BRANCH PURCHASE AND ASSUMPTION AGREEMENT

Exhibit 10.1

BRANCH PURCHASE AND ASSUMPTION AGREEMENT

BETWEEN

FIRST BANK

AND

FIRST BANK OF BEVERLY HILLS

August 7, 2006

TABLE OF CONTENTS

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BRANCH PURCHASE AND ASSUMPTION AGREEMENT

This BRANCH PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is made and executed as of the 7 ^th day of August, 2006, by and between First Bank, a Missouri state bank with its main office located in Creve Coeur, Missouri (“Buyer”), and First Bank of Beverly Hills, a California banking corporation with its main office located in Calabasas, California (“Seller”).

RECITALS:

A. Seller owns and operates a branch banking office located at 175 S. Beverly Drive in Beverly Hills, California (the “Branch Office”).

B. Seller desires to sell the Branch Office and assign the deposit liabilities associated therewith, and Buyer desires to acquire the Branch Office and assume such deposit liabilities, all on the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE , in consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties agree as follows:

Article One

Purchase and Sale of Assets and Assumption of Liabilities

Section 1.01.    Purchase of Assets. Upon the terms and subject to the conditions and representations set forth herein, Seller shall sell, convey, assign and transfer to Buyer at the Closing (as defined in Section 2.01 below), and Buyer shall purchase and accept from Seller, all right, title and interest of Seller in and to the following assets (collectively, the “Assets”) as the same exist on the Closing Date (as defined in Section 2.02 hereof:

(a) Records. All books, records, files and original documents relating to the Assets and the Assumed Liabilities (as defined in Section 1.02) (the “Records”).

(b) Personal Property. The furniture, fixtures, equipment, improvements and other items of tangible personal property located at the Branch Office as of the close of business on the Closing Date, together with Seller’s leasehold interest in the Branch Office, and all sign structures (collectively, the “Personal Property”), as set forth on Schedule B to this Agreement, and such additional items of tangible personal property as may be placed at the Branch Office after the date of such Schedule B to replace damaged or worn items or as may be required for the operation of the Branch office (such additional items not to exceed $5,000 in aggregate cost); provided, however, that Buyer shall have the right not to purchase any software with respect to which a transfer fee would be payable on transfer. If, prior to the Closing Date, any item of Personal Property which would have been Personal Property at the Closing is stolen, destroyed or otherwise lost, such item shall be excluded from the sale contemplated hereby, and the term “Personal Property” as used herein shall exclude any such item(s). If, prior to the Closing Date, any item of Personal Property is damaged by fire or other casualty, such item(s), if reasonably repairable, shall be sold to Buyer (in accordance with the provisions hereof) and the insurance proceeds relating to such item shall be assigned to Buyer, it being understood that if any such item is not reasonably repairable, it shall be excluded from the sale contemplated hereby.

(c) Loans. Overdraft loans of Seller specifically related to the Deposit Liabilities (as defined in Section 1.02(a) and attributed to the Branch Office, such loans as they exist as of June 30, 2006 being listed on Schedule C to this Agreement, and including accrued interest thereon through the Sunday following the Closing Date (the “Loans”); provided, that the terms “Loans” shall not include any loans or other extensions of credit which would otherwise be included but, as of the Closing Date, are sixty (60) days or more past due, on non-accrual status or are internally classified by Seller as substandard or worse. All Loans shall be assigned to Buyer without recourse against Seller and subject to the representations and warranties set forth in Section 3.14 hereof.

(d) Assumed Contracts. Seller’s rights under, or created by, the Assumed Contracts (as defined in Section 1.02(c) below).

(e) Cash on Hand. All teller working cash, petty cash and vault cash at the Branch Office as of the close of business on the Closing Date (the “Cash on Hand”).

Section 1.02.    Assumption of Liabilities. Upon the terms and subject to the conditions set forth herein, at the Closing Seller shall transfer and assign to Buyer, and Buyer shall assume from Seller and agree to pay, perform and discharge by documentation reasonably satisfactory as to form and substance to Seller, as of the close of business on the Closing Date, the following liabilities, and none other (collectively, the “Assumed Liabilities”):

(a) Deposit Liabilities. All deposit liabilities maintained at the Branch Office, in accordance with the terms of the agreements pertaining to such deposits, as shown on the books and records of Seller as of the close of business on the Closing Date, including accrued but unpaid interest thereon through the Sunday following the Closing Date, including those deposits subject to overdrafts as of the Closing Date, except as provided in this subsection and in Section 2.03(c) hereof (the “Deposit Liabilities”). The deposits of Seller that would have constituted Deposit Liabilities on June 30, 2006 are listed and identified on Schedule A hereto. As soon as practicable after execution of this Agreement, Seller will provide Buyer with a current listing of the deposits of the Branch Office, sorted by postal zip code. Based on this listing and any other information available, Buyer and Seller will jointly determine any customers who are assigned in Seller’s records to the Branch Office (“Branch Customers”) but who appear to be utilizing Seller’s other office as their primary banking service provider, and Seller will reassign such customers to the appropriate office. As used herein, the term “Deposit Liabilities” shall include all of the deposit accounts evidencing deposit products offered by Seller from the Branch Office, including, without limitation, savings accounts, statement accounts, checking accounts, money market accounts, and certificates of deposit; provided, however , that there shall be excluded from the term “Deposit Liabilities” those deposits (i) that are “brokered deposits” as such term is defined in 12 C. F. R. §337.6, (ii) of customers who are reassigned to another branch office of Seller as described above, (iii) which may not be lawfully transferred, and (iv) which relate to overdraft loans not purchased by Buyer. All of such excluded deposits shall be retained by Seller.

(b) Backup Withholding Liabilities. All amounts required by any governmental agency to be withheld from any of the Deposit Liabilities (“Withholding Obligations”), to the extent provided in Section 9.01(g) hereof.

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(c) Contracts. The obligations and liabilities of Seller remaining in existence after the Closing Date under the contracts and leases relating to the operation or maintenance of the Branch Office and specifically identified on Schedule D hereto, including the Lease (the “Lease”) identified on such Schedule (collectively, the “Assumed Contracts”).

(d) Liabilities Not Assumed by Buyer. Buyer shall not assume any liabilities or obligations of Seller, whether known or unknown, undisclosed, contingent or otherwise, which have arisen or may arise or be established in connection with the conduct of business at the Branch Office, other than those specifically assumed in this Agreement.

Section 1.03.    Names and Marks. Seller hereby reserves and is not selling, assigning, conveying, transferring or delivering, nor shall Buyer acquire, any of Seller’s intangible and intellectual property rights and interests in and to (a) the names “First Bank of Beverly Hills” or any derivation thereof, (b) the names, descriptions and identifications of all account types and other products offered by Seller; (c) logos, service marks, trade names and trademarks, advertising materials, slogans, internet domain names or any similar items used by Seller in connection with its business, whether or not such is copyrighted or registered; (d) all of Seller’s telephone numbers except 310-228-2162, 310-550-0596 and 800-621-5969; (e) all insurance policies maintained with respect to the Branch Office and the employees thereof; and (f) all assets not included within the definition of the Assets. On and after the Closing Date, Buyer shall not use any name, logo, insignia, service mark or trade name of Seller in any manner. No activity conducted by Buyer on or after the Closing Date shall state or imply that Seller is in any way involved as a partner, joint venture or otherwise in the business of Buyer.

Article Two

Closing, Calculation of Purchase Price and Closing Deliveries

Section 2.01.    The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place, if practicable, by facsimile and mail, or, if not practicable, at such location as the parties may agree, at 12:00 noon central time on the Closing Date described in Section 2.02 of this Agreement.

Section 2.02.    The Closing Date. The Closing shall take place on such date as the parties may mutually agree or, in the absence of such agreement, on November 3, 2006, subject to the prior satisfaction or waiver of all conditions to the obligations of the parties to effect the transactions contemplated by this Agreement (the “Closing Date”). The transactions contemplated by this Agreement shall become effective at the close of business on the Closing Date.

Section 2.03.    Retirement Accounts.

(a) At the Closing, Seller shall resign as trustee or custodian with respect to any individual retirement account (“IRA Account”) as to which Seller acts in such capacity and as to which one or more of the assets included therein is a deposit included within the Deposit Liabilities transferred to Buyer on the Closing Date. At the Closing, Seller shall designate or appoint Buyer as successor custodian under each such IRA Account.

(b) Buyer covenants and agrees that, following its designation or appointment as successor custodian under the IRA Accounts, it will promptly and faithfully perform, fulfill, and discharge each of the obligations required to be performed by the custodian with respect to such accounts pursuant to law, or pursuant to the governing documents establishing such IRA Accounts.

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(c) If an individual depositor with respect to an IRA Account refuses to accept the designation or appointment of Buyer as successor custodian with respect to any such IRA Account, none of the deposits contained in such IRA Account shall be assumed by Buyer, and they shall remain the liability and obligation of Seller.

Section 2.04.    Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows:

(a) The “Purchase Price” shall be an amount equal to the following, with the appropriate value of each category of asset and liability to be calculated as of the close of business on the Closing Date:

(i) the aggregate amount of the principal of and accrued interest on the Deposit Liabilities; plus

(ii) the amount of Withholding Obligations, if any, assumed by Buyer pursuant to Section 1.02(b) hereof; minus

(iii) a deposit premium in the amount of 5.5% of the Deposit Liabilities; minus

(iv) the book value of the Assets as reflected in the books and records of Seller in accordance with generally accepted accounting principles, consistently applied; minus

(v) the amount of Cash on Hand; minus

(vi) the amount of overdrafts on deposits as of the Closing Date; plus or minus, as applicable,

(vii) the net amount of any prorated items required by Section 2.05 to be paid by either party to the other party.

(b) If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the second business day prior to the Closing Date (the “Measurement Date”), is a positive number, then on the Closing Date Seller shall transfer to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, such amount. If the Purchase Price, calculated by Seller as set forth above but based upon the relevant values as of the close of business on the Measurement Date, is a negative number, then on the Closing Date Buyer shall transfer to Seller, by wire transfer in immediately available funds to an account designated by Seller, such amount (the amount so transferred by Buyer or Seller, as the case may be, is referred to herein as the “Estimated Purchase Price”).

(c) If necessary, on the fifteenth (15th) business day after the Closing Date or such earlier date as may be agreed to in writing by the parties (the “Adjustment Payment Date”), an adjustment payment (the “Adjustment Payment”) shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any difference between the amount of the Estimated Purchase Price paid pursuant to the preceding paragraph and the Purchase Price calculated as of the close of business on the Closing Date in accordance with this Section 2.04. Seller shall provide a proposed closing statement to Buyer reflecting the calculation of the Adjustment Payment relative to the Estimated Purchase Price, a reasonable time prior to the Adjustment Payment Date, and Buyer shall have a reasonable opportunity to review and verify the items reflected on such statement. The Adjustment Payment due to either party

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pursuant to this paragraph shall be paid to such party by the other party on the Adjustment Payment Date by wire transfer in immediately available funds to an account designated by the payee party, with interest thereon for the period from the Closing Date through the date of payment, calculated at a rate equal to the average of the high and low bids for Federal Funds as reported in the Wall Street Journal on the Closing Date or, if none, on the date immediately prior to the Closing Date on which such bids were reported in the Wall Street Journal .

Section 2.05.    Prorations. The parties intend that Seller shall operate the business conducted at the Branch Office for its own account until the close of business on the Closing Date, and the Buyer shall operate such business for its own account after the Closing Date. Thus, except as otherwise specifically provided in this Agreement, items of expense directly attributable to the operation of the Branch Office (which shall not include any general overhead expenses of Seller) shall be prorated as of the close of business on the Closing Date, whether or not such adjustment would normally be made as of such time. Such expenses shall include, without limitation, (i) telephone, electric, gas, water, and other utility services (to the extent it is not practicable to transfer such services into the name of Buyer as of the Closing Date), (ii) assessments (including, without limitation, assessments attributable to Federal Deposit Insurance Corporation (“FDIC”) deposit insurance), (iii) payments due on Assumed Contracts, and (iv) similar expenses related to the Assets transferred hereunder. To the extent any such item has been prepaid by Seller for a period extending beyond the Closing Date, there shall be a proportionate adjustment in favor of Seller.

Section 2.06.    Closing Deliveries.

(a) At the Closing, Seller shall deliver to Buyer:

(i) a Certificate executed by an appropriate officer of Seller stating that (A) the representations and warranties made by Seller in Article Three hereof are true and correct in all material respects on and as of the Closing Date, with the same effect as though such representations and warranties were made on the Closing Date; and (B) the conditions set forth in Section 7.02(a) have been satisfied or waived as provided therein and, to the best of Seller’s knowledge, the conditions set forth in Section 7.02(b), (c) and (d) have been satisfied or waived;

(ii) a certified copy of currently effective resolutions of the Board of Directors of Seller authorizing Seller’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(iii) a Certificate of the Office of the Secretary of State of the State of California, dated a recent date, stating that Seller is in good standing;

(iv) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 1 to this Agreement;

(v) an executed Assignment and Assumption of Contracts Agreement in substantially the form set forth in Exhibit 2 hereto;

(vi) evidence of payment to Buyer, by wire transfer in immediately available funds to an account designated by Buyer, of the Estimated Purchase Price, if the Estimated Purchase Price is positive;

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(vii) an executed Assignment, Transfer and Appointment of Successor Custodian with respect to the transfer of the IRA Accounts, in substantially the form set forth in Exhibit 3 to this Agreement;

(viii) a Bill of Sale in substantially the form of Exhibit 4 to this Agreement;

(ix) such other endorsements, assignments, bills of sale, and other instruments and documents of transfer as Buyer may reasonably require as necessary or desirable to transfer and assign to Buyer good, marketable and insurable title to the Assets;

(x) listings of the Deposit Liabilities and the Loans as of the close of business on the Measurement Date in an electronic format designated by Buyer, which listings shall include account number, outstanding principal balance, accrued interest, and other pertinent information; and

(xi) such Records as are capable of being delivered to Buyer (it being understood that after the Closing Date, Seller shall provide Buyer with reasonable access to any Records which are not capable of being transferred to Buyer at the Closing).

(b) At the Closing, Buyer shall deliver to Seller:

(i) a Certificate executed by an appropriate officer of Buyer stating that (A) the representations and warranties made by Buyer in Article Four hereof are true and correct in all material respects on and as of the Closing Date, with the same effect as though such representations and warranties were made on the Closing Date; and (B) the conditions set forth in Section 7.01(a) have been satisfied or waived as provided therein and, to the best of Buyer’s knowledge, the conditions set forth in Section 7.01(b), (c) and (d) have been satisfied or waived;

(ii) a certified copy of currently effective resolutions of the Board of Directors of Buyer authorizing Buyer’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(iii) a Certificate of the State of Missouri Division of Finance, dated a recent date, stating that Buyer is in good standing;

(iv) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 1 to this Agreement;

(v) an executed Assignment and Assumption of Contracts Agreement in substantially the form set forth in Exhibit 2 hereto;

(vi) evidence of payment to Seller, by wire transfer in immediately available funds to an account designated by Seller, of the Estimated Purchase Price, if the Estimated Purchase Price is negative; and

(vii) an executed Assignment, Transfer and Appointment of Successor Custodian with respect to the transfer of the IRA Accounts, in substantially the form set forth in Exhibit 3 to this Agreement.

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Article Three

Representations and Warranties of Seller

Seller hereby makes the following representations and warranties:

Section 3.01.    Organization. Seller is a California banking corporation duly organized, validly existing and in good standing under the laws of the State of California, the deposits of which are insured by the FDIC. Seller has the corporate power to carry on its business as the same is being conducted at the Branch Office and to consummate the transactions contemplated by this Agreement.

Section 3.02.    Authorization. The Board of Directors of Seller has, by all appropriate action, approved this Agreement and the transactions contemplated herein and authorized the execution and delivery hereof on its behalf by its duly authorized officers and the performance by Seller of its obligations hereunder. The sole shareholder of Seller has approved the sale of the Branch Office pursuant to this Agreement. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity, whether considered in a proceeding at law or in equity.

Section 3.03.    Non-Contravention. The execution and delivery of this Agreement by Seller do not and, subject to the receipt of all required regulatory approvals and consents and the consent of the lessor under the Lease, the consummation of the transactions contemplated by this Agreement will not, constitute a breach or violation of or default under any law, rule, regulation, judgment, order, governmental permit or license, agreement, indenture, or instrument by which Seller is bound or to which it is subject, which breach, violation, or default would have a material adverse effect on any of the Assets or the Deposit Liabilities.

Section 3.04.    Consents to Transaction. The consummation of the transactions contemplated by this Agreement does not require Seller to obtain the prior consent or approval of any person, other than any required approval of bank regulatory authorities and the consent of the lessor under the Lease. Seller is the owner of all of the Assets and has the power to transfer good and marketable title to the Assets to the Buyer without obtaining the consent or approval of any other party other than the consent of the lessor under the Lease.

Section 3.05.    Compliance with Law. Seller has all material licenses, franchises, permits and other governmental authorizations that are legally required to enable it to conduct its business at the Branch Office as presently conducted. The business and operations of the Branch Office have been and are being conducted in accordance with all applicable laws, rules, and regulations of all authorities, including all regulations pertaining to the receipt of customer information required by state and federal law concerning taxpayer identification numbers, social security numbers and the like, except such conduct as would not have a material adverse effect on the business and operations of the Branch Office.

Section 3.06.    Regulatory Enforcement Actions. Seller is not subject to, and has not received any notice or advice that it may be subject to, any order, agreement, memorandum of understanding or other regulatory enforcement action or proceeding with or by any federal or state agency charged with the supervision or regulation of banks or engaged in the insurance of deposits of banks or any other governmental agency having supervisory or regulatory authority with respect to Seller which could have a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement or any of the Assets or Deposit Liabilities.

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Section 3.07.    Community Reinvestment Act. Seller is in compliance in all material respects with the Community Reinvestment Act and its implementing regulations, and there are no pending actions, proceedings or, to the best of Seller’s knowledge, allegations by any person or regulatory agency which may cause any regulatory authority to deny any application or impose conditions on the approval of any application required to be filed pursuant to Section 6.01 hereof.

Section 3.08.    Litigation. There is no litigation, claim or other proceeding pending or, to the best of Seller’s knowledge, threatened, against Seller (a) arising out of Seller’s operation of the Branch Office or (b) affecting any of the Records or Assumed Liabilities, in either case which would have a material and adverse effect on the value of the business conducted at the Branch Office or the value of the Assets, or (c) affecting the ability of Seller to consummate the transactions contemplated by this Agreement.

Section 3.09.    Employee Contracts. Seller has not entered into any agreement or otherwise made any commitment or representation to any of the employees of the Branch Office with respect to employment by Buyer, nor has Seller taken any other action which will cause Buyer to have any other obligation to any of Seller’s employees.

Section 3.10.    Financial Information. The books and records of Seller regarding the operations of the Branch Office, the Assets and the Deposit Liabilities, and all other financial and other information supplied or made available by Seller to Buyer prior to the execution hereof, are accurate and complete in all material respects.

Section 3.11.    Deposit Liabilities. Seller has properly accrued interest on the Deposit Liabilities, and the Records accurately reflect such accruals of interest. All of the Deposit Liabilities were originated and are in compliance with the documents governing the relevant type of Deposit Liability and all applicable federal and state laws, rules, regulations, orders, judgments, injunctions, decrees and awards.

Section 3.12.    Brokerage. There are no claims, agreements or obligations for brokerage commissions, finders’ fees, financial advisory fees or similar compensation incurred by Seller or any of its officers, directors, agents or affiliates in connection with the transactions contemplated by this Agreement which will result in Buyer’s incurring any obligation or expense.

Section 3.13.    Environmental Matters. As used in this Agreement, “Environmental Laws” means all local, state and federal environmental, health and safety laws and regulations in all jurisdictions in which the Branch Office is located, including, without limitation, the Federal Resource Conservation and Recovery Act, the Federal Comprehensive Environmental Response, Compensation and Liability Act, the Federal Clean Water Act, the Federal Clean Air Act, and the Federal Occupational Safety and Health Act.

Neither the conduct nor operation of the Branch Office by Seller nor, to the best of Seller’s knowledge, the condition of the real property on which the Branch Office is located violates or violated any Environmental Law in any respect material to the business of Seller, and no condition or event has occurred with respect to such property that, with notice or the passage of time, or both, would constitute a violation material to the business of Seller, of any Environmental Law or obligate (or potentially obligate) Seller or a successor to Seller to remedy, stabilize, neutralize or otherwise alter the environmental condition of such property, where the aggregate cost of such actions would exceed $100,000. Seller has not received notice from any person or entity that the operation or condition of the Branch office or such real property are or were in violation of any Environmental Law, or that Seller is responsible (or potentially responsible) for remedying, or the cleanup of, any pollutants, contaminants, or hazardous or toxic wastes, substances or materials at, on or beneath any such property.

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Section 3.14.    Representations and Warranties Regarding the Loans. (i) All of the Loans were made for good, valuable and adequate consideration in the ordinary course of the business of Seller, in accordance with sound lending practices, and they are not subject to any known defenses, rights of rescission, setoffs or counterclaims, inc