LEASE

Exhibit 10.16

LEASE

THIS LEASE is made and entered into effective the 15th day of June, 2001, by and between Za’hav, LLC, a Colorado limited liability company (the “Landlord”) and First Capital Bank of Arizona, an Arizona corporation (the “Tenant”), who hereby mutually covenant and agree as follows:

I.                                                                                          PREMISES AND TERM

1.1                                  Demise, Term and Commencement .  Landlord, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of the Tenant herein to be kept, observed, and performed, demises and leases to the Tenant the real property situated in the County of Maricopa, State of Arizona, legally described on the Exhibit A attached hereto and incorporated herein by this reference, and commonly known and numbered as 12775 West Bell Road, Surprise, Arizona 85374 to have and to hold the Premises, together with the buildings and improvements situated thereon and the rights, privileges and appurtenances thereto belonging or appertaining (collectively hereinafter referred to as the “Leased Premises”) unto Tenant for and during a term of fifteen (15) years and one-half month commencing on June 15, 2001 and expiring on June 30, 2016.

1.2                                  Condition of the Leased Premises .  Tenant accepts the Leased Premises in their “AS IS, WHERE IS” condition and acknowledges that Landlord has made no representations or warranties of any nature whatsoever as to the suitability of the Leased Premises for the purpose set forth in Section 2.1.

II.                                                                                      PURPOSE

2.1                                  Purpose .  The Leased Premises shall be used and occupied only for the purpose of a bank and related drive-through facility.

2.2                                  Uses Prohibited .  Tenant shall not permit the Leased Premises to be used in any manner which would render the insurance thereon void.  Tenant shall not use or occupy the Leased Premises, or permit the Leased Premises to be used or occupied contrary to any statute, rule, order, ordinance, requirement, or regulation applicable thereto; or in any manner which would violate any certificate of occupancy affecting the same, or which would cause structural injury to the improvements or cause the value or usefulness of the Leased Premises or any part thereof to diminish, or would constitute a public or private nuisance or waste.

III.                                                                                  RENT

3.1                                  Rent .  Tenant shall pay to Landlord, as rent (“Base Rent”) for the Leased Premises, at such place or places as Landlord may designate in writing from time to time, in the total amount of $1,895,531.64, payable monthly in advance on or before the first day of each month in the following installments:

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All payments of rent shall be made without deduction, set off, discount, or abatement and shall be made in lawful money of the United States.  Concurrently with the execution of this Lease, Tenant has paid to Landlord, the receipt of which is hereby acknowledged by Landlord, the sum of Four Thousand Three Hundred Fifty-Five and 56/100 ($4,355.56), to be applied against payment of the rent from June 15, 2001 through June 30, 2001.

3.2                                  Late Charges .  Each and every installment of rent, and each and every payment of other charges hereunder, which is not paid within ten (10) days of when it is due, shall be assessed a late charge which amount shall be the greater of (i) Five Hundred Dollars ($500.00), or (ii) the amount which is equal to interest at the rate of eighteen percent (18%) per annum from the date when the same is payable under the terms of this Lease until the same shall be paid.

IV.                                                                                 IMPOSITIONS

4.1                                  Payment by Tenant .  Tenant shall pay to Landlord as additional rent for the Leased Premises all taxes and assessments, general and special, water and sewer charges and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which may be levied, assessed, or imposed upon the Leased Premises or upon any improvements or personal property at any time situated thereon, including, but not limited to all of the personal property taxes and real property taxes (the “Impositions”).  Notwithstanding anything herein to the contrary, Tenant’s obligations under this Section 4.1 shall include the Tenant paying all of the real property taxes for 2001; provided, however, that Landlord shall make available to Tenant any amount of Impositions held by Landlord in connection with the acquisition of the Leased Premises.  All Impositions shall be paid by Tenant to Landlord within twenty (20) days after Landlord bills Tenant therefor or, at Landlord’s election, in monthly installments each of which shall be equal to one-twelfth (1/12) of the estimated

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annual real property taxes and assessments pertaining to the Premises, to be held by Landlord and disbursed by Landlord to pay the taxes before any penalty or interest shall accrue thereon.  Estimates are to be made solely by Landlord and payments shall be made on the first day of the month; provided, however that no escrow shall be required for as long as the Tenant is the occupant of the Leased Premises unless (i) Landlord is required to escrow taxes by any lender who holds a deed of trust or mortgage against the Leased Premises, or (ii) Tenant is in default under this Lease.  No interest shall be payable by Landlord on the tax escrow unless, and then only to the extent that, applicable law shall otherwise require.  All overpayments to the tax escrow account shall be applied to reduce future payments to the tax escrow account, if any, or shall be returned to Tenant, at the sole discretion of Landlord unless otherwise required by other applicable law.

4.2                                  Alternative Taxes .  If, at any time during the term of this Lease, the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition, or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease, the Leased Premises, the real estate, the rent, additional rent, or other income therefrom and shall be imposed upon Landlord, then all such taxes, assessments, levies, impositions, or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the meaning of “Impositions” for the purposes hereof, to the extent that such Impositions would be payable if the Leased Premises were the only property of Landlord subject to such Impositions as so defined.  There shall be excluded from Impositions all municipal, county, state, or federal income taxes, federal excess profit taxes, franchise, capital stock, and federal or estate inheritance taxes of Landlord.

V.                                                                                     INSURANCE

5.1                                  Tenant’s Insurance .  As additional rent for the Leased Premises, Tenant further agrees to provide commercial general liability insurance with bodily injury limits of not less than $1,000,000.00 per each occurrence and a general aggregate of $2,000,000.00, written with a company having a Best’s key rating of A- or better and a financial size category of class 10 or better, with deductibles in such amounts as specified by Landlord in Landlord’s reasonable discretion, and shall name Landlord or its assigns under said insurance policy as additional insureds.  Tenant shall furnish to Landlord a certificate of insurance indicating that said policy is in full force and effect, that Landlord has been named as an additional insured and that said policy will not be cancelled or materially changed unless thirty (30) days’ prior written notice of the proposed cancellation or material change has been given to Landlord.  Tenant shall be responsible for insuring its own personal property.

5.2                                  Landlord’s Insurance .  Landlord shall keep the Leased Premises insured for the replacement cost of the building on the

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insurance industry “special” form of insurance coverage and lost rents, and at Landlord’s option, insurance for liability, earthquake, and flood.  As additional rent, Tenant shall pay the cost of the premiums for the said insurance within twenty (20) days after Landlord bills Tenant therefor or, at Landlord’s election, Tenant shall pay to Landlord monthly installments each of which shall be equal to one-twelfth (1/12) of the estimated annual premiums for the said insurance, to be held by Landlord and disbursed by Landlord to pay the insurance premiums as they become due; provided, however that no escrow shall be required for as long as the Tenant is the occupant of the Leased Premises unless (i) Landlord is required to escrow insurance premiums by any lender who holds a deed of trust or mortgage against the Leased Premises, or (ii) Tenant is in default under this Lease.  Estimates are to be made solely by Landlord and payments shall be made on the first day of the month or such other day of the month designated by Landlord. No interest shall be payable by Landlord on the insurance escrow unless, and then only to the extent that, applicable law shall otherwise require.  All overpayments to the insurance escrow account shall be applied to reduce future payments to the insurance escrow account, if any, or shall be returned to Tenant, at the sole discretion of Landlord unless otherwise required by other applicable law.

5.3                                  Mutual Waiver of Subrogation Rights .  Whenever (a) any loss, cost, damage, or expense resulting from fire, explosion, or any other casualty or occurrence is incurred by either of the parties to this Lease, or anyone claiming by, through, or under it in connection with the Leased Premises, and (b) such party is then covered in whole or in part by insurance with respect to such loss, cost, damage, or expense or required under this Lease to be so insured, then the party so insured (or so required) hereby releases the other party from any liability said other party may have on account of such loss, cost, damage, or expense to the extent of any amount recovered by reason of such insurance (or which could have been recovered had such insurance been carried as so required) and waives any right of subrogation which might otherwise exist in or accrue to any person on account thereof.  Notwithstanding anything herein to the contrary, each party shall remain fully liable for the payment of deductibles under their respective insurance policies.

VI.                                                                                 DAMAGE OR DESTRUCTION

6.1                                  Replacement of Building .  In the event the Leased Premises or a portion thereof shall become untenantable on account of damage by fire, act of God, or other casualty, Landlord shall be given the option to correct the deficiency or condition which shall render the Leased Premises untenantable.  Landlord shall have one hundred eighty (180) days from the date of its notice to Tenant to effect such repairs; provided, however, the said time period may be extended if there is an event of force majeure.  During the period from Landlord’s receipt of notice from Tenant of damage to the Leased Premises until the Leased Premises are restored to their

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prior condition and possession thereof given to Tenant, the rent shall abate upon the portion of the Leased Premises that is untenantable, except that if the Leased Premises become untenantable due to the actions of the Tenant or its agents, employees or invitees, the rent shall continue in full force and effect and shall not abate.  Landlord shall not in any case be liable for any loss of profits or income occasioned to Tenant during such period.  In the event said repair has not been completed within the period specified, then Tenant may have the option to cancel this Lease.  If either the Landlord or the Tenant terminates this Lease as above provided in this section, any monies due and owing to the Landlord at that date shall be paid by the Tenant to the date that Tenant vacates the Leased Premises, and all further obligations on the part of both parties hereto shall cease and Landlord shall incur no obligation whatsoever from the termination of this Lease.

VII.                                                                             CONDEMNATION

7.1                                  Taking of Whole .  If the whole of the Leased Premises shall be taken or condemned for a public or quasi-public use or purpose by a competent authority, or if such a portion of the Leased Premises shall be so taken that as a result thereof the balance cannot be used for the same purpose as expressed in Article II, then in either of such events, this Lease shall terminate upon delivery of possession to the condemning authority, and any award, compensation, or damages (hereinafter sometimes called the “Award”), shall be paid to and be the sole property of Landlord, but nothing herein shall preclude Tenant from claiming and recovering from the condemning authority, but not from the 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 to which Tenant might be put in removing Tenant’s merchandise, furniture, fixtures, leasehold improvements and equipment.  Tenant shall continue to pay rent until the Lease is terminated, and any Impositions prepaid by Tenant shall be adjusted between the parties.

7.2                                  Partial Taking .  If only a part of the Leased Premises shall be so taken or condemned, and, as a result thereof, the balance of the Leased Premises can be used for the same purpose as expressed in Article II, this Lease shall not terminate, and Tenant shall repair and restore the Leased Premises and all improvements thereon at the sole cost and expense of the Tenant; provided, however, that Landlord shall pay to Tenant, after the Leased Premises have been repaired and restored, such portion of the Award which has been specifically allocated for and has been paid to Landlord by the condemning authority for the repair and restoration of the Leased Premises.  Rent shall be equitably abated following such taking.  Any Award shall be paid to and be the sole property of Landlord, but nothing herein shall preclude Tenant from claiming and recovering from the condemning authority, but not from the Landlord, such compensation as may be separately awarded or

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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 to which Tenant might be put in removing Tenant’s merchandise, furniture, fixtures, leasehold improvements and equipment.  Notwithstanding anything herein to the contrary, Tenant shall have the right to terminate this Lease if the partial taking results in there being inadequate parking for the Leased Premises or the drive thru facilities are taken.

VIII.                                                                         MAINTENANCE AND ALTERATIONS

8.1                                  Maintenance .  Tenant shall keep and maintain the parking lot (including re-striping and re-surfacing as necessary) and landscaping on the Leased Premises in good order and repair.  Tenant shall also keep and maintain the balance of the exterior and entire interior of the Leased Premises including, without limitation, the roof, exterior walls, electrical, heating, air conditioning systems, and other roof mounted mechanical equipment, the sprinkler system, lighting fixtures, plumbing fixtures, boilers and heating apparatus, pipes and conduits, pool and pool equipment, fire and burglar alarm systems, and personal property, in good condition and repair including, without limitation, any necessary replacements, necessary interior painting, window replacement of equal or better quality, and maintaining and repairing exterior doors and the foundation.  Tenant shall enter into a preventative maintenance agreement for the HVAC units located on the Leased Premises providing for quarterly maintenance, Tenant shall pay for such preventative maintenance agreement as additional rent, and Tenant shall promptly deliver to Landlord a fully executed copy of the said preventative maintenance agreement.  Tenant shall, to the extent possible, keep the Leased Premises from falling temporarily out of repair or deteriorating.  Tenant shall fully comply with all health and police regulations in force, and shall conform with the rules and regulations of fire underwriters or their fire protection engineers.  Tenant shall promptly remove any debris left in the parking area or other exterior areas of the Leased Premises by Tenant, its employees, agents, contractors or invitees.  Notwithstanding anything herein to the contrary, Landlord shall be responsible for the maintenance and repair of the foundation and structural walls; provided, however, that Landlord shall not be responsible for the painting of the structural walls unless such painting is necessary in connection with the maintenance and repair of the structural walls.

8.2                                  Alterations .  Tenant shall not create any openings in the roof or exterior walls, nor shall Tenant make any alterations or additions to the Leased Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld.  In the event of an improvement or alteration, Landlord shall have the right to determine (at the time such approval is given) whether it shall be left or removed at the expiration or termination of the Lease, except as required by any governmental authority.  Tenant shall be responsible to make all additions, improvements, alterations, and repairs on the Leased Premises and

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on and to the appurtenances and equipment thereof, required by any governmental authority or which may be made necessary by the act or neglect of any person, firm or corporation, private or public, claiming by, through or under Tenant.  Any improvement or alteration shall be done in a good and workmanlike manner and in compliance with all applicable permits and authorizations and building and zoning laws, and with all other laws, ordinances, rules, regulations, and requirements of all Federal, State, and municipal governments, departments, commissions, boards, and officers, and in accordance with the orders, rules, and regulations of the National Board of Fire Underwriters or any other body exercising similar functions.  Upon completion of any work by or on behalf of Tenant, the Tenant shall provide Landlord with such documents as Landlord may require (including, without limitation, sworn contractor’s statements and supporting lien waivers) evidencing payment in full for such work. Tenant shall provide Landlord with sufficient advance written notice of the commencement of any work which may result in a mechanic’s or materialman’s lien against the Leased Premises so that the Landlord can post sufficient notices of non-liability. Tenant shall be responsible to make all alterations so that the Leased Premises are in full compliance with the Americans with Disabilities Act.

IX.                                                                                 ASSIGNMENT AND SUBLETTING

9.1                                  Consent Required .  Tenant shall not, without Landlord’s prior written consent, which consent shall not be unreasonably withheld, (a) assign, convey, or mortgage this Lease or any interest under it; (b) allow any transfer thereof or any lien upon Tenant’s interest by operation of law; (c) sublet the Leased Premises or any part thereof; or (d) permit the use or occupancy of the Leased Premises or any part thereof by anyone other than Tenant.  No permitted assignment or subletting shall relieve Tenant of Tenant’s covenants and agreements hereunder, and Tenant shall continue to be liable as a principal and not as a guarantor or surety, to the same extent as though no assignment or subletting had been made.

9.2                                  Successors and Assigns .  Except as so restricted elsewhere in this Lease, the obligations and rights under this Lease shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors and assigns of the parties; provided, however, that any assignment or subletting by the Tenant in violation of the terms of this Lease shall not vest any rights whatsoever in the assignee or subtenant.

X.                                                                                     LIENS AND ENCUMBRANCES

10.1                            Encumbering Title .  Tenant shall not do any act which shall in any way encumber the title of Landlord in and to the Leased Premises, nor shall the interest or estate of Landlord in the Leased Premises be in any way subject to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by Tenant.  Any claim to, or lien

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upon, the Leased Premises arising from any act or omission of Tenant shall accrue only against the leasehold estate of Tenant and shall be subject and subordinate to the paramount title and rights of Landlord in and to the Leased Premises.

10.2                            Liens and Right to Contest .  Tenant shall not permit the Leased Premises to become subject to any mechanics’, laborers’, or materialmen’s lien on account of labor or materials furnished to Tenant or claimed to have been furnished to Tenant in connection with work of any character performed or claimed to have been performed on the Leased Premises by, or at the direction or sufferance of, Tenant; provided, however, that the Tenant shall have the right to contest in good faith and with reasonable diligence the validity of any such lien or claimed lien, if Tenant shall give to Landlord such security as may be deemed to be satisfactory to Landlord to insure payment thereof and to prevent any sale, foreclosure, or forfeiture of the Leased Premises by reason of non-payment thereof; provided further, however, that on final determination of the lien or claim for lien, Tenant shall immediately pay any judgment rendered, with all proper costs and charges, and shall have the lien released and judgment satisfied.

XI.                                                                                 UTILITIES

11.1                            Utilities .  Tenant shall purchase all utility services, including but not limited to fuel, water, sewer and electricity from the utility or municipality providing such service, and shall pay for such services when such payments are due.  If such utilities are not billed directly to Tenant but are billed to Landlord, Tenant shall reimburse Landlord, as additional rent, within twenty (20) days after Landlord bills Tenant therefor.

XII.                                                                             INDEMNITY AND WAIVER

12.1                            Indemnity .  Tenant shall protect, indemnify and save harmless Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, claims for relief, costs and expenses (including, without limitation, reasonable attorneys’ fees and ex