Landlord shall deliver to Tenant a statement of that year’s Property Taxes and Operating Expenses, and the actual Tax and Operating Expense Adjustment to be made pursuant to Section 4.02(B)(a) for such calendar year, as determined by Landlord (the “Landlord’s Statement”) and such Landlord’s Statement shall be binding upon Tenant, except as provided in Section 4.04 below. If the amount of the actual Tax and Operating Expense Adjustment is more than the estimated payments for such calendar year made by Tenant, Tenant shall pay the deficiency to Landlord upon receipt of Landlord’s Statement. If the amount of the actual Tax and Operating Expense Adjustment is less than the estimated payments for such calendar year made by Tenant, any excess shall be credited against Rent (as hereinafter defined) next payable by Tenant under this Lease or, if the Lease Term has expired, any excess shall be paid to Tenant. No delay in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord’s right to payments under Section 4.02(B)(a) above.

(C)If this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and Operating Expense Adjustment to be paid pursuant to Section 4.02(B)(a) that is applicable to the calendar year in which such termination occurs shall be prorated on the basis of the number of days from January 1 of the calendar year to the termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Section 4.03(B) to be performed after such termination.

4.04Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by it under this Lease and provided further that Tenant strictly complies with the

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provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord’s Statement (provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a pass through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure:

(A) Tenant shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as expressly set forth in subsection (C) below, in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including, without limitation, Tenant's obligation to make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived.

(B) Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national standing that is not being compensated on a contingency fee basis. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. If requested by Landlord, Tenant shall require its employees or agents inspecting Landlord's books and records to sign Landlord's confidentiality agreement as a condition of Landlord making Landlord's relevant accounting records available to them. The disclosure of such information to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease.

(C) Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (talking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Tax and Operating Expense Adjustment.

4.05Payment. Concurrently with the execution hereof, Tenant shall pay Landlord Base Rent for the first calendar month of the Lease Term. Thereafter the Base Rent described in Section 1.07, as adjusted in accordance with Section 4.02, shall be payable in advance on the First (1st) Day of each calendar month. If the Commencement Date is other than the first day of a calendar month, the prepaid Base Rent for such partial month shall be prorated in the proportion that the number of days this Lease is in effect during such partial month bears to the total number of days in the calendar month. All Rent, and all other amounts payable to Landlord by Tenant pursuant to the provisions of this Lease, shall be paid to Landlord, without notice, demand, abatement, deduction or offset, in lawful money of the United States at Landlord’s office in the Building or to such other person or at such other place as Landlord may designate from time to time by written notice given to Tenant. No payment by Tenant or receipt by Landlord of a lesser amount than the correct Rent due hereunder shall be deemed to be other than a payment on account; nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed to effect or evidence an accord and satisfaction; and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance or pursue any other remedy in this Lease or at law or in equity provided.

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4.06Late Charge; Interest. Tenant acknowledges that the late payment of Base Rent or any other amounts payable by Tenant to Landlord hereunder (all of which shall constitute-additional rental to the same extent as Base Rent) will cause Landlord to incur administrative costs and other damages, the exact amount of which would be impracticable or extremely difficult to ascertain. Landlord and Tenant agree that if Landlord does not receive any such payment on or before five (5) days after the date the payment is due, Tenant shall pay to Landlord, as additional rent, (a) a late charge equal to five percent (5%) of the overdue amount to cover such additional administrative costs; and (b) interest on the delinquent amounts at the lesser of the maximum rate permitted by law if any or twelve percent (12%) per annum from the date due to the date paid.

4.07Additional Rent. For purposes of this Lease, all amounts payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute Base Rent. Any amounts due Landlord shall sometimes be referred to in this Lease as “Rent”.

4.08Additional Taxes. Notwithstanding anything in Section 4.01(B) to the contrary, Tenant shall reimburse Landlord upon demand for any and all taxes payable by or imposed upon Landlord upon or with respect to: any fixtures or personal properly located in the Premises; any leasehold improvements made in or to the Premises by or for Tenant;

ARTICLE V - SECURITY DEPOSIT

5.01Upon the execution of this Lease, Tenant shall deposit with Landlord the Security Deposit described in Section 1.09 above. The Security Deposit is made by Tenant to secure the faithful performance of all the terms, covenants and conditions of this Lease to be performed by Tenant. If Tenant shall default with respect to any covenant or provision hereof, Landlord may use, apply or retain all or any portion of the Security Deposit to cure such default or to compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of the Security Deposit, Tenant shall immediately upon written demand deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the full amount hereinabove stated. Landlord shall not be required to keep the Security Deposit separate from its general accounts and Tenant shall not be entitled to interest on the Security Deposit. Tenant expressly agrees to waive the protections afforded under California Civil Code Section 1950.7, thus allowing Landlord to apply the Security Deposit towards future rents owing in the case of Tenant’s default. Within thirty (30) days after the expiration of the Lease Term and the vacation of the Premises by Tenant, the Security Deposit, or such part as has not been applied to cure the default, shall be returned to Tenant.

ARTICLE VI - USE OF PREMISES

6.01Tenants Permitted Use. Tenant shall use the Premises only for Tenant’s Permitted Use as set forth in Section 1.10 above and shall not use or permit the Premises to be used for any other purpose. Tenant shall, at its sole cost and expense, obtain all governmental licenses and permits required to allow Tenant to conduct “Tenant’s Permitted Use. Landlord disclaims any warranty that the Premises are suitable for Tenant’s use and Tenant acknowledges that it has had a full opportunity to make its own determination in this regard.

6.02Compliance With Laws and Other Requirements.

(A)Tenant shall cause the Premises to comply in all material respects with all laws, ordinances, regulations and directives of any governmental authority having jurisdiction including, without limitation, any certificate of occupancy and any law, ordinance, regulation, covenant, condition or restriction affecting the Building or the Premises which in the future may become applicable to the Premises (collectively “Applicable Laws”).

(B)Tenant shall not use the Premises, or permit the Premises to be used, in any manner which: (a) violates any Applicable Law; (b) causes or is reasonably likely to cause damage to the Building or the Premises; (c) violates a requirement or condition of any fire and extended insurance policy covering the Building and/or the Premises, or increases the cost of such policy; (d) constitutes or is reasonably likely to constitute a nuisance,

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annoyance or inconvenience to other tenants or occupants of the Building or its equipment, facilities or systems; (e) interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, telephone or other communication signals by antennae or other facilities located in the Building; or (f) violates the Rules and Regulations described in Article XIX.

(C)Landlord shall cause the Building and common areas to comply with Applicable Laws.

6.03Hazardous Materials.

(A)No Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises or any portion of the Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as Tenant’s Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant’s Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be Handled at the Premises without Landlord’s prior written consent. Tenant’s Hazardous Materials shall be Handled at all times in compliance with the manufacturer’s instructions therefor and all applicable Environmental Laws, as defined herein.

(B)Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly take all actions required by any Regulatory Authority, as defined herein, or necessary for Landlord to make full economic use of the Premises or any portion of the Building, which requirements or necessity arises from the Handling of Tenant’s Hazardous Materials upon, about, above or beneath the Premises or any portion of the Building. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Tenant shall take all actions necessary to restore the Premises or any portion of the Building to the condition existing prior to the introduction of Tenant’s Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord’s written approval prior to undertaking any actions required by this Section, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect on the Premises or any portion of the Building.

(C)Landlord Indemnification. Landlord and its successors and assigns shall indemnify, defend, reimburse and hold Tenant, its agents, employees and lenders, harmless from and against any and damages, liabilities, judgments, claims, expenses, penalties, and reasonable out-of-pocket attorneys’ and consultants’ fees including the cost of remediation, arising out of or involving any Hazardous Substances on the Premises prior to the Commencement Date or which arise out of or involved the gross negligence or willful misconduct of Landlord, its agents or employees. Landlord’s obligations shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

(D)Investigations and Remediations. Landlord shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Commencement Date, unless such remediation measure is required as a result of Tenant’s use of the Premises, in which event Tenant shall be responsible for such payment. Tenant shall cooperate fully in any such activities at the request of Landlord, including allowing Landlord and Landlord’s agents to have reasonable access to the Premises at reasonable times in order to carry out Landlord’s investigative and remedial responsibilities; it being understood that reasonable prior written notice of such access must have been provided to Tenant and that Tenant shall have the right to have its employee accompany Landlord and Landlord’s agents.

(E)Tenant agrees to execute affidavits, representations, and the like from time to time at Landlord’s request stating Tenant’s best knowledge and belief regarding the presence of Hazardous Materials on the Premises.

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(F)“Environmental Laws” means and includes all now and hereafter existing statutes, laws, ordinances, codes, regulations, rules, rulings, orders, decrees, directives, policies and requirements by any Regulatory Authority regulating, relating to, or imposing liability or standards of conduct concerning public health and safety or the environment.

(G)“Hazardous Materials” means: (a) any material or substance: (i) which is defined or becomes defined as a “hazardous substance,” “hazardous waste,” “infectious waste,” “chemical mixture or substance,” or “air pollutant” under Environmental Laws; (ii) containing petroleum, crude oil or any fraction thereof; (iii) containing polychlorinated biphenyls (PCB’s); (iv) containing asbestos; (v) which is radioactive; (vi) which is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive characteristics, as all such terms are used in their broadest sense, and are defined, or become defined by Environmental Laws; or (c) materials which cause a nuisance upon or waste to the Premises or any portion of the Building.

(H)“Handle,” “handle,” “Handled,” “handled,” “Handling,” or “handling” shall mean any installation, handling, generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any type in connection with or involving Hazardous Materials.

(I)“Regulatory Authority” shall mean any federal, state or local governmental agency, commission, board or political subdivision.

(J)Tenant acknowledges that the Landlord has advised Tenant that the Building contains, or is likely to contain, materials which contain asbestos. Asbestos may be found in all building materials excluding those materials made from wood, glass, metal, rubber, and plastic. If Tenant undertakes any alterations, additions, or improvements to thePremises, Tenant shall undertake the alterations, additions, or improvements in a manner that avoids disturbing any materials which may contain-asbestos. If materials which may contain asbestos are likely to be disturbed in the course of such work Tenant shall remove or encapsulate the materials in accordance with an asbestos abatement plan approved by Landlord which will not be unreasonably withheld or delayed and otherwise in accordance with all applicable laws and regulations. Tenant also acknowledges that materials which contain asbestos do not pose a significant risk of creating exposures which exceed the Permissible Exposure Limits unless they are improperly disturbed, damaged, or deteriorated. Tenant shall promptly report to Landlord damage or deterioration of materials which may contain asbestos.

ARTICLE VII - UTILITIES AND SERVICES

7.01Building Services. As long as Tenant is not in monetary default under this Lease, Landlord agrees to furnish or cause to be furnished to the Premises the following utilities and services, subject to the conditions and standards set forth herein:

(A)Non-attended automatic elevator service (if the Building has such equipment serving the Premises), in common with Landlord and other tenants and occupants and their agents and invitees.

(B)During Business Hours, as defined in Section 1.11 of this Lease, such air conditioning, heating and ventilation as (“HVAC”), in Landlord’s reasonable judgment, are required for the comfortable use and occupancy of the Premises. Landlord may make available to Tenant heating, ventilation or air conditioning in excess of that which Landlord shall be required to provide hereunder. If Tenant needs HVAC during non-Business Hours, Tenant shall provide no less than forty-eight (48) hours’ prior notice to Landlord and pay as additional rent the cost of after-hour HVAC at the Building’s prevailing rates, subject to change.

(C)Water for rest room purposes.

(D)If the Premises are not used exclusively as offices, Landlord, at Landlord’s sole discretion, may require that the Premises be kept clean and in order by Tenant, at Tenant’s expense, to the satisfaction of Landlord and by persons approved by Landlord; and, in all events, Tenant shall pay to Landlord the cost of removal

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of Tenant’s refuse and rubbish, to the extent that the same exceeds the refuse and rubbish attendant to norrnal office usage.

(E)At all reasonable times, electric current of not less than 3.5 watts per square foot for building standard lighting and fractional horsepower office machines; provided, however, that (i) without Landlord’s consent, Tenant shall not install, or permit the installation, in the Premises of any computers, word processors, electronic data processing equipment or other type of equipment or machines which will increase Tenant’s use of electric current in excess of that which Landlord is obligated to provide hereunder (provided, however, that the foregoing shall not preclude the use of personal computers or similar office equipment); (ii) if Tenant shall require electric current which may disrupt the provision of electrical service to other tenants, Landlord may refuse to grant its consent or may condition its consent upon Tenant’s payment of the cost of installing and providing any additional facilities required to furnish such excess power to the Premises and upon the installation in the Premises of electric current meters to measure the amount of electric current consumed, in which latter event Tenant shall pay for the cost of such meter(s) and the cost of installation, maintenance and repair thereof, as well as for all excess electric current consumed at the rates charged by the applicable local public utility, plus a reasonable amount to cover the additional expenses incurred by Landlord in keeping account of the electric current so consumed; and (iii) if Tenant’s increased electrical requirements will materially affect the temperature level in the Premises or the Building, Landlord’s consent may be conditioned upon Tenant’s requirement to pay such amounts as will be incurred by Landlord to install and operate any machinery or equipment necessary to restore the temperature level to that otherwise required to be provided by Landlord, including but not limited to the cost of modifications to the air conditioning system. Landlord shall not, in any way, be liable or responsible to Tenant for any loss or damage or expense which Tenant may incur or sustain if, for any reasons beyond Landlord’s reasonable control, either the quantity or character of electric service is changed or is no longer available or suitable for Tenant’s requirements. Tenant covenants that at all times its use of electric current shall never exceed the capacity of the feeders, risers or electrical installations of the Building. If submetering of electricity in the Building will not be permitted under future laws or regulations, the Rent will then be equitably and periodically adjusted to include an additional payment to Landlord reflecting the cost to Landlord for furnishing excess electricity to Tenant in the Premises, so long as Landlord is able to provide a reasonable accounting of Tenant’s excess power use.

Any amounts which Tenant is required to pay to Landlord pursuant to this Section 7.01 shall be payable upon demand by Landlord and shall constitute additional rent.

7.02Interruption of Services. Landlord shall not be liable for any failure to furnish, stoppage of, or interruption in furnishing any of the services or utilities described in Section 7.01, when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental action, or any other cause beyond Landlord’s reasonable control, and, in such event, Tenant shall not be entitled to any damages nor shall any failure or interruption abate or suspend Tenant’s obligation to pay Base Rent and additional rent required under this Lease or constitute or be construed as a constructive or other eviction of Tenant, so long as Landlord uses commercially reasonable efforts to reestablish such services or utilities. Further, in the event any governmental authority or public utility promulgates or revises any law, ordinance, rule or regulation, or issues mandatory controls or voluntary controls relating to the use or conservation of energy, water, gas, light or electricity, the reduction of automobile or other emissions, or the provision of any other utility or service, Landlord may take any reasonably appropriate action to comply with such law, ordinance, rule, regulation, mandatory control or voluntary guideline and Tenant’s obligations hereunder shall not be affected by any such action of Landlord. The parties acknowledge that safety and security devices, services and programs provided by Landlord, if any, while intended to deter crime and ensure safety, may not in given instances prevent theft or other criminal acts, or ensure safety of persons or property. The risk that any safety or security device, service or program may not be effective, or may malfunction, or be circumvented by a criminal, is assumed by Tenant with respect to Tenant’s property and interests, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses, as further described in this Lease. Tenant agrees to cooperate in any reasonable safety or security program developed by Landlord or required by Law.

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ARTICLE VIII - MAINTENANCE AND REPAIRS

8.01Landlord’s Obligations. Except as provided in Sections 8.02 and 8.03 below, Landlord shall maintain the Building in reasonable order and repair throughout the Lease Term; provided, however, that Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need for such repairs or maintenance is given to Landlord by Tenant. Except as provided in Article XI, there shall be no abatement of Rent, nor shall there be any liability of Landlord, by reason of any injury or inconvenience to, or interference with, Tenant’s business or operations arising from the making of, or failure to make, any maintenance or repairs in or to any portion of the Building, unless caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors.

8.02Tenant’s Obligations. During the Lease Term, Tenant shall, at its sole cost and expense, maintain the Premises in good order and repair (including, without limitation, the carpet, wall-covering, doors, plumbing and other fixtures, equipment, alterations and improvements, whether installed by Landlord or Tenant). Further, Tenant shall be responsible for, and upon demand by Landlord shall promptly reimburse Landlord for, any damage to any portion of the Building or the Premises caused by (a) Tenant’s activities in the Building or the Premises; (b) the performance or existence of any alterations, additions or improvements made by Tenant in or to the Premises; (c) the installation, use, operation or movement of Tenant’s property in or about the Building or the Premises; or (d) any act or omission by Tenant or its officers, partners, employees, agents, contractors or invitees.

8.03Landlord’s Rights. Landlord and its contractors shall have the right, at all reasonable times and upon prior oral or telephonic notice to Tenant at the Premises, other than in the case of any emergency in which case no notice shall be required, to enter upon the Premises to make any repairs to the Premises or the Building reasonably required or deemed reasonably necessary by Landlord and to erect such equipment, including scaffolding, as is reasonably necessary to effect such repairs. Tenant shall have the right to accompany all such persons in non-emergency circumstances.

ARTICLE IX - ALTERATIONS, ADDITIONS AND IMPROVEMENTS

9.01Landlord’s Consent; Conditions. Tenant shall not make or permit to be made any alterations, additions, or improvements in or to the Premises (“Alterations”) without the prior written consent of Landlord, which consent, with respect to non-structural alterations, shall not be unreasonably withheld. Landlord may impose as a condition to making any Alterations such requirements as Landlord in its reasonable discretion deems necessary or desirable including without limitation: Tenant’s submission to Landlord, for Landlord’s prior written approval, of all plans and specifications relating to the Alterations; Landlord’s prior written approval of the time or times when the Alterations are to be performed; Landlord’s prior written approval of the contractors and subcontractors performing work in connection with the Alterations; Tenant’s receipt of all necessary permits and approvals from all governmental authorities having jurisdiction over the Premises prior to the construction of the Alterations; Tenant’s delivery to Landlord of such bonds and insurance as Landlord shall reasonably require; and Tenant’s payment to Landlord of all costs and expenses incurred by Landlord because of Tenant’s Alterations which are structural in nature, including but not limited to costs incurred in reviewing the plans and specifications for, and the progress of, the Alterations. Tenant is required to provide Landlord written notice of whether the Alterations include the Handling of any Hazardous Materials and whether these materials are of a customary and typical nature for industry practices. Upon completion of the Alterations, Tenant shall provide Landlord with copies of as built plans. Neither the approval by Landlord of plans and specifications relating to any Alterations nor Landlord’s supervision or monitoring of any Alterations shall constitute any warranty by Landlord to Tenant of the adequacy of the design for Tenant’s intended use or the proper performance of the Alterations.

9.02Performance of Alterations Work. All work relating to the Alterations shall be performed in compliance with the plans and specifications approved by Landlord, all applicable laws, ordinances, rules, regulations and directives of all governmental authorities having jurisdiction (including without limitation Title 24 of the California Administrative Code) and the requirements of all carriers of insurance on the Premises and the Building, the Board of Underwriters, Fire Rating Bureau, or similar organization. All work shall be performed in a diligent, first class manner and so as not to unreasonably interfere with any other tenants or occupants of the

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Building. All reasonable out of pocket costs incurred by Landlord relating to the Alterations shall be payable to Landlord by Tenant as additional rent upon demand including such support documents as are reasonably required by Tenant. No asbestos-containing materials shall be used or incorporated in the Alterations. No lead-containing surfacing material, solder, or other construction materials or fixtures where the presence of lead might create a condition of exposure not in compliance with Environmental Laws shall be incorporated in the Alterations.

9.03Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Premises by Tenant and its agents. Tenant shall keep Landlord, the Premises and the Building free from all liens, stop notices and violation notices relating to the Alterations or any other work performed for, materials furnished to or obligations incurred by or for Tenant and Tenant shall protect, indemnify, hold harmless and defend Landlord, the Premises and the Building of and from any and all loss, cost, damage, liability and expense, including attorneys’ fees, arising out of or related to any such liens or notices. Further, Tenant shall give Landlord not less then seven (7) business days prior written notice before commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of non-responsibility. Tenant shall also secure, prior to commencing any Alterations, at Tenant’s sole expense, a completion and lien indemnity bond satisfactory to Landlord for such work. During the progress of such work, Tenant shall, upon Landlord’s request, furnish Landlord with sworn contractor’s statements and lien waivers covering all work theretofore performed. Tenant shall satisfy or otherwise discharge all liens, stop notices or other claims or encumbrances arising as a result of any Alterations or any other work performed for Tenant within ten (10) days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance has been filed. If Tenant fails to pay and remove such lien, claim or encumbrance within such ten (10) days, Landlord, at its election, may pay and satisfy the same and in such event the sums so paid by Landlord, with interest from the date of payment at the rate set forth in Section 4.06 hereof for amounts owed Landlord by Tenant shall be deemed to be additional rent due and payable by Tenant at once without notice or demand.

9.04Lease Termination.Except as provided in this Section 9.04, upon expiration or earlier termination of this Lease Tenant shall surrender the Premises to Landlord in the same condition as existed on the date Tenant first occupied the Premises, (whether pursuant to this Lease or an earlier lease), subject to reasonable wear and tear. All Alterations shall become a part of the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease, unless Landlord shall, by written notice given to Tenant, require Tenant to remove some or all of Tenant’s Alterations, in which event Tenant shall promptly remove the designated Alterations and shall promptly repair any resulting damage, all at Tenant’s sole expense. All business and trade fixtures, machinery and equipment, furniture, movable partitions and items of personal property owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant; upon the expiration or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises or the Building caused by such removal. If Tenant fails to remove any such items (“Abandoned Items”) or repair such damage promptly after the expiration or earlier termination of the Lease, Landlord may, but need not, do so with no liability to Tenant, and Tenant shall pay Landlord the cost thereof upon written demand, including such support documents as are reasonably required by Tenant. Tenant agrees to indemnify Landlord for any and all loss, cost, damage, liability or expense as incurred (including but not limited to reasonable out of pocket attorneys’ fees and legal costs) arising out of or related to any claim, suit or judgment brought by or in favor of any person or persons for damage, loss or expense which arises out of, is occasioned by or is in any way attributable to the Abandoned Items. Notwithstanding the foregoing to the contrary, in the event that Landlord gives its consent, pursuant to the provisions of Section 9.01 of this Lease, to allow Tenant to make an Alteration in the Premises, Landlord agrees, upon Tenant’s written request, to notify Tenant in writing at the time of the giving of such consent whether Landlord will require Tenant, at Tenant’s cost, to remove such Alteration at the end of the Lease Term.

ARTICLE X - INDEMNIFICATION AND INSURANCE

10.01Indemnification.

(A)Tenant agrees to protect, indemnify, hold harmless and defend Landlord and any Mortgagee (except outside of Tenant’s premises), as defined herein, and each of their respective partners, directors, officers, agents and employees, successors and assigns, (except to the extent of the losses described below are caused by the gross negligence of Landlord, its agents and employees), from and against:

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(i)any and all loss, cost, damage, liability or expense as incurred (including but not limited to reasonable attorneys’ fees and legal costs) arising out of or related to any claim, suit or judgment brought by or in favor of any person or persons for damage, loss or expense due to, but not limited to, bodily injury, including death, or property damage sustained by such person or persons which arises out of, is occasioned by or is in any way attributable to the use or occupancy of the Premises or any portion of the Building by Tenant or the acts or omission of Tenant or its agents, employees, contractors, clients, invitees or subtenants except that caused by the negligence or willful misconduct of Landlord or its agents or employees. Such loss or damage shall include, but not be limited to, any injury or damage to, or death of, Landlord’s employees or agents or damage to the Premises or any portion of the Building.

(ii)any and all environmental damages which arise from: (i) the Handling of any Tenant’s Hazardous Materials, as defined in Section 6.03 or (ii) the breach of any of the provisions of this Lease. For the purpose of this Lease, “environmental damages” shall mean (a) all claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including without limitation, diminution in the value of the Premises or any portion of the Building, damages for the loss of or restriction on use of rentable or usable space or of any amenity of the Premises or any portion of the Building, and from any adverse impact on Landlord’s marketing of space); (b) all reasonable sums paid for settlement of claims, attorneys’ fees, consultants’ fees and experts’ fees; and (c) all costs incurred by Landlord in connection with investigation or remediation relating to the Handling of Tenant’s Hazardous Materials, whether or not required by Environmental Laws, necessary for Landlord to make full economic use of the Premises or any portion of the Building, or otherwise required under this Lease. To the extent that Landlord is held strictly liable by a court or other governmental agency of competent jurisdiction under any Environmental Laws, Tenant’s obligation to Landlord and the other indemnities under the foregoing indemnification shall likewise be without regard to fault on Tenant’s part with respect to the violation of any Environmental Law which results in liability to the indemnitee. Tenant’s obligations and liabilities pursuant to this Section 10.01 shall survive the expiration or earlier termination of this Lease.

(B)Landlord agrees to protect, indemnify, hold harmless and defend Tenant and each of its partners, directors, officers, agents and employees from and against any and all loss, cost, damage, liability or expense, including reasonable attorneys’ fees, with respect to any claim of damage or injury to persons or property at the Premises, caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees or the failure of Landlord to perform its obligations hereunder.

(C)Notwithstanding anything to the contrary contained herein, nothing shall be interpreted or used to in any way affect, limit, reduce or abrogate any insurance coverage provided by any insurers to either Tenant or Landlord.

(D)Notwithstanding anything to the contrary contained in this Lease, nothing herein shall be construed to infer or imply that Tenant is a partner, joint venturer, agent, employee, or otherwise acting by or at the direction of Landlord.

10.02Property Insurance.

(A)At all times during the Lease Term, Tenant shall procure and maintain, at its sole expense, “all-risk” property insurance, for damage or other loss caused by fire or other casualty or cause including, but not limited to, vandalism and malicious mischief, theft, water damage of any type, including sprinkler leakage, bursting of pipes, explosion, in an amount not less than one hundred percent (100%) of the replacement cost covering (a) all Alterations made by or for Tenant in the Premises; and (b) Tenant’s trade fixtures, equipment and other personal property from time to time situated in the Premises. The proceeds of such insurance shall be used for the repair or replacement of the property so insured, except that if not so applied or if this Lease is terminated following a casualty, the proceeds applicable to the leasehold improvements shall be paid to Landlord and the proceeds applicable to Tenant’s personal property shall be paid to Tenant.

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(B)At all times during the Lease Term, Tenant shall procure and maintain business interruption insurance in such amount as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in Section 10.02(A).

(C)Landlord shall, at all times during the Lease Term, procure and maintain “all-risk” property insurance in the amount not less than ninety percent (90%) of the insurable replacement cost covering the Building in which the Premises are located and such other insurance as may be required by a Mortgagee or otherwise desired by Landlord.

10.03Liability Insurance.

(A)At all times during the Lease Term, Tenant shall procure and maintain, at its sole expense, commercial general liability insurance applying to the use and occupancy of the Premises and the business operated by Tenant. Such insurance shall have a minimum combined single limit of liability of at least One Million Dollars ($1,000,000) per occurrence and a general aggregate limit of at least One Million Dollars ($1,000,000). All such policies shall be written to apply to all bodily injury, property damage, personal injury losses and shall be endorsed to include Landlord and its agents, beneficiaries, partners, employees, and any deed of trust holder or mortgagee of Landlord or any ground less or as additional insureds. Such liability insurance shall be written as primary policies, not excess or contributing with or secondary to any other insurance as may be available to the additional insureds.

(B)Prior to the sale, storage, use or giving away of alcoholic beverages on or from the Premises by Tenant or another person, Tenant, at its own expense, shall obtain a policy or policies of insurance issued by a responsible insurance company and in a form acceptable to Landlord saving harmless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses and costs, including actual attorneys’ fees, arising under any present or future law, statute, or ordinance of the State of California or other governmental authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Premises. Such policy or policies of insurance shall have a minimum combined single limit of One Million ($l,000,000) per occurrence and shall apply to bodily injury, fatal or nonfatal; injury to means of support; and injury to property of any person. Such policy or policies of insurance shall name Landlord and its agents, beneficiaries, partners, employees and any mortgagee of Landlord or any ground lessor of Landlord as additional insureds.

(C)Landlord shall, at all times during the Lease Term, procure and maintain commercial general liability insurance for the Building in which the Premises are located. Such insurance shall have minimum combined single limit of liability of at least Two Million Dollars ($2,000,000) per occurrence, and a general aggregate limit of at least Two Million Dollars ($2,000,000).

10.04Workers’ Compensation Insurance. At all times during the Lease Term, Tenant shall procure and maintain Workers’ Compensation Insurance in accordance with the laws of the State of California, and Employer’s Liability insurance with a limit not less than One Million Dollars ($1,000,000) Bodily Injury Each Accident; One Million Dollars ($1,000,000) Bodily Injury By Disease - Each Person; and One Million Dollars ($1,000,000) Bodily Injury to Disease - Policy Limit.

10.05Policy Requirements. All insurance required to be maintained by Tenant shall be issued by insurance companies authorized to do insurance business in the State of California and rated not less than A-VIII in Best’s Insurance Guide. A certificate of insurance (or, at Landlord’s option, copies of the applicable policies) evidencing the insurance required under this Article X shall be delivered to Landlord not less than thirty (30) days prior to the Commencement Date. No such policy shall be subject to cancellation or modification without thirty (30) days prior written notice to Landlord and to any deed of trust holder, mortgagee or ground lessor designated by Landlord to Tenant. Tenant shall furnish Landlord with a replacement certificate with respect to any insurance not less than thirty (30) days prior to the expiration of the current policy. Tenant shall have the right to provide the insurance required by this Article X pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and Landlord as required by this Lease.

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10.06Waiver of Subrogation. Each party hereby waives any right of recovery against the other for injury or loss due to hazards covered by insurance or required to be covered, to the extent of the injury or loss covered thereby. Any policy of insurance to be provided by Tenant or Landlord pursuant to this Article X shall contain a clause denying the applicable insurer any right of subrogation against the other party.

10.07Failure to Insure. If Tenant or Landlord fails to maintain any insurance which Tenant or Landlord is required to maintain pursuant to this Article X, Tenant shall be liable to Landlord and Landlord shall be liable to Tenant for any loss or cost resulting from such failure to maintain. Tenant may not self-insure against any risks required to be covered by insurance without Landlord’s prior written consent.

ARTICLE XI - DAMAGE OR DESTRUCTION

11.01Total Destruction. Except as provided in Section 11.03 below, this Lease shall automatically terminate if the Building is totally destroyed.

11.02Partial Destruction of Premises. If the Premises are damaged by any casualty and, in Landlord’s opinion, the Premises (exclusive of any Alterations made to the Premises by Tenant) can be restored to its pre-existing condition within two hundred ten (210) days after the date of the damage or destruction, Landlord shall, upon written notice from Tenant to Landlord of such damage, except as provided in Section 11.03, promptly and with due diligence repair any damage to the Premises (exclusive of any Alterations to the Premises made by Tenant, which shall be promptly repaired by Tenant at its sole expense) and, until such repairs are completed, the Rent shall be abated from the date of damage or destruction in the same proportion that the rentable area of the portion of the Premises which is unusable by Tenant in the conduct of its business bears to the total rentable area of the Premises. If such repairs cannot, in Landlord’s reasonable opinion, be made within said two hundred ten (210) day period, then either Landlord or Tenant shall have the right, by written notice given to the other within sixty (60) days after the date of the damage or destruction, to terminate this Lease as of the date of the damage or destruction.

11.03Exceptions to Landlord’s Obligations. Notwithstanding anything to the contrary contained in this Article XI, Landlord shall have no obligation to repair the Premises if either: (a) the Building in which the Premises are located is so damaged as to require repairs to the Building exceeding twenty percent (20%) of the full insurable value of the Building; or (b) Landlord elects to demolish the Building in which the Premises are located; or (c) the damage or destruction occurs less than two (2) years prior to the Termination Date, exclusive of option periods; or (d) the damage or destruction is caused by an uninsured event. Further, Tenant’s Rent shall not be abated if either (i) the damage or destruction is repaired within five (5) business days after Landlord receives written notice from Tenant of the casualty, or (ii) Tenant, or any officers, partners, employees, agents or invitees of Tenant, or any assignee or subtenant of Tenant, is, in whole or in part, responsible for the damage or destruction.

11.04Waiver. The provisions contained in this Lease shall supersede any contrary laws (whether statutory, common law or otherwise) now or hereafter in effect relating to damage, destruction, self-help or termination, including California Civil Code Sections 1932 and 1933.

ARTICLE XII - CONDEMNATION

12.01Taking. If the entire Premises or so much of the Premises as to render the balance unusable by Tenant shall be taken by condemnation, sale in lieu of condemnation or in any other manner for any public or quasi-public purpose (collectively “Condemnation”), and if Landlord, at its option, is unable or unwilling to provide substitute premises containing at least as much rentable area as described in Section 1.02 above, then this Lease shall terminate on the date that title or possession to the Premises is taken by the condemning authority, whichever is earlier.

12.02Award. In the event of any Condemnation, the entire award for such taking shall belong to Landlord. Tenant shall have no claim against Landlord or the award for the value of any unexpired term of this Lease or otherwise. Tenant shall be entitled to independently pursue a separate award in a separate proceeding for

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Tenant’s relocation costs directly associated with the taking, provided such separate award doss not diminish Landlord’s award.

12.03Temporary Taking.No temporary taking of the Premises shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, further, that any award for such temporary taking shall belong to Tenant to the extent that the award applies to any time period during the Lease Term and to Landlord to the extent that the award applies to anytime period outside the Lease Term.

ARTICLE XIII - RELOCATION

13.01Relocation. Landlord shall have the right, at its option upon not less than thirty (30) days prior written notice to Tenant, to relocate Tenant and to substitute for the Premises described above other space in the Building containing at least as much rentable area as the Premises described in Section 1.02 above with equal or better tenant improvement than the current premises. If Tenant is already in occupancy of the Premises, then Landlord shall approve in advance the relocation expenses for purposes of reimbursement for Tenant’s reasonable moving and telephone relocation expenses and for reasonable quantities of new stationery upon submission to Landlord of receipts for such expenditures incurred by Tenant.

ARTICLE XIV - ASSIGNMENT AND SUBLETTING

14.01Restriction.Without the prior written consent of Landlord, which shall not be unreasonably withheld, Tenant shall not assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a “Transfer”). For purposes of this Lease, the term “Transfer” shall not include any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). Tenant agrees to provide Landlord with written notice and such reasonable supporting documents regarding any of the events mentioned in the preceding clause. An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord’s option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an “Affiliate” without the prior written consent of Landlord, but upon at least twenty (20) days’ prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by Landlord or its managing agent. For purposes of this provision, the term “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term “control,” as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

14.02Notice to Landlord.If Tenant desires to assign this Lease or any interest herein, or to sublet all or any part of the Premises, then at least thirty (30) days but not more than one hundred eighty (180) days prior to the effective date of the proposed assignment or subletting, Tenant shall submit to Landlord in connection with Tenant’s request for Landlord’s consent:

(A)A statement containing (i) the name and address of the proposed assignee or subtenant; (ii) such financial information with respect to the proposed assignee or subtenant as Landlord shall reasonably require;

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(iii) the type of use proposed for the Premises; and:(iv) all of the principal terms of the proposed assignment or subletting; and

(B)Four (4) originals of the assignment or sublease on a form approved by Landlord and four (4) originals of the Landlord’s Consent to Sublease or Assignment and Assumption of Lease and Consent.

14.03Landlord’s Recapture Rights. At any time within twenty (20) business days after Landlord’s receipt of all (but not less than all) of the information and documents described in Section 14.02 above, Landlord may, at its option by written notice to Tenant, elect to: (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of the Lease upon the same terms as those offered to the proposed assignee; or (c) terminate the Lease in its entirely or as to the portion of the Premises proposed to be assigned or sublet, with a proportionate adjustment in the Rent payable hereunder of the Lease is terminated as to less than all of the Premises. If Landlord does not exercise any of the options described in the preceding sentence, then, during the above described twenty (20) business day period, Landlord shall either consent or deny its consent to the proposed assignment or subletting.

14.04Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld if, in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building; (v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed to cure a default at the time Tenant requests consent tot the proposed Transfer.

14.05Additional Rent. If Landlord consents to any such assignment or subletting, one half (1/2) of the amount by which all sums or other economic consideration received by Tenant in connection with such assignment or subletting, whether denominated as rental or otherwise, exceeds, in the aggregate, the total sum which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to less than all of the Premises under a sublease) shall be paid to Landlord promptly after receipt as additional Rent under the Lease without affecting or reducing any other obligation of Tenant hereunder.

14.06Landlord’s Costs. If Tenant shall Transfer this Lease or all or any part of the Premises or shall request the consent of Landlord to any Transfer, Tenant shall pay to Landlord as additional rent Landlord’s costs related thereto, including Landlord’s reasonable out of pocket attorneys’ fees and reasonable out of pocket expenses.

14.07Continuing Liability of Tenant. Notwithstanding any Transfer, including an assignment or sublease to an Affiliate, Tenant shall remain as fully and primarily liable for the payment of Rent and for the performance of all other obligations of Tenant contained in this Lease to the same extent as if the Transfer had not occurred unless in connection with an assignment, Landlord and Tenant agree that Tenant shall be released; provided, however, that any act or omission of any transferee, other than Landlord, that violates the terms of this Lease shall be deemed a violation of this Lease by Tenant.

14.08Non-Waiver. The consent by Landlord to any Transfer shall not relieve Tenant, or any person claiming through or by Tenant, of the obligation to obtain the consent of Landlord, pursuant to this Article XIV, to any further Transfer. In the event of an assignment or subletting, Landlord may collect rent from the assignee or the subtenant without waiving any rights hereunder and collection of the rent from a person other than Tenant shall not

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bedeemed a waiver of any of Landlord’s rights under this Article XIV, an acceptance of assignee or subtenant as Tenant, or a release of Tenant from the performance of Tenant’s obligations under this Lease. If Tenant shall default under this Lease and fail to cure within the time permitted, Landlord is irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured.

ARTICLE XV - DEFAULT AND REMEDIES

15.01Events of Default By Tenant. The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant:

(A)The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder as and when due, which failure continues for a period of three (3) business days following written notice.

(B)The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (without the payment of Rent) without providing a reasonable level of security.

(C)The making by Tenant of any assignment of this Lease or any sublease of all or part of the Premises, except as expressly permitted under Article XIV of this Lease.

(D)The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A), 15.01(B) or 15.01 (C) above, if such failure continues for thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the thirty (30) day period, no default shall exist if Tenant commences the curing of the default within the thirty (30) day period and thereafter diligently prosecutes the same to completion.

(E)The making by Tenant of any general assignment for the benefit of creditors, the filing by or against Tenant of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant the same is dismissed within thirty (30) days after filing); the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets at the Premises or Tenant’s interest in this Lease or the Premises, when possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other seizure of substantially all of Tenant’s assets located at the Premises or Tenant’s interest in this Lease or the Premises, if such seizure is not discharged within sixty (60) days.

(F)Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant in connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01.

15.02Landlord’s Right to Terminate Upon Tenant Default. In the event of any default by Tenant as provided in Section 15.01 above, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving written notice to Tenant of Landlord’s election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant:

(A)The worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus

(B)The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus

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(C)The worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus

(D)Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and

(E)At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

As used in subparagraphs (A) and (B) above, “worth at the time of award” shall be computed by allowing interest on such amounts at the then highest lawful rate of interest, but in no event to exceed one percent (1%) per annum plus the rate established by the Federal Reserve Bank of San Francisco on advances made to member banks under Sections of the Federal Reserve Act (“discount rate”) prevailing at the time of the award. As used in paragraph (C) above, “worth at the time of award” shall be computed by discounting such amount by (i) the discount rate of the Federal Reserve Bank of San Francisco prevailing at the time of award plus (ii) one percent (1%).

15.03Mitigation of Damages. If Landlord terminates this Lease or Tenant’s right to possession of the Premises, Landlord shall undertake commercially reasonable efforts to mitigate Landlord’s damages except to the extent required by applicable law. If Landlord has not terminated this Lease or Tenant’s right to possession of the Premises, Landlord shall have no obligation to mitigate under any circumstances and may permit the Premises to remain vacant or abandoned. If Landlord is required to mitigate damages as provided herein: (i) Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed such efforts as Landlord generally uses to lease other space in the Building, (ii) Landlord will not be deemed to have failed to mitigate if Landlord or its affiliates lease any other portions of the Building or other projects owned by Landlord or its affiliates in the same geographic area, before reletting all or any portion of the Premises, and (iii) any failure to mitigate as described herein with respect to any period of time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder by the reasonable rental value of the Premises during such period. In recognition that the value of the Building depends on the rental rates and terms of leases therein, Landlord’s rejection of a prospective replacement tenant based on an offer of rentals unreasonably below Landlord’s published rates for new leases of comparable space at the Building at the time in question, or at Landlord’s option, unreasonably below the rates provided in this Lease, or containing terms unreasonably less favorable than those contained herein, shall not give rise to a claim by Tenant that Landlord failed to mitigate Landlord’s damages.

15.04Landlord’s Right To Continue Lease Upon Tenant Default. In the event of a default of this Lease and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 15.02 above, Landlord may from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the foregoing, Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect after Tenant’s default and abandonment and recover Rent as it becomes due, if Tenant has the right to Transfer, subject to reasonable limitations). In the event Landlord re-lets the Premises, to the fullest extent permitted by law, the proceeds of any reletting shall be applied first to pay to Landlord all costs and expenses of such reletting (including without limitation, costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing new tenants, including expenses for redecoration, alterations and other costs in connection with preparing the Premises for the new tenant, and if Landlord shall maintain and operate the Premises, the reasonable out of pocket costs thereof) and receivers’ fees incurred in connection with the appointment of and performance by a receiver to protect the Premises and Landlord’s interest under this Lease and any necessary or reasonable alterations; second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; third, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to receive any portion of such revenue.

15.05Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense. If Tenant shall fail to pay any sum of

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money, other than Rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, Landlord may, but shall not be obligated to, make any payment or perform any such other act on Tenant’s part to be made or performed, without waiving or releasing Tenant of its obligations under this Lease. Any sums so paid by Landlord and all necessary incidental costs, together with interest thereon at the lesser of the maximum rate permitted by law if any or ten percent (10%) per annum from the date of such payment, shall be payable to Landlord as additional rent on demand and Landlord shall have the same rights and remedies in the event of nonpayment as in the case of default by Tenant in the payment of Rent.

15.06Default Under Other Leases.If the term of any lease, other than this Lease, heretofore or hereafter made by Tenant for any office space in the Building shall be terminated or terminable after the making of this Lease because of any default by Tenant under such other lease, such fact shall empower Landlord, at Landlord’s sole option, to terminate this Lease by notice to Tenant or to exercise any of the rights or remedies set forth in Section 15.02.

15.07Non Waiver. Nothing in this Article shall be deemed to affect Landlord’s rights to indemnification for liability or liabilities arising prior to termination of this Lease or Tenant’s right to possession of the Premises for personal injury or property damages under the indemnification clause or clauses contained in this Lease. No acceptance by Landlord of a lesser sum than the Rent then due shall be deemed to be other than on account of the earliest installment of such rent due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or pursue any other remedy in the Lease provided. The delivery of keys to any employee of Landlord or to Landlord’s agent or any employee thereof shall not operate as a termination of this Lease or a surrender of the Premises.

15.08Cumulative Remedies.The specific remedies to which Landlord may resort under the terms of the Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by Tenant of any provisions of the Lease. In addition to the other remedies provided in the Lease, Landlord shall be entitled to a restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of the Lease or to a decree compelling specific performance of any such covenants, conditions or provisions.

15.09Default by Landlord.Landlord’s failure to perform or observe any of its obligations under this Lease shall constitute a default by Landlord under this Lease only if such failure shall continue for a period of thirty (30) days (or the additional time, if any, that is reasonably necessary to promptly and diligently cure the failure) after Landlord receives written notice from Tenant specifying the default. The notice shall give in reasonable detail the nature and extent of the failure and shall identify the Lease provision(s) containing the obligation(s). If Landlord shall default in the performance of any of its obligations under this Lease (after notice and opportunity to cure as provided herein), Tenant may pursue any remedies available to it under the law and this Lease, except that, in no event, shall Landlord be liable for punitive damages, lost profits, business interruption, speculative, consequential or other such damages. If Landlord does not begin repairs or other obligations within thirty (30) days (or the additional time, if any, that is reasonably necessary to promptly and diligently cure the failure) after Landlord receives written notice from Tenant specifying the default, Tenant may self-help to perform repairs or any other obligation of Landlord, and shall have the right to withhold, set-off, or abate Rent.

15.10Abatement Recapture. Any agreement for free or abated rent, free parking, or other charges, or for the giving or paying by Landlord to or for Tenant of any cash or other bonus, inducement or consideration for Tenant’s entering into this Lease, all of which concessions are hereinafter referred to as “Abatement Provisions”, shall be deemed conditioned upon Tenant’s full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon the occurrence of a breach of this Lease by Tenant, any such Abatement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Landlord under such an Abatement Provision shall be immediately due and payable by Tenant to Landlord, notwithstanding any subsequent cure of said breach by Tenant. The acceptance by Landlord of rent or the cure of the breach which initiated the operation of this paragraph shall not be deemed a waiver by Landlord of the provisions of this paragraph unless specifically so stated in writing by Landlord at the time of such acceptance.

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ARTICLE XVI - ATTORNEYS’ FEES: COSTS OF SUIT

16.01Attorneys Fees. If either Landlord or Tenant shall commence any action or other proceeding against the other arising out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, in addition to any other relief, its reasonable out of pocket attorneys’ fees and expenses irrespective of whether or not the action or other proceeding is prosecuted to judgment and irrespective of any court schedule of reasonable attorneys’ fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys’ fees incurred in collecting Rent, resolving any actual default by Tenant, securing indemnification as provided in Article X and paragraphs, 16.02, 23.01 and 25.01 herein or otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant’s obligations under this Lease.

16.02Indemnification.Should Landlord be made a party to any litigation instituted by Tenant against a party other than Landlord, or by a third party against Tenant, Tenant shall indemnify, hold harmless and defend Landlord from any and all loss, cost, liability, damage or expense incurred by Landlord, including attorneys’ fees, in connection with the litigation except to the extend caused by Landlord’s negligence or willful misconduct..

ARTICLE XVII - SUBORDINATION AND ATTORNMENT

17.01Subordination.This Lease, and the rights of Tenant hereunder, are and shall be subject and subordinate to the interest of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord; (vi) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (vii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements. Landlord shall provide Tenant with Lender’s SNDA and will reasonably assist with future Lender’s.

17.02Attornment.If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall attorn to and

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recognize as Tenant’s landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord’s succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s customary form of Subordination and Non-Disturbance Agreement. If after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall have no further obligation to Tenant with respect thereto.

17.03Mortgagee Protection.Tenant agrees to give any Mortgagee, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has been notified in writing (by way of service on Tenant of a copy of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee (hereafter the “Notified Party”). Tenant further agrees that if Landlord shall have failed to cure such default within twenty (20) days after such notice to Landlord (or if such default cannot be cured or corrected within that time, then such additional time as may be necessary if Landlord has commenced within such twenty (20) days and is diligently pursuing the remedies or steps necessary to cure or correct such default), then the Notified Party shall have an additional thirty (30) days within which to cure or correct such default (or if such default cannot be cured or corrected within that time, then such additional time as may be necessary if the Notified Party has commenced within such thirty (30) days and is diligently pursuing the remedies or steps necessary to cure or correct such default). Until the time allowed, as aforesaid, for the Notified Party to cure such default has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of Landlord’s default.

ARTICLE XVIII - QUIET ENJOYMENT

18.01Provided that Tenant performs all of its obligations hereunder; Tenant shall have and peaceably enjoy the Premises during the Lease Term free of claims by or through Landlord, subject to all of the terms and conditions contained in this Lease.

ARTICLE XIX - RULES AND REGULATIONS

19.01The Rules and Regulations attached hereto as Exhibit C are hereby incorporated by reference herein and made a part hereof. Tenant shall abide by, and faithfully observe and comply with the Rules and Regulations and any reasonable and non-discriminatory amendments, modifications and/or additions thereto as may hereafter be adopted and published by written notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness of the Premises and/or the Building. Landlord shall not be liable to Tenant for any violation of such rules and regulations by any other tenant or occupant of the Building, although Landlord agrees to make commercially reasonable efforts to enforce.

ARTICLE XX - ESTOPPEL CERTIFICATES

20.01Tenant agrees at any time and from time to time upon not less than ten (10) days’ prior written notice from Landlord to execute, acknowledge and deliver to Landlord a statement in writing addressed and certifying to Landlord, to any current or prospective Mortgagee or any assignee thereof, to any prospective purchaser of the land, improvements or both comprising the Building, and to any other party designated by Landlord, that this Lease is unmodified and in full force and effect (of if there have been modifications, that the same is in full force and effect as modified and stating the modifications); that Tenant has accepted possession of the Premises, which are acceptable in all respects, and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; that Tenant is in full occupancy of the Premises; that no rent has been paid more than thirty (30) days in advance; that the first month’s Base Rent has been paid; that Tenant is entitled to no free rent or other concessions except as stated in this Lease; that Tenant has not been notified of any

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previous assignment of Landlord’s or any predecessor landlord’s interest under this Lease; the dates to which Base Rent, additional rental and other charges have been paid; that Tenant, as of the date of such certificate, has no charge, lien or claim of setoff under this Lease or otherwise against Base Rent, additional rental or other charges due or to become due under this Lease; that Landlord is not in default in performance of any covenant, agreement or condition contained in this Lease; or any other matter relating to this Lease or the Premises or, if so, specifying each such default In addition, in the event that such certificate is being given to any Mortgagee, such statement may contain any other provisions customarily required by such Mortgagee including, without limitation, an agreement on the part of Tenant to furnish to such Mortgagee, written notice of any Landlord default and a reasonable opportunity for such Mortgagee to cure such default prior to Tenant being able to terminate this Lease. Any such statement delivered pursuant to this Section may be relied upon by Landlord or any Mortgagee, or prospective purchaser to whom it is addressed and such statement, if required by its addressee, may so specifically state.

ARTICLE XXI - ENTRY BY LANDLORD

21.01Landlord may enter the Premises at all reasonable times and upon prior reasonable notice to: inspect the same; exhibit the same to prospective purchasers, Mortgagees or tenants; determine whether Tenant is complying with all of its obligations under this Lease; supply janitorial and other services to be provided by Landlord to Tenant under this Lease; post notices of non-responsibility; and make repairs or improvements in or to the Building or the Premises; provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as reasonably possible. Tenant hereby waives any claim for damages for any injury or inconvenience to, or interference with, Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry.

Notwithstanding anything to the contrary contained herein, Landlord shall not have at any time during the term of this Lease the right to have access to or take possession of any of Tenant’s business records or the records or the personal property located on the Premises of any customer of Tenant or of any third party. Furthermore, any rights and remedies of Landlord to enter upon and assume control of the Premises and of any personal property thereof are subject to the power of the Commissioner of the California Department of Financial Institutions and other bank regulatory agencies.

ARTICLE XXII

LANDLORD’S LEASE UNDERTAKINGS EXCULPATION FROM PERSONAL LIABILITY;

TRANSFER OF LANDLORD’S INTEREST

22.01Landlord’s Lease Undertakings. Notwithstanding anything to the contrary contained in this Lease or in any exhibits, Riders or addenda hereto attached (collectively the “Lease Documents”), it is expressly understood and agreed by and between the parties hereto that: (a) the recourse of Tenant or its successors or assigns against Landlord with respect to the alleged breach by or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents or otherwise arising out of Tenant’s use of the Premises or the Building (collectively, “Landlord’s Lease Undertakings”) shall extend only to Landlord’s interest in the real estate of which the Premises demised under the Lease Documents are a part (“Landlord’s Real Estate”) and not to any other assets of Landlord or its officers, directors or shareholders; and (b) except to the extent of Landlord’s interest in Landlord’s Real Estate, no personal liability or personal responsibility of any sort with respect to any of Landlord’s Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Landlord, Jamison Services, Inc., or against any of their respective directors, officers, employees, agents, constituent partners, beneficiaries, trustees or representatives. Landlord represents and warrants to Tenant that (i) fee title to the Project and Premises is vested in Landlord, and, as of the date of this Lease, is subject to no defects or encumbrances that would prevent or interfere with the Agreed Use; (ii) by executing this Lease and by allowing Tenant to use the Premises for the Agreed Use, Landlord is not violating and will not be violating any restrictive covenant or agreement contained in any other lease or contract affecting Landlord or the Premises; (iii) except as disclosed to Tenant in writing prior to Tenant’s execution of this Lease, there is no active litigation with respect to the Project involving other existing or prior tenants, adjacent landowners or governmental

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agencies and (iv) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized.

22.02Transfer of Landlord’s Interest. In the event of any transfer of Landlord’s interest in the Building, Landlord shall be automatically freed and relieved from all applicable liability with respect to performance of any covenant or obligation on the part of Landlord, provided any deposits or advance rents held by Landlord are turned over to the grantee and said grantee expressly assumes, subject to the limitations of this Section 22, all the terms, covenants and conditions of this Lease to be performed on the part of Landlord, it being intended hereby that the covenants and obligations contained in this Lease on the part of Landlord shall, subject to all the provisions of this Section 22, be binding on Landlord, its successors and assigns, only during their respective periods of ownership.

ARTICLE XXIII - HOLDOVER TENANCY

23.01Tenant has no right to retain possession of the Premises upon expiration or termination of the Lease. If Tenant holds possession of the Premises after the expiration or termination of the Lease Term, by lapse of time or otherwise, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to Lease Term and Rent. During such holdover period, Tenant shall pay to Landlord a monthly rental equivalent to one hundred twenty five percent (125%) of the Rent Payable by Tenant to Landlord with respect to the last month of the Lease Term. The monthly rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. All options, rights of first refusal, concessions and discounts, if any, granted under this Lease shall be deemed terminated and of no force or effect during such month-to-month tenancy. Without limiting the foregoing, Tenant hereby agrees to indemnify, defend and hold harmless Landlord, its beneficiary, and their respective agents, contractors and employees, from and against any and all claims, liabilities, actions, losses, damages (including without limitation, direct, indirect, incidental and consequential) and expenses ( including, without limitation, court costs and reasonable attorneys’ fees) asserted against or sustained by any such party and arising from or by reason of such retention of possession, which obligations shall survive the expiration or termination of the Lease Term.

ARTICLE XXIV - NOTICES

24.01All notices which Landlord or Tenant may be required, or may desire, to serve on the other may be served, as an alternative, to personal service, by mailing the same by registered or certified mail, postage prepaid, addressed to Landlord at the address for Landlord set forth in Section l.12 above and to Tenant at the address for Tenant set forth in Section 1.13 above, or, from and after the Commencement Date, to Tenant at the Premises whether or not Tenant has departed from, abandoned or vacated the Premises, or addressed to such other address or addresses as either Landlord or Tenant may from time to time designate to the other in writing. Any notice shall be deemed to have been served at the time the same was posted.

ARTICLE XXV - BROKERS

25.01The parties recognize as the broker who procured this Lease the firm specified in Section 1.14 and agree that Landlord shall be solely responsible for the payment of any brokerage commissions to said broker, and that Tenant shall have no responsibility there for unless written provision to the contrary has been made a part of this Lease. If Tenant has dealt with any other person or real estate broker in respect to leasing, subleasing or renting space in the Building, Tenant shall protect, indemnify, hold harmless and defend Landlord from any liability in respect thereto.

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ARTICLE XXVI - ELECTRONIC SERVICES

26.01Tenant’s Lines. Tenant may, in a manner consistent with the provisions and requirements of this Lease, install, maintain, replace, remove or use any communications or computer or other electronic service wires, cables and related devices (collectively the “Lines”) at the Building in or serving the Premises, provided: (a) Tenant shall obtain Landlord’s prior written consent, which consent will not be unreasonably withheld by Landlord, (b) if Tenant at any time uses any equipment that may create an electromagnetic field exceeding the normal insulation ratings of ordinary twisted pair riser cable or cause radiation higher than normal background radiation, the Lines therefor (including riser cables) shall be appropriately insulated to prevent such excessive electromagnetic fields or radiation, and (c) Tenant shall pay all costs in connection therewith. Landlord reserves the right to require that Tenant remove any Lines which are installed in violation of these provisions. Tenant shall not, without the prior written consent of Landlord in each instance, grant to any third party a security interest or lien in or on the Lines, and any such security interest or lien granted without Landlord’s written consent shall be null and void.

26.02Definition of Electronic Services. As used herein “Electronic Services Provider” means a business which provides telephone, telegraph, telex, video, other telecommunications or other services which permit Tenant to receive or transmit information by the use of electronics and which require the use of wires, cables, antennas or similar devices in or on the Building. The services of Electronic Services Providers are sometimes referred to herein as “Electronic Services.”

26.03No Right to Specific Services. Landlord shall have no obligation (i) to install any Electronic Services equipment or facilities, (ii) to make available to Tenant the services of any particular Electronic Services Provider, Landlord may (but shall not have the obligation to): (x) install new Lines at the property, (y) create additional space for Lines at the property, and (z) adopt reasonable and uniform rules and regulations with respect to Lines.

26.04Limitation of Landlord’s Responsibility. Tenant acknowledges and agrees that all Electronic Services desired by Tenant shall be ordered and utilized at the sole expense of Tenant. Unless Landlord otherwise requests or consents in writing, all of Tenant’s Electronic Services equipment shall be and remain solely in the Tenant’s premises and the telephone closet(s) on the floor(s) on which the Tenant’s premises is located, in accordance with rules and regulations adopted by Landlord from time to time. Unless otherwise specifically agreed to in writing, Landlord shall have no responsibility for the maintenance of Tenant’s Electronic Services equipment, including Lines; nor for any Lines or other infrastructure to which Tenant’s Electronic Services equipment may be connected. Tenant agrees that to the extent any Electronic Services are interrupted, curtailed or discontinued, Landlord shall have no obligation or liability with respect thereto and it shall be the sole obligation of Tenant at its own expense to obtain substitute service. Except to the extent arising from the intentional or grossly negligent acts of Landlord or Landlord’s agents or employees, Landlord shall have no liability for damages arising from,and Landlord does not warrant that Tenant’s use of any Lines will be free from the following (collectively called “Line Problems”): (x) any eavesdropping or wire tapping by unauthorized parties, (y) any failure of any Lines to satisfy Tenant’s requirements, or (z) any shortages, failures, variations, interruptions, disconnection’s, loss or damage caused by the installation, maintenance, replacement, use or removal of Lines by or for other tenants or occupants at the property. Under no circumstances shall any Line Problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from performance of Tenant’s obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption or other consequential damage arising from any Line Problems.

26.05Necessary Service Interruptions. Landlord shall have the right, upon reasonable prior notice to Tenant, to interrupt or turn off Electronic Services facilities in the event of emergency or as necessary in connection with maintenance, repairs or construction at the Building or installation of Electronic Services equipment for other Tenants of the Building or on account of violation by the Electronic Services Provider or owner of the Electronic Services equipment of any obligation to Landlord or in the event that Tenant’s use of the Electronic Services infrastructure of the Building materially interferes with the Electronic Services of other tenants of the Building.

26.06Removal of Equipment, Wiring and Other Facilities. Any and all Electronic Services equipment installed in the Tenant’s Premises or elsewhere in the Building by or on behalf of Tenant, including Lines, or other facilities for Electronic Services reception or transmittal, shall be removed prior to the expiration or earlier

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termination of the Lease term, by Tenant at its sole cost or if Tenant fails to do so, by Landlord at Tenant’s sole cost with the cost thereof to be paid as additional rent. Landlord shall have the right, however, upon written notice to Tenant given no later than thirty (30) days prior to the expiration or earlier termination of the Lease term (except that the notice period shall extend to thirty (30) days beyond the date of termination of the Lease if it is terminated by either party due to a default by the other), to require Tenant to abandon and leave in place, without additional payment to Tenant or credit against rent, any and all Electronic Services Lines and related infrastructure, or selected components thereof, whether located in the Tenant’s premises or elsewhere in the Building.

26.07New Provider Installations. In the event that Tenant wishes at any time to utilize the services of an Electronic Services Provider whose equipment is not then servicing the Building, no such Electronic Services Provider shall be permitted to install its Lines or other equipment within the Building without first securing the prior written approval of the Landlord which will not be unreasonably withheld or conditioned. Landlord’s approval shall not be deemed any kind of warranty or representation by Landlord, including, without limitation, any warranty or representation as to the suitability, competence, or financial strength of the Electronic Services Provider. Without limitation of the foregoing standard, unless all of the following conditions are satisfied to Landlord’s satisfaction, it shall be reasonable for Landlord to refuse to give its approval: (i) Landlord shall incur no current expense or risk or future expense whatsoever with respect to any aspect of the Electronic Services Provider’s provision of its Electronic Services, including without limitation, the costs of installation, materials and services; (ii) prior to commencement of any work in or about the Building by the Electronic Services Provider, the Electronic Services Provider shall supply Landlord with such written indemnities, insurance, financial statements, and such other items as Landlord reasonably determines to be necessary to protect its financial interests and the interests of the Building relating to the proposed activities of the Electronic Services Provider; (iii) the Electronic Services Provider agrees to abide by such rules and regulations, Building and other codes, job site rules and such other requirements as are reasonably determined by Landlord to be necessary to protect the interests of the Building, the Tenants in the Building and Landlord, in the same or similar manner as Landlord has the right to protect itself and the Building with respect to proposed alterations as described in Article IX of this Lease; (iv) Landlord reasonably determines that, considering other potential uses for space in the Building, there is sufficient space in the Building for the placement of all of the provider’s equipment, conduit, Lines and other materials; (v) the Electronic Services Provider agrees to abide by Landlord’s requirements, if any, that provider use existing Building conduits and pipes or use Building contractors (or other contractors approved by Landlord); (vi) Landlord receives from the Electronic Services Provider such compensation as is reasonably determined by Landlord to compensate it for space used in the Building for the storage and maintenance of the Electronic Services Provider’s equipment, for the fair market value of a Electronic Services Provider’s accessto the Building, for the use of common or core space within the Building and the costs which may reasonably be expected to be incurred by Landlord; (vii) the provider agrees to deliver to Landlord detailed “as built” plans immediately after the installation of the provider’s equipment is complete; and (viii) all of the foregoing matters are documented in a written license agreement between Landlord and the provider, the form and content of which is reasonably satisfactory to Landlord.

26.08Limit of Default or Breach. Notwithstanding any provision of the proceeding paragraphs to the contrary, the refusal of Landlord to grant its approval to any prospective Electronic Services Provider shall not be deemed a default or breach by Landlord of its obligation under this Lease unless and until Landlord is adjudicated to have acted unreasonably with respect to Tenant’s request for approval, and in that event, Tenant shall still have no right to terminate the Lease or claim an entitlement to rent abatement, but may as Tenant’s sole and exclusive recourse seek a judicial order of specific performance compelling Landlord to grant its approval as to the prospective provider in question. The provisions of this paragraph may be enforced solely by Tenant and Landlord, are not for the benefit of any other party, and specifically but without limitation, no telephone or other Electronic Services Provider shall be deemed a third party beneficiary of this Lease.

26.09Installation and Use of Wireless Technologies. Tenant shall not utilize any wireless Electronic Services equipment (other than usual and customary cellular telephones), including antennae and satellite receiver dishes, within the Tenant’s premises, within the Building or attached to the outside walls or roof of the Building, without Landlord’s prior written consent. Such consent may be conditioned in such a manner so as to protect Landlord’s financial interests and the interests of the Building, and the other tenants therein, in a manner similar to the arrangements described in the immediately preceding paragraphs.

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26.10       Limitation of Liability For Equipment Interference. In the event that Electronic Services equipment, Lines and facilities or satellite and antennae equipment of any type installed by or at the request of Tenant within the Tenant’s premises, on the roof, or elsewhere within or on the Building causes interference to equipment used by another party, Tenant shall cease using such equipment, Lines and facilities or satellite and antennae equipment until the source of the interference is identified and eliminated and Tenant shall assume all liability related to such interference. Tenant shall cooperate with Landlord and other parties, to eliminate such interference promptly. In the event that Tenant is unable to do so, Tenant will substitute alternative equipment which remedies the situation. If such interference persists, Tenant shall, at Landlord’s sole discretion, remove such equipment.

ARTICLE XXVII - PARKING

27.01       During the term of this Lease, Tenant shall be entitled to rent the number of Tenant’s Parking Stalls, if any, described in Section 1.16 of this Lease in the parking facilities located within the Building. Such parking shall be on a non-assigned basis, and shall be at such rates and upon such other terms and conditions as are published or posted from time to time by Landlord (or, at Landlord’s option, the operator or lessee of the parking facilities). Tenant’s visitors shall have the right to use the parking facilities, subject to availability and to the rates, rules and regulations governing visitor parking from time to time adopted by Landlord (or, at Landlord’s option, the operator or master lessee of the parking facilities). Landlord shall provide one hour free parking to Tenant’s customers and visitors; thereafter, the Building’s standard rates shall apply.

ARTICLE XXVIII - MISCELLANEOUS

28.1         Entire Agreement. This Lease contains all of the agreements and understandings relating to the leasing of the Premises and the obligations of Landlord and Tenant in connection with such leasing. Landlord has not made, and Tenant is not relying upon, any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except as expressly set forth herein. This Lease supersedes any and all prior agreements and understandings between Landlord and Tenant and alone expresses the agreement of the parties.

28.2         Amendments. This Lease shall not be amended, changed or modified in any way unless in writing executed by Landlord and Tenant. Landlord shall not have waived or released any of its rights hereunder unless in writing and executed by Landlord.

28.03       Successors. Except as expressly provided herein, this Lease and the obligations of Landlord and Tenant contained herein shall bind and benefit the successors and assigns of the parties hereto.

28.04       Force Majeure. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any failure to perform, any of Landlord’s obligations hereunder if such failure is caused by any reason beyond the control of Landlord including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation, or by fire, earthquake, civil commotion, of failure or disruption of utility services. The amount of time for Landlord to perform any of Landlord’s obligations shall be extended by the amount of time Landlord is delayedin performing such obligation by reason of any force majeure occurrence whether similar to or different from the foregoing types of occurrences.

28.05       Survival of Obligations. Any obligations of Tenant accruing prior to the expiration of the Lease shall survive the expiration or earlier termination of the Lease, and Tenant shall promptly perform all such obligations whether or not this Lease has expired or been terminated.

28.06       Light and Air. No diminution or shutting off of any light, air or view by any structure now or hereafter erected shall in any manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder.

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28.07       Governing Law. This Lease shall be governed by, and construed in accordance with, the laws of the State of California.

28.08       Severability. In the event any provision of this Lease is found to be unenforceable, the remainder of this Lease shall not be affected, and any provision found to be invalid shall be enforceable to the extent permitted by law. The parties agree that in the event two different interpretations may be given to any provision hereunder, one of which will render the provision unenforceable, and one of which will render the provision enforceable, the interpretation rendering the provision enforceable shall be adopted.

28.09       Captions. All captions, headings, titles, numerical references and computer highlighting are for convenience only and shall have no effect on the interpretation of this Lease.

28.10       Interpretation. Tenant acknowledges that it has read and reviewed this Lease and that it has had the opportunity to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties.

28.11       Independent Covenants. Each covenant, agreement, obligation or other provision of this Lease to be performed by Tenant are separate and independent covenants of Tenant, and not dependent on any other provision of the Lease.

28.12       Number and Gender. All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include the appropriate number and gender, as the context may require.

28.13       Time is of the Essence. Time is of the essence of this Lease and the performance of all obligations hereunder.

28.14       Joint and Several Liability. If Tenant comprises more than one person or entity, or if this Lease is guaranteed by any party, all such persons shall be jointly and severally liable for payment of rents and the performance of Tenant’s obligations hereunder. If Tenant comprises more than one person or entity and fewer than all of the persons or entities comprising Tenant abandon the Premises, Landlord, at its sole option, may treat the abandonment by such person or entities as an event of default and exercise with respect to such persons the rights and remedies provided in Article XV without affecting the right or obligations of the persons or entities comprising Tenant which have not abandoned the property.

28.15       Exhibits. Exhibits A (Outline of Premises), B (Work Letter Agreement), C (Rules and Regulations), D (Guaranty), E (Suite Acceptance Letter), and Addendum are incorporated into this Lease by reference and made a part hereof.

28.16       Offer to Lease. The submission of this Lease to Tenant or its broker or other agent, does not constitute an offer to Tenant to lease the Premises. This Lease shall have no force and effect until (a) it is executed and delivered by Tenant to Landlord and (b) it is fully reviewed and executed by Landlord.

28.17       No Counterclaim; Choice of Laws In addition, Tenant hereby submits to local jurisdiction in the State of California and agrees that any action by Tenant against Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tenant for any action brought by Landlord against Tenant in the State of California.

28.18       Electrical Service to the Premises. Anything set forth in Section 7.01 or elsewhere in this Lease to the contrary notwithstanding, electricity to the Premises shall not be furnished by Landlord, but shall be furnished by the approved electric utility company serving the Building. Landlord shall permit Tenant to receive such service directly from such utility company at Tenant’s cost (except as otherwise provided herein) and shall permit Landlord’s wire and conduits, to the extent available, suitable and safely capable, to be used for such purposes.

29

28.19       Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being deemed an eviction or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for set-off or abatement of Rent: (i ) to change the name or street address of the Building; (ii) to install, affix and maintain all signs on the exterior and/or interior of the Building; (iii) to designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises and, notwithstanding the provisions of Article IX, the design, arrangement, style, color and general appearance of the portion of the Premises visible from the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure and used for substantially the same purposes that are generally prevailing in comparable office buildings in the area; (iv) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building, provided no suchchange shall materially adversely affect access to the Premises; (v) to grant any party the exclusive fight to conduct any business or render any service in the Building, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes permitted under this Lease; (vi) to prohibit the placement of vending or dispensing machines of any kind in or about the Premises other than for use by Tenant’s employees; (vii) to prohibit the placement of video or other electronic games in the Premises; (viii) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises according to the rules of the United States Post Office and to discontinue any mail chute business in the Building; (ix) to close the Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times under such rules and regulations as Landlord prescribes for security purposes; (x) to install, operate and maintain security systems which monitor, by close circuit television or otherwise, all persons entering or leaving the Building; (xi) to install and maintain pipes, ducts, conduits, wires and structural elements located in the Premises which serve other parts or other tenants of the Building; and (xii) to retain at all times master keys or pass keys to the Premises; (xiii) to establish and, from time to time, to change, alter and amend, and to enforce, against Tenant and the other users of the common areas, including automobile parking areas and structures, the parking spaces therein, driveways, entrances and exits and the sidewalks and pedestrian passageways, such reasonable rules and regulations as may be deemed necessary or advisable by Landlord for the proper and efficient operation and maintenance of the common areas

IN WITNESS WHEREOF, the parties hereto have executed this lease as of the date first above written.

LANDLORD:		TENANT:
2140 Lake, LLC.a Delaware limited liability company		Wilshire State Bank,a California Banking Corporation
By: Jamison Services, Inc. a California corporation Its: Authorized Agent
		By:	/s/ David Kim
			David Kim
By:	/s/ Paul T. Kim	Its:	Sr. Vice President
	Paul T. Kim, C.P.M.
	President

30

EXHIBIT A

FLOOR PLAN TO BE ATTACHED

EXHIBIT B

INTENTIONALLY OMITTED

EXHIBIT C

RULES AND REGULATIONS

1.             The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or used for any purpose other than ingress and egress. The halls, passages, entrances, elevators, stairways, balconies and roof are not for the use of the general public, and Landlord shall in all cases retain the right to control or prevent access thereto by all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation or interests of Landlord and its tenants, provided that nothing herein contained shall be construed to prevent such access by persons with whom the tenant normally deals in the ordinary course of its business unless such persons are engaged in illegal activities. No tenant and no employees of any tenant shall go upon the roof of the Building without the written consent of Landlord.

2.             No awnings or other projections shall be attached to the outside walls or surfaces of the Building nor shall the interior or exterior of any windows be coated without the prior written consent of Landlord. Except as otherwise specifically approved by Landlord, all electrical ceiling fixtures hung in offices or spaces along the perimeter of the Building must be fluorescent and of a quality, type, design and bulb color approved by Landlord. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises.

3.             No sign, picture, plaque, advertisement, notice or other material shall be exhibited, painted, inscribed or affixed by any tenant on any part of, or so as to be seen from the outside of, the Premises or the Building without the prior written consent of Landlord. In the event of the violation of the foregoing by any tenant, Landlord may remove the same without any liability, and may charge the expense incurred in such removal to the tenant violating this rule. Interior signs on doors and the directory tablet shall be inscribed, painted or affixed for each tenant by Landlord at the expense of such tenant, and shall be of a size, color and style acceptable to Landlord.

4.             The toilets and wash basins and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. All damage resulting from any misuse of the fixtures shall be borne by tenant who, or whose servants, employees, agents, visitors or licensees, shall have caused the same.

5.             No tenant or its officers, agents, employees or invitees shall mark, paint, drill into, or in any way deface any part of the Premises or the Building. No boring, cutting or stringing of wires or laying of linoleum or other similar floor coverings shall be permitted except with the prior written consent of Landlord and as Landlord may direct.

6.             No bicycles, vehicles or animals of any kind shall be brought into or kept in or about the Premises and no cooking shall be done or permitted by any tenant on the Premises except that microwave cooking in a UL approved microwave oven and the preparation of coffee, tea, hot chocolate and similar items for the tenant and its employees and business visitors shall be permitted. Tenant shall not cause or permit any unusual or objectionable odors to escape from the Premises.

7.             The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the use of the Premises for general office purposes. No tenant shall engage or pay any employees on the Premises except those actually working for such tenant on the Premises nor advertise for laborers giving an address at the Premises. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes.

8.             No tenant or its officers, agents, employees or invitees shall make, or permit to be made any unseemly or disturbing noises, sounds or vibrations or disturb or interfere with occupants of this or neighboring buildings or Premises or those having business with them whether by the use of any musical instrument, radio, phonograph, unusual noise, or in any other way.

9.             No tenant or its officers, agents, employees or invitees shall throw anything out of doors, balconies or down the passageways.

10.           Tenant shall not maintain armed security in or about the Premises nor possess any weapons, explosives, combustibles or other hazardous devices in or about the Building and/or Premises.

11.           No tenant or its officers, agents, employees or invitees shall at any time use, bring or keep upon the Premises any flammable, combustible, explosive, foul or noxious fluid, chemical or substance, or do or permit anything to be done in the leased Premises, or bring or keep anything therein, which shall in any way increase the rate of fire insurance on the Building, or on the property kept therein, or obstruct or interfere with the rights of other tenants, or in any way injure or annoy them, or conflict with the regulations of the Fire Department or the fire laws, or with any insurance policy upon the Building, or any part thereof, or with any rules and ordinances established by the Board of Health or other governmental authority.

12.           No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any changes be made in existing locks or the mechanism thereof. Each tenant must, upon the termination of this tenancy, restore to Landlord all keys of stores, offices, and toilet rooms, either furnished to, or otherwise procured by, such tenant, and in the event of the loss of any keys so furnished, such tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such change.

13.           All removals, or the carrying in or out of any safes, freight, furniture, or bulky matter of any description must take place during the hours which Landlord may determine form time to time. The moving of safes or other fixtures or bulky matter of any kind must be made upon previous notice to the manager of the Building and under his or her supervision, and the persons employed by any tenant for such work must be acceptable to Landlord. Landlord reserves the right to inspect all safes, freight or other bulky articles to be brought into the Building and to exclude from the Building all safes, freight or other bulky articles which violate any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. Landlord reserves the right to prohibit or impose conditions upon the installation in the Premises of heavy objects which might overload the building floors. Landlord will not be responsible for loss of or damage to any safes, freight, bulky articles or other property from any cause, and all damage done to the Building by moving or maintaining any such safe or other property shall be repaired at the expense of the tenant.

14.           No tenant shall purchase or otherwise obtain for use in the Premises water, ice, towel, vending machine, janitorial, maintenance or other like services, or accept barbering or bootblacking services, except from persons authorized by Landlord, and at hours and under regulations fixed by Landlord.

15.           Landlord shall have the right to prohibit any advertising by any tenant which, in Landlord’s opinion, tends to impair the reputation of the Building or its desirability as an office building and upon written notice from Landlord any tenant shall refrain from or discontinue such advertising. No tenant shall use any graphic image of the Building or any part of the Building for advertising or public relations without Landlord’s written permission.

16.           Landlord reserves the right to exclude from the Building between the hours of 10:00 p.m. and 7:00 a.m. and at all hours of Saturdays, Sundays and legal holidays all persons who do not present a pass signed by Landlord. Landlord shall furnish passes to persons for whom any tenant requests the same in writing. Each tenant shall be responsible for all persons for whom he requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In the case of invasion, mob, riot, public excitement or other commotion, Landlord reserves the right to prevent access to the Building during the continuance of the same, by closing of the gates and doors or otherwise, for the safety of the tenants and others and the protection of the Building and the property therein.

17.           Any outside contractor employed by any tenant, shall, while in the Building, be subject to the prior written approval of Landlord and subject to the Rules and Regulations of the Building. Tenant shall be responsible

for all acts of such persons and Landlord shall not be responsible for any loss or damage to property in the Premises, however occurring.

18.               All doors opening onto public corridors shall be kept closed, except when in use for ingress and egress, and left locked when not in use.

19.               The requirements of tenants will be attended to only upon application to the Office of the Building.

20.               Canvassing, soliciting and peddling in the Building are prohibited and each tenant shall cooperate to prevent the same.

21.               All office equipment of any electrical or mechanical nature shall be placed by tenants in the Premises in setting approved by Landlord,to absorb or prevent any vibration, noise or annoyance.

22.               No air conditioning unit or other similar apparatus shall be installed or used by any tenant without the written consent of Landlord.

23.           There shall not be used in any space, or in the public halls of the Building either by any tenant or others, any hand trucks except those equipped with rubber tires and side guards.

24.               Landlord will direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or cutting for wires or stringing of wires will be allowed without written consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. All such work shall be effected pursuant to permits issued by all applicable governmental authorities having jurisdiction.

25.               No vendor with the intent of selling such goods shall be allowed to transport or carry beverages, food, food containers, etc., on any passenger elevators. The transportation of such items shall be via the service elevators in such manner as prescribed by Landlord.

26.               Tenants shall cooperate with Landlord in the conservation of energy used in or about the Building, including without limitation, cooperating with Landlord in obtaining maximum effectiveness of the cooling system by closing drapes or other window coverings when the sun’s rays fall directly on windows of the Premises, and closing windows and doors to prevent heat loss. Tenant shall not obstruct, alter or in any way impair the efficient operation of Landlord’s heating, lighting, ventilating and air conditioning system and shall not place bottles, machines, parcels or any other articles on the induction unit enclosure so as to interfere with air flow. Tenant shall not tamper with or change the setting of any thermostats or temperature control valves, and shall in general use heat, gas, electricity, air conditioning equipment and heating equipment in a manner compatible with sound energy conservation practices and standards.

27.               All parking ramps and areas, pedestrian walkways, plazas, and other public areas forming a part of the Building shall be under the sole and “absolute control of Landlord with the exclusive right to regulate and control these areas. Tenant agrees to conform to the rules and regulations that may be established by Landlord for these areas from time to time.

28.               Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the rules and regulations of the Building.

29.               Tenant and its employees, agents, subtenants, contractors and invitees shall comply with all applicable “no-smoking” ordinances and, irrespective of such ordinances, shall not smoke or permit smoking of cigarettes, cigars or pipes outside of Tenant’s Premises (including plaza areas) in any portions of the Building except areas specifically designated as smoking areas by Landlord. If required by applicable ordinance, Tenant shall provide smoking areas within Tenant’s Premises.

EXHIBIT D

INTENTIONALLY OMITTED

EXHIBIT E

SUITE ACCEPTANCE AGREEMENT

Building Name/Address: 2140 Olympic Boulevard, Los Angeles California

Tenant Name: Wilshire State Bank

Tenant Code:                                                    Suite Number: 100

Management’s Tenant Contact:                                                      Phone:

Gentlemen:

As a representative of the above referenced tenant, I/we have physically inspected the suite noted above and its improvements with                                    , a representative of 2140 Lake LLC. I/we accept the suite improvements as to compliance with all the requirements indicated in our lease, also including the following verified information below:

Lease Commencement Date:	Occupancy Date:
Lease Rent Start Date*:	Actual Rent Start*:
Lease Expiration Date:	Actual Expiration Date:

Date Keys Delivered: Tenant currently has possession of the Premises and has their own keys.

Items requiring attention:

*If these dates are not the same, attach documentation.

NOTE: This inspection is to be made prior to tenant move-in.

Very truly yours,

By:

Its:

Date:

Distribution

Tenant

Tenant Lease File

Leasing Manager:

Document Control:

Regional Construction Manager:

Regional Engineering Manager:

EXHIBIT F

ASBESTOS NOTIFICATION

NOTICE PURSUANT TO AB3713
CALIFORNIA HEALTH & SAFETY CODE 25915 ET SEQ.

Re: 2140 West Olympic Boulevard, Los Angeles, California (Building)

California legislation requires landlords and tenants of commercial buildings constructed prior to 1979 to notify each other and their respective employees working within such building of any knowledge they may have regarding any asbestos containing construction material in the building. This notice is to provide you with the information required under this legislation.

Certain tests to determine the existence of asbestos containing construction materials have been conducted. The results of these tests, which are summarized below, indicate that there are asbestos containing construction materials in the Buildings. Some of these materials in some locations have been abated (removed) by the prior owner of the Buildings.

The specific locations within the Building where asbestos containing construction materials have been identified by the reports as being present in any quantities are as follows:

The fire proofing on the mechanical equipment.

Some of the vinyl floor tiles located throughout the Buildings.

Finished wallboard/joint compound

Acoustical ceiling panels

Composition roofing materials

The general procedures and handling restrictions necessary to minimize any disturbance to, release of and exposure to the asbestos are:

1.No work is to be performed above the suspended ceiling line of any floor without prior authorization from the Office of the Building.

2.No work is to be performed on vinyl floor tiles without prior authorization from the Office of the Building.

3.No work is to be performed on the acoustic ceiling material in the lobby of the Buildings without prior authorization from the Office of the Building.

4.Access to any and all equipment rooms (including electrical and telephone rooms) is strictly prohibited, except to personnel authorized by the Office of the Building.

We have no special knowledge concerning the potential health risks or impacts that may result from exposure to asbestos in the Buildings, but we understand that potential health risks may exist if asbestos fibers are released from asbestos containing construction materials. Those of you that may require additional information of potential health risks are encouraged to contact appropriate government agencies, including Federal and State OSHA, State Health & Welfare Agency, State Department of Health Services and the County Health Departments.

If there are any questions regarding this notice, please contact the Property Manager at 2140 West Olympic Boulevard, Suite 325, Los Angeles, CA 90010.

ADDENDUM

This Addendum to Lease (“Addendum”) is made and entered into as of July 31, 2009 (the “Effective Date”) by and between 2140 Lake, LLC, a Delaware limited liability company, c/o Jamison Services, Inc. a California corporation,  (“Landlord”) and Wilshire State Bank, a California Banking Corporation (“Tenant”).

In the event of any conflict between this Addendum and the Lease, the provisions of this Addendum shall prevail.

1.Option to Extend Lease Term. Provided Tenant is not in default under any term or provision contained in this Lease beyond any applicable notice and cure period, and is in possession of the Premises at the time Tenant exercises its option, Tenant shall have two (2) options to extend the Lease Term (“Extension Option”) for a period of five (5) years each (“Option Term”) for all of the space then under the Lease under the same terms and conditions except for the Base Monthly Rent and parking fees. If Tenant wishes to exercise an Extension Option, Tenant shall deliver written notice to Landlord no less than six (6) months prior to the expiration of the then existing Lease Term (“Exercise Notice”). If Tenant fails to timely deliver the Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option.

The Base Monthly Rent payable during the Option Term shall be 95% of the then prevailing Fair Market Rental (“FMR”). For the purposes of this Section 1, “Fair Market Rental” is the rental rate, determined in accordance with this Section 1, at which tenants are leasing comparable space on the Lease Expiration Date. For this purpose, comparable space (“Comparable Space”) shall take into account factors including but not limited to:

(a)Not subleased;

(b)Not subject to another tenant’s expansion rights;

(c)Comparable in size, location, and quality to the Premise;

(d)Leased for a term comparable to Tenant’s lease of the Premises;

(e)Similar in use/purpose; and

(f)Located in the Building and in other comparable office buildings and office building projects located in the Los Angeles Mid-Wilshire Districts.

Landlord and Tenant shall have until the date that is sixty (60) days following the date that Landlord receives Tenant’s Exercise Notice to mutually agree upon the Fair Market Value for the Option Term. Except for Base Monthly Rent at the new rate, all of the terms and conditions of the Lease shall remain the same and shall remain in full force and effect throughout the Option Term; provided, however, that any free rent, improvement allowances, moving allowances, lease assumption payments, plan design allowances (or payments), expansion options, opportunity rights or other similar concessions provided for in the Lease shall not apply during any Option Term. In the event Tenant does not agree to the rental rate for the Option Term during said sixty (60) day period, then the Extension Option shall terminate and be null and void and the Lease shall, pursuant to its terms and provisions terminate at the end of the original Lease Term.

The rights contained in this Section 1 shall be personal to the originally named Tenant and may be exercised only by the originally named Tenant (and not any assignee, sublessee, or other transferee of Tenant’s interest in this Lease) and only if the originally named Tenant occupies the entire Premises as of the date it exercises the Extension Option in accordance with the terms of this section.

2.Option to Terminate. Tenant shall have the one-time right (“Termination Option”) to terminate this Lease on the last day of the eighty fourth (84th) month of Lease Term (“Termination Date”), upon the following terms and conditions (and if such terms and conditions are not fully satisfied, the Termination Option shall be null and void with no further force and effect):

(a)Tenant shall give Landlord written notice (the “Termination Notice”) of Tenant’s election to exercise the Termination Option on or before nine (9) months prior to the Termination Date. The termination shall be effective as of the Termination Date.

(b)There is no Event of Default beyond any applicable cure period by Tenant either on the date that Tenant exercises the Termination Option, or at any time prior to the Termination Date; and

(c)With the delivery of the Termination Notice, Tenant shall pay to Landlord an amount equal to five (5) months of the Base Rent that would have been due for the five (5) month period after the Termination Date.

In the event Tenant timely and properly exercises the Termination Option, the term of the Lease shall terminate effective as of the Termination Date. Basic Monthly Rent and all other monetary obligations under the Lease shall be paid through and apportioned as of the Termination Date, and neither Landlord nor Tenant shall have any rights, liabilities or obligations accruing under the Lease, after the Termination Date, except for such rights and liabilities which, by the terms of the Lease are obligations of the Tenant or Landlord which expressly survive the expiration of the Lease. The Termination Option shall automatically terminate and become null and void upon (i) the failure of Tenant to timely or properly exercise the Termination Option; or (ii) Tenant’s right to possession of the Premises being terminated prior to the exercise of the Termination Option.

The rights contained in this Section 2 shall be personal to the originally named Tenant and may be exercised only by the originally named Tenant (and not any assignee, sublessee, or other transferee of Tenant’s interest in this Lease) and only if the originally named Tenant occupies at least seventy five percent (75%) of the Existing Premises as of the date it exercises the Termination Option in accordance with the terms of this section. Notwithstanding the foregoing, Tenant’s subsidiaries and Affiliates shall also have the right to exercise the Extension Options. For purposes of this provision, the term “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls.

3.Exterior Signage. At no additional charge, Tenant shall have the right, at Tenant’s sole cost and expense, to install exterior Building signage subject to approval by the appropriate governmental agencies and Landlord’s approval which shall not be unreasonably withheld. Notwithstanding the foregoing, Tenant shall have the right to all signage positions granted to the current tenant, Mirae Bank, other than the building top signage. Tenant shall also have the right to remove, at Tenant’s sole cost and expense, any signs granted to the current tenant, Mirae Bank. In the event Tenant removes an existing sign, Landlord shall not grant rights to other tenants for the same or comparable signage positions.

All signage contemplated under this Section 3, shall be made, installed, maintained and removed at Tenant’s sole cost and expense. Tenant shall abide by all governmental laws, codes, rules and regulations and pay costs associated therewith, including all permit fees. On termination or expiration of the Lease Term, Tenant shall be responsible for the removal of all signage and repair any damage caused by such removal, and shall be responsible for the restoration of the sites on the Building to the condition in which those portions of the Building existed before the installation of the signage. If Tenant fails to perform said obligation upon termination or expiration of the Lease, Landlord shall have the right to permanently remove the signage, repair any damage caused by such removal and restore those parts of the Building on which the signage was located to the condition that existed before the installation of the signage. Tenant shall pay to Landlord all expenses incurred by Landlord in connection with the removal, repair and restoration of the signage. The rights set forth in this Section 3 are personal to Tenant and may not be assigned to any party

Except as amended herein, all other provisions of the Lease remain in full force and effect. This Addendum shall control in the event of any inconsistency with the original Lease.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first above written.

LANDLORD:	TENANT:
2140 Lake, LLCa Delaware limited liability company	Wilshire State Banka California Banking Corporation
By: Jamison Services, Inc., a California corporation Its: Authorized Agent

		By:	/s/ David Kim
			David Kim
		Its:	Sr. Vice President
By:	/s/ Paul T. Kim
	Paul T. Kim, C.P.M.
	President

EX-12.1

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EXHIBIT 12.1

Ratio of Earnings to Fixed Charges
(Dollars in Thousands)

	Year Ended December 31,
	2009			2008			2007			2006			2005
Excluding interest on deposits		3.23	x		3.87	x		6.86	x		10.48	x		11.51	x
Including interest on deposits		1.49	x		1.62	x		1.58	x		1.86	x		2.35	x
Net income	$	20,124		$	26,473		$	26,806		$	33,941		$	27,759
Income tax provisions		10,686			16,282			17,309			21,803			18,753
Income before income taxes		30,810			42,755			44,115			55,744			46,512
Cumulative effect of change in accounting principles		—			(1,876	)		(82	)		—			—
Adjusted income before income taxes	$	30,810		$	40,879		$	44,033		$	55,744		$	46,512
Interest on deposits	$	48,690		$	51,912		$	68,766		$	58,943		$	29,914
Interest on other borrowings		10,201			14,102			7,520			5,880			4,427
Preferred stock dividends		3,620			155			—			—			—
Total fixed charges and preferred stock dividends, including interest on deposits	$	62,511		$	66,169		$	76,286		$	64,823		$	34,341
Total fixed charges and preferred stock dividends, excluding interest on deposits	$	13,821		$	14,257		$	7,520		$	5,880		$	4,427

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EXHIBIT 12.1

Ratio of Earnings to Fixed Charges (Dollars in Thousands)

EX-21

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EXHIBIT 21

WILSHIRE BANCORP, INC.

LIST OF WHOLLY OWNED SUBSIDIARIES

1.

Wilshire State Bank, a California state chartered commercial bank

2.

Wilshire Statutory Trust I, a Connecticut Statutory Trust

3.

Wilshire Statutory Trust II, a Delaware Statutory Trust

4.

Wilshire Statutory Trust III, a Delaware Statutory Trust

5.

Wilshire Statutory Trust IV, a Delaware Statutory Trust

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EXHIBIT 21

WILSHIRE BANCORP, INC. LIST OF WHOLLY OWNED SUBSIDIARIES

EX-23.1

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in Registration Statement No. 333-119526 on Form S-8, Registration Statement No. 333-152402 on Form S-8, Registration Statement No. 333-156628 on Form S-3 and Registration Statement No. 333-161847 on Form S-3 of our reports dated March 15, 2010, relating to the consolidated financial statements of Wilshire Bancorp, Inc. and the effectiveness of Wilshire Bancorp, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Wilshire Bancorp, Inc. for the year ended December 31, 2009.

/s/ Deloitte & Touche LLP

Los Angeles, California
March 15, 2010

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-31.1

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Joanne Kim, certify that:

1.

I have reviewed this annual report on Form 10-K of Wilshire Bancorp, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	WILSHIRE BANCORP, INC
Date: March 15, 2010		By:	/s/ JOANNE KIM Joanne Kim Chief Executive Officer

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EX-31.2

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EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Alex Ko, certify that:

1.

I have reviewed this annual report on Form 10-K of Wilshire Bancorp, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	WILSHIRE BANCORP, INC.
Date: March 15, 2009		By:	/s/ ALEX KO Alex Ko Chief Financial Officer

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EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

EX-32.1

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EXHIBIT 32.1

CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Annual Report on Form 10-K of Wilshire Bancorp, Inc. (the "Bank") for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Joanne Kim, as Chief Executive Officer of the Company, and Alex Ko, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	WILSHIRE BANCORP, INC.
Date: March 15, 2010	By:	/s/ JOANNE KIM Joanne Kim Chief Executive Officer
Date: March 15, 2010	By:	/s/ ALEX KO Alex Ko Chief Financial Officer

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EXHIBIT 32.1

CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002