OFFICE LEASE

Exhibit 10.1

OFFICE LEASE

between

NNN Sacramento Corporate Center, LLC, a Virginia limited liability company, NNN Sacramento 1, LLC,

NNN Sacramento 2, LLC, NNN Sacramento 3, LLC, NNN Sacramento 4, LLC, NNN Sacramento 5, LLC,

NNN Sacramento 6, LLC, NNN Sacramento 7, LLC, NNN Sacramento 9, LLC, NNN Sacramento 10, LLC,

NNN Sacramento 11, LLC, NNN Sacramento 12, LLC, NNN Sacramento 13, LLC, NNN Sacramento 14,

LLC, NNN Sacramento 16, LLC NNN Sacramento 17, LLC, each a California limited liability company

(Landlord)

and

Placer Sierra Bank, a

California banking corporation

(Tenant)

TABLE OF CONTENTS

OFFICE LEASE

i

EXHIBITS

ii

OFFICE LEASE

THIS OFFICE LEASE (“Lease”), dated November 16, 2004, is made and entered into by and between NNN Sacramento Corporate Center, LLC, a Virginia limited liability company, NNN Sacramento 1, LLC, NNN Sacramento 2, LLC, NNN Sacramento 3, LLC, NNN Sacramento 4, LLC, NNN Sacramento 5, LLC, NNN Sacramento 6, LLC, NNN Sacramento 7, LLC, NNN Sacramento 9, LLC, NNN Sacramento 10, LLC, NNN Sacramento 11, LLC, NNN Sacramento 12, LLC, NNN Sacramento 13, LLC, NNN Sacramento 14, LLC, NNN Sacramento 16, LLC NNN Sacramento 17, LLC, each a California limited liability company (collectively “Landlord”) and Placer Sierra Bank, a California banking corporation (“Tenant”) upon the following terms and conditions:

ARTICLE 1 - DEFINITIONS

Unless the context otherwise specifies or requires, the following terms shall have the meanings specified herein;

1.01 Building. The term “Building” shall mean that certain office building located at 501-525 J Street in Sacramento, California, commonly known as SACRAMENTO CORPORATE CENTER together with any related land, improvements, parking facilities, common areas, driveways, sidewalks and landscaping. The common areas shall mean the sidewalks, parking areas, halls, passages, exits, entrances, elevators or stairways of the Building.

1.02 Premises. The term “Premises” shall mean 525 J Street, 1 ^st Floor, and 501 J Street, Suite 110, 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.

1.03 Rentable Area of the Premises. The term “Rentable Area of the Premises” shall mean 525 J Street, 1 ^st floor, comprised of approximately eleven thousand one hundred eighty four (11,184) rentable square feet, 501 J Street, Suite 110, comprised of approximately three thousand one hundred eighty (3,180) rentable square feet, plus an additional approximately four hundred (400) rentable square feet for the kitchen area near the boardroom and such additional rentable square feet to incorporate the private hallway and restrooms, for a total of approximately fourteen thousand seven hundred sixty four (14,764) square feet, which Landlord and Tenant have stipulated as the Rentable Area of the Premises. The Rentable Area of the Building is approximately +/- 175,135 rentable square feet. The Rentable Area was calculated using the method for determining Useable Area as set forth in the “Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996” published by the Building Owners and Managers Association International, approved June 7, 1996 by American National Standards Institute, Inc., with a fourteen percent (14%) load factor 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.

1.04 Lease 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.

1.05 Commencement Date. Subject to adjustment as provided in Article 3, the term “Commencement Date” shall mean January 1, 2005.

Landlord and Tenant acknowledge and agree that Tenant currently occupies the Premises under that certain Lease with Landlord dated June 15, 1994 as subsequently amended (“Prior Lease”), the term of which expires on December 31, 2004. The Premises comprise a portion of the total premises leased by Tenant under the Prior Lease. It is the intent of the parties that Tenant will remain in possession of the Premises described in this Lease after the expiration of the term of the Prior Lease and that Tenant shall surrender the remainder of the premises leased under the Prior Lease to Landlord pursuant to the surrender terms and conditions of the Prior Lease which shall thereafter terminate, and be of no further force and effect. Landlord hereby agrees both as Landlord under this Lease and as the Landlord under the Prior Lease, that notwithstanding anything to the contrary in this Lease or the Prior Lease, Tenant shall have no responsibility for the stairwell to the second floor, including, without limitation, any responsibility for the removal of the stairs upon the expiration of the Prior Lease or for the removal of any other alterations or Tenant improvements made by Tenant under the Prior Lease in the portion of the premises surrendered to Landlord at the expiration of the Prior Lease. Tenant shall continue to occupy the Premises described in this Lease thereafter under the terms and conditions of this Lease. Landlord agrees that after full execution of this Lease but prior to the Commencement Date, Tenant may commence Tenant’s Work (as described in the Work Letter Agreement attached as Exhibit B ) in the Premises except no work shall be done in the portion of the Premises currently subleased to LaPlante and Spinelli under Sublease Agreement dated June 19, 2002, until Tenant has provided Landlord written evidence that its subtenant has vacated and surrendered possession of the Premises or has consented in writing to Tenant’s work. Completion of such Work shall be governed by the terms of this Lease, not the Prior Lease.

1.06 Expiration Date. Subject to adjustment as provided in Article 3, the term “Expiration Date” shall mean April 30, 2015.

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1.07 Base Rent. Subject to adjustment as provided in Article 4, the term “Base Rent” shall mean the following amounts for the corresponding periods of the Lease Term:

1.08 Tenant’s Percentage Share. The term “Tenant’s Percentage Share” shall mean the ratio of the Rentable Area of the Premises to the total Rentable Area of the Building, whether or not occupied, which is calculated, based on the applicable Rentable Areas set forth in Section 1.03, to be eight and twenty six hundredths percent (8.26%) with respect to increases in Property Taxes and Operating Expenses (as such terms are hereinafter defined). Landlord may reasonably redetermine Tenant’s Percentage Share from time to time to reflect reconfigurations, additions or modifications to the Building, and Landlord shall provide reasonable back-up documentation to Tenant at the time the redetermination is conveyed to Tenant.

1.09 Security Deposit. The term “Security Deposit” shall mean Zero Dollars ($0.00).

1.10 Tenant’s Permitted Use. The term “Tenant’s Permitted Use” shall mean the use of the Premises as a financial institution and for related services, including but not limited to the installation, maintenance and operation of one or more automated teller machines (“ATMs”) on the Premises with outside walkup access, related office and administrative uses, general office use and no other use.

1.11 Business Hours. The term “Business Hours” shall mean the hours of 6:00 A.M. to 6:00 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, Veteran’s Day, Thanksgiving Day and Christmas Day, and to the extent of utilities or services provided by union members engaged at the Building, such other holidays observed by such unions.

1.12 Landlord’s Address For Notices. The term “Landlord’s Address for Notices” shall mean Triple Net Properties, LLC, 1551 North Tustin Ave., Suite 200, Santa Ana, California 92705, Attn: Notice Department, with a mandatory copy to the on-site property manager: Sacramento Corporate Center, 501 J Street, Sacramento, California, 95814, Attn: Raymond Moya, Property Manager.

1.13 Tenant’s Address for Notices. The term “Tenant’s Address for Notices” shall mean Placer Sierra Bank, 649 Lincoln Way, Auburn, CA 95603, Attn: Lynn Matsuda, EVP and Director of Operations.

1.14 Broker. The term “Broker” shall mean CB Richard Ellis:

For Tenant – Betty Diepenbrock

For Landlord – Harvey Chohan and Jim King

1.15 Guarantor. The term “Guarantor” shall mean N/A.

1.16 Tenant’s Parking Stalls : The term “Tenant’s Parking Stalls” shall mean fourteen (14) customer parking spaces and fifty (50) employee parking spaces for a total of sixty four (64) parking spaces.

ARTICLE 2 – PREMISES

2.01 Lease 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.

2.02 Acceptance of Premises. Tenant acknowledges that Landlord has not made any representation or warranty with respect to the condition of the Premises or the Building except as expressly provided in this Lease 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, Tenant shall execute a Suite Acceptance Letter, in the form of Exhibit E attached hereto,

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accepting the Premises subject to those items identified in the Acceptance Letter as not in good working order or repair or not in compliance with applicable laws and therefore requiring attention. Landlord promptly shall repair or make such replacement as necessary to correct any items so identified as requiring attention. 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, and subject to Landlord’s repair and maintenance obligations in Section 8.01. 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).

2.03 Tenant’s Access to Premises . Tenant and its employees shall be allowed full access to the Premises and use of passenger elevator service at all times, seven (7) days per week, twenty-four (24) hours per day.

2.04 Right of First Refusal .

(A) Grant of Right of Refusal . Landlord hereby grants to Tenant a continuing first right of refusal to lease (“Tenant’s Right of Refusal”) the space adjacent to the Premises on the 1 ^st floor of the Building consisting of approximately six thousand two hundred thirty four (6,234) rentable square feet of space, as the same becomes available (the “Available Space”), as follows: Tenant shall have the right to lease the Available Space on the terms of any unaffiliated third party bona fide offer that Landlord is willing to accept (the “Available Space Terms”).

(B) Exercise of Tenant’s Right of Refusal . Landlord shall provide Tenant written notice (“Landlord’s Offer Notice”) as soon as reasonably possible after Landlord has received a bona fide offer for the lease of all or any portion of the Available Space, which offer Landlord in good faith intends to accept (an “Offer”). In such event, then, provided there does not exist, on the date of exercise of the Tenant’s Right of Refusal, an event of default (as provided in Section 15.01 below), uncured within any applicable cure period, Tenant’s Right of Refusal shall be exercised by Tenant’s delivery to Landlord, within five (5) business days following receipt of Landlord’s Offer Notice, of written notice pursuant to the terms hereof (“Tenant’s Acceptance Notice”), stating that Tenant agrees to lease the portion of the Available Space covered by Landlord’s Offer Notice, in accordance with the Available Space Terms and otherwise under the terms and conditions of this Lease, except that the length of the term which shall be applicable to such Available Space shall be the number of months then remaining in the Lease Term; provided, however in the event that less than thirty-six (36) months remains in the initial Lease Term as of the date of Tenant’s Acceptance Notice, then Tenant shall be obligated to extend the Lease Term such that all of the Premises shall be subject to a remaining term of not less than thirty-six (36) months (and which extension shall automatically adjust the dates for exercise of the Renewal Options). Tenant’s failure to provide the Tenant’s Acceptance Notice within such five (5) day period shall be conclusively deemed Tenant’s election not to exercise Tenant’s Right of Refusal as to the Available Space covered by Landlord’s Offer Notice, and Landlord shall be free to enter into a lease with the proposed tenant for such Available Space on materially the same terms as described in the Landlord’s Offer Notice (including a lease containing renewal options which may be exercised by such other tenant without regard to Tenant’s Right of Refusal). If the Available Space or any portion thereof subsequently becomes available again during the Term of this Lease, Tenant shall have the same right of refusal granted herein with respect to a bona fide offer to lease additional space by a subsequent third-party offeror. In the event that the proposed Lease described in Landlord’s Offer Notice is not consummated, Tenant’s right of first refusal shall apply to any subsequent transaction. Tenant shall be obligated, if Tenant elects to exercise Tenant’s Right of Refusal, to exercise such right as to all of the Available Space covered by Landlord’s Offer Notice.

(C) Documentation of Tenant’s Right of Refusal . Within a reasonable period of time, not to exceed thirty (30) days after the effective date of Tenant’s Acceptance Notice, the parties shall execute (i) an addendum to this Lease confirming the terms and conditions upon which the Available Space shall be leased to Tenant, including, without limitation, the date upon which Tenant’s occupancy of such space shall commence (the “Tenant’s Right Commencement Date”), Tenant’s Rentable Area (with the addition of the square footage in the Available Space then the subject of the Offer), the new amount for the monthly installment of Base Rent (which shall be reflective of the new number for Tenant’s Percentage Share), and (ii) a Work Letter, if applicable, covering leasehold improvements to be performed in such space; provided, however, that the failure of either party to execute such addendum shall not affect the effectiveness of Tenant’s exercise of the Right of Refusal and the matters provided for herein as long as both parties execute such addendum within thirty (30) days of Tenant’s receipt of Landlord’s addendum consistent with the provisions of this Section 2.04(C). Tenant’s Right Commencement Date shall be the earlier to occur of (i) Tenant’s actual conduct of business in the Available Space, or (ii) five (5) days following substantial completion, as determined in accordance with the Work Letter executed by the parties in connection with such space. Tenant’s obligation for payment of Rent with respect to such space shall begin on Tenant’s Right Commencement Date; provided that such obligation shall be moved forward by the number of days, if any, by which Tenant delays Substantial Completion as determined by such Work Letter.

ARTICLE 3 – TERM

3.01 Except 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.

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3.02 Option to Renew .

(A) Option and Exercise . Tenant shall have two (2) consecutive option(s) (each a “Renewal Option”) to renew and extend the Term of this Lease with respect to all (but not less than all) of the Premises demised under or pursuant to this Lease for an additional term (each a “Renewal Term”) of five (5) years each. The first Renewal Term commencing on the day immediately following the Expiration Date of the initial Term, and the second Renewal Term commencing on the day immediately following the expiration of the first Renewal Term, under the following terms and conditions:

(i) Tenant gives Landlord written notice of its election to exercise the Renewal Option no earlier than the date which is three hundred sixty-five (365) days prior to the Expiration Date of the initial Term or of the first Renewal Term, as applicable, and no later than the date which is one hundred eighty (180) days prior to the Expiration Date of the initial Term or of the first Renewal Term, as applicable;

(ii) Tenant is not in breach or default under this Lease beyond any applicable notice or cure period or any other lease of space in the Building either on the date Tenant exercises the Renewal Option or at any time through and including the proposed commencement date of the Renewal Term.

(B) Renewal Term Rent and Lease Terms . If Tenant timely and properly exercises the Renewal Option in accordance with the provisions of Section 3.02(A) above:

(i) The Rent payable for the Renewal Term shall be based on the then prevailing rent for comparable deals in the Building and the downtown Sacramento market place, but in no event (including in the event that the appraisal process described below is elected) shall the rental rate be less than the adjusted rental rate payable under this Lease on the Expiration Date of the initial Term, or first Renewal Term, as the case may be. For purposes of the preceding sentence, “prevailing rental rate” shall mean the total rental then being quoted by landlords for “comparable deals” for comparable uses in the Building and the downtown Sacramento market place. “Comparable deals” shall mean leases which are approximately as long, and commencing at approximately the same time, as the Renewal Term and are for comparable space in the Building and in comparable buildings (with occupancy rates similar to the Building) improved in a similar manner as the Premises excluding the leasehold improvements installed by Tenant at Tenant’s expense, subject to reasonable adjustments for 1) the desirability of the applicable floor or location in the building, and 2) the desirability of the geographic location of the applicable building. “Comparable deals” shall explicitly exclude from consideration any transactions where the landlord of the subject building is in default of its mortgage or other indebtedness of the building, or is currently, or has within the prior six (6) months, been involved in foreclosure proceedings on the applicable building. “Comparable deals” shall also exclude transactions whereby the tenant has some form of equity participation in the deal. Landlord shall determine the prevailing rental rate by using its good faith judgment and shall provide written notice of such amount within fifteen (15) days after Tenant delivers notice of exercise of its Renewal Option. Tenant shall have thirty (30) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of the prevailing rental rate within which to accept such rent or to reasonably object thereto in writing. In the event that Tenant objects, Landlord and Tenant shall attempt to agree upon the prevailing rate using their good faith efforts. If Landlord and Tenant are unable to reach agreement within fifteen (15) days following Tenant’s Review Period, then each party shall select an independent arbitrator who shall by profession be a real estate broker who shall have been active over the past five (5) year period in the leasing of commercial properties in the vicinity of the Building. Neither Landlord nor Tenant shall consult with such broker as to his or her opinion as to the prevailing rate prior to the appointment. The two brokers shall determine the prevailing rate, taking into account the requirements of this Section B(i), within twenty (20) business days after appointment and shall submit their determination to Landlord and Tenant in a writing signed by each broker which shall be final and binding on the parties. If either party fails to timely appoint a broker, the decision of the one (1) appointed broker shall be final and binding on the parties. In the event that the brokers are unable to agree on the prevailing rental rate within such twenty (20) day period, the two brokers shall then immediately submit to each other in writing their separate determinations of prevailing rental rate setting forth the basis for their determinations and select a third similarly qualified broker to act as a neutral arbitrator and provide to such third broker when selected copies of their separate written determinations of prevailing rental rate. Such third broker shall not have worked for either party in any capacity. The prevailing rental rate shall be independently determined by the third broker, whose determination shall be made within twenty (20) business days after appointment. The third broker shall then decide which of the determinations submitted by the first two brokers most closely approximates the third broker’s determination of the prevailing rental rate. The third broker shall have no right to adopt a compromise or middle ground or any modification of the determinations of either of the first two brokers. The third broker shall decide only which submitted determination most closely approximates his determination and such decision shall constitute the prevailing rental rate and shall be final and binding upon the parties. The new Base Rent shall be an amount equal to the prevailing rental rate determined as provided above. Each party hereto shall pay the fees and expenses of the broker appointed by it. The fees and expenses of the third broker shall be paid by the parties hereto in equal shares. If the two brokers appointed by the parties cannot reach agreement on the appointment of the third broker, they or either of them shall give notice of such failure to agree to the parties and if the parties fail to agree upon the selection of such third broker within ten (10) days after the brokers appointed by the parties give such notice, then either of the parties, upon notice to the party, may request such appointment by the American Arbitration Association, or on its failure, refusal or inability to act, may apply for such appointment to the presiding judge of the Superior Court of Sacramento County, California.

(ii) Tenant shall have no further options to renew or extend the initial Term of this Lease beyond the expiration date of the second Renewal Term created by exercise of the second Renewal Option.

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(iii) Landlord shall not be obligated to perform any leasehold improvement work in the Premises or give Tenant an allowance or other economic concession for any such work or for any other purpose.

(iv) Except as otherwise provided herein, all of the terms and provisions of this Lease shall remain the same and in full force and effect during the Renewal Term.

(C) Amendment . If Tenant exercises a Renewal Option, Landlord and Tenant shall execute and deliver an amendment to this Lease reflecting the lease of the Premises by Landlord to Tenant for the applicable Renewal Term on the terms provided above, which amendment shall be executed and delivered prior to the commencement date of the Renewal Term.

(D) Termination . The unexercised Renewal Option shall automatically terminate and become null and void and of no force or effect upon the earlier to occur of (1) the expiration or termination of this Lease, (2) the termination of the Tenant’s right to possession of the Premises, (3) the failure of Tenant to timely or properly exercise such Renewal Option or (4) the default by Tenant under the Lease, which remains uncured at the expiration of any applicable cure period.

ARTICLE 4 – RENTAL

4.01 Definitions. As used herein,

(A) “Base Year” shall mean the calendar year 2005.

(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 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, reasonably 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. Any tax increase in Property Taxes due to a change in ownership shall be capped at seven percent (7%) for the tax year in which the sale occurs. In the following year, the balance of the increase applicable to Tenant in excess of 7% shall be Tenant’s responsibility. Such increases shall not occur more than two times during the initial lease term.

(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.

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(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.

(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 reasonably determined by Landlord and as opposed to additions or new improvements) of 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, or (ii) the period during which the reasonably estimated savings in Operating Expenses does not exceed the amortized cost of expenditures (“Approved Capital Expenditures”).

(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, not to exceed four and one half percent (4  ¹ / 2 %) of the total cost of Operating Expenses excluding salaries, overhead and other costs exclusively attributable to the operations of Landlord’s property manager.

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. In addition, Operating Expenses shall not include the items listed on Exhibit H attached hereto.

(D) If the Building does not have ninety-five percent (95%) 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 ninety-five percent (95%) 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 provision.

4.02 Base 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) 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, of Operating Expenses paid or incurred by Landlord during such year over the Operating Expenses paid or incurred by Landlord during the Base Year. A decrease in Property Taxes or 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.

4.03 Adjustment Procedure; Estimates. The Tax and Operating Expense Adjustment specified in Section 4.02(B) 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) 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 that 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 but in no event later than three hundred sixty five (365) days after the close of each calendar year, Landlord shall deliver to Tenant a reasonably detailed line item 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) 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

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actual Tax and Operating Expense Adjustment is more that the estimated payments for such calendar year made by Tenant, Tenant shall pay the deficiency to Landlord thirty (30) days after 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 within thirty (30) days after the expiration date.

(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) 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.

4.04 Review 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 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 thirty (30) 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. 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 or Tenant’s legal counsel, and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person except as provided above, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease, provided that this provision shall not be interpreted to in any way limit or prohibit Tenant disclosing the records in connection with any legal action undertaken by Tenant in connection with the enforcement of the terms 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 (taking 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 or paid to Tenant if such subsequent installments are insufficient. 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. Notwithstanding the foregoing, if the audit correctly reveals that Tenant’s Percentage Share of the Tax and Operating Expense Adjustment has been overstated by more than five percent (5%), then Landlord shall within thirty (30) days following demand reimburse Tenant for the reasonable costs of the audit incurred by Tenant.

4.05 Payment. Concurrently with the execution hereof, Tenant shall pay Landlord Base Rent for the first calendar month of the Lease Term for which Base Rent is due. 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 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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4.06 Late 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 ten percent (10%) per annum from the date due to the date paid.

4.07 Additional 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”.

4.08 Additional 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 property located in the Premises; any leasehold improvements made in or to the Premises by or for Tenant; the Rent payable hereunder, including, without limitation, any gross receipts tax, license fee or excise tax levied by any governmental authority; the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the Premises (including without limitation any applicable possessory interest taxes); or this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

ARTICLE 5 – SECURITY DEPOSIT

[INTENTIONALLY OMITTED]

ARTICLE 6 – USE OF PREMISES

6.01 Tenants 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.

6.02 Compliance 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 during the Term (collectively “Applicable Laws”). Notwithstanding the foregoing, such compliance requirement shall apply only to the interior of the Premises, as Landlord is obligated to so comply as to the balance of common areas of the Building, and no such requirement by Tenant to comply shall be construed as requiring Tenant to make structural or capital improvements to the Premises, except as required because of Tenant’s specific and unique use of the Premises (that is, for other than general office purposes) or because of the initial tenant improvements made to the Premises by Tenant, or any upgrades or any alterations to the Premises made by Tenant.

(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, 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 acknowledges that to its actual knowledge, without any duty of investigation, it has not received any notices from any Regulatory Authority (as defined below) that the common areas of the Building violate any Applicable Laws, including the Americans With Disabilities Act of 1990, as amended (“ADA”). If Landlord receives any such notice from a Regulatory Authority with respect to the common areas for which Landlord is legally responsible, Landlord shall (subject to Tenant’s obligations set forth in Section 6.03(B)) in a manner that complies with all applicable laws, rules, regulations and policies of any governmental body with jurisdiction over the same, remedy such non-compliance. Landlord shall use its best efforts to minimize direct and indirect impact on Tenant during all activities related to remedy such compliance. For purposes of this provision, Landlord’s actual knowledge shall mean the knowledge of Kent Peters.

6.03 Hazardous 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,

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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 according to the standards for 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) Tenant agrees to execute affidavits, representations, and the like from time to time at Landlord’s request stating Tenant’s actual knowledge and belief regarding the presence of Hazardous Materials on the Premises.

(D) “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.

(E) “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.

(F) “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.

(G) “Regulatory Authority” shall mean any federal, state or local governmental agency, commission, board or political subdivision.

(H) Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, without any duty of investigation, as of the Commencement Date (i) there has been no release, discharge or disposal onto, or under or about the Building of any Hazardous Material in violation of any Environmental Law; (ii) the Building contains no polychlorinated biphenyls (“PCBs”, or PCB-contaminated equipment or asbestos-containing materials; and (iii) Landlord has received no notice that the Building or the Premises is in violation of any Environmental Law. If, during the Lease Term (including any extensions), either Landlord or Tenant becomes aware of (a) any actual or threatened release of any Hazardous Material on, under or about the Premises or the Building or (b) any inquiry, investigation, proceeding or clam by any government agency or other person regarding the presence of Hazardous Material on, under or about the Premises or the Building, that party shall give the other party written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to the other party copies of any claims, notices of violation, reports or other writings received by the party providing notice that concern the release or investigation. If any Hazardous Material is deposited, released, stored, disposed, discovered or present in or on the Premises, or the Building, for which Landlord is legally responsible, Landlord shall (subject to Tenant’s obligations set forth in Section 6.03(B)) in a manner that complies with all applicable laws, rules, regulations and policies of any governmental body with jurisdiction over the same, remove, transport and dispose of such substances and perform all remediation and cleanup necessary or advisable to remediate any damage to persons, property or the environment as a result of the presence of such Hazardous Material, the cost of which shall not be included as an Operating Expense. Landlord shall use its best efforts to minimize direct and indirect impact on Tenant during all activities related to remediation. For purposes of this provision, Landlord’s actual knowledge shall mean the knowledge of Kent Peters, who is the Senior Asset Manager.

6.04 Operation of Tenant’s Business .

(A) Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, but not the obligation, to cease its business operations within and/or vacate the Premises (“Go Dark”) at any time during the Term; provided, however, Tenant shall remain obligated to perform all other obligations under this Lease, including, without limitation, the payment of Base Rent and additional Rent, subject to any early termination of this Lease by Landlord as provided below. Tenant shall not be deemed to elect to Go Dark if Tenant’s business is closed temporarily for remodeling for a period of not more than sixty (60) consecutive days or because of damages or destruction to the Premises or Building. From and after the date the Premises Go Dark, Landlord shall have the right, but not the obligation, at any time thereafter by providing written notice (the “Recapture Notice”) to Tenant, to

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recapture the Premises and terminate this Lease effective upon the date (the “Recapture Date”) that is thirty (30) days after Tenant’s receipt of the Recapture Notice. Following Tenant’s receipt of the Recapture Notice, Tenant shall surrender the Premises to Landlord, in accordance with the terms and conditions of this Lease, on the Recapture Date; provided, however, Tenant shall have the right to rescind the Go Dark Notice by providing written notice (the “Rescission Notice”) to Landlord within thirty (30) days after Tenant’s receipt of the Recapture Notice of Tenant’s intention to not Go Dark and instead continue business operations within the Premises for the Permitted Use, in which event, Landlord shall have no right to recapture the Premises as set forth in this Section 6.04(A), and Tenant shall continue business operations within the Premises for the Permitted Use. If Landlord properly and timely exercises the recapture option in this Section 6.04(A), this Lease shall expire at midnight on the Recapture Date, Tenant shall pay Landlord the Termination Fee (defined below) and surrender the Premises to Landlord on or prior to such Recapture Date in accordance with the applicable provisions of this Lease, and the parties hereto shall be released from any further obligations under this Lease, except for those other obligations which specifically survive the expiration or earlier termination of this Lease. The Termination Fee to be paid by Tenant shall be equal to all of Landlord’s unamortized (amortized on a straight line basis over the initial Term) leasing costs, including, without limitation, tenant improvement costs, free rent, leasing commissions and attorneys’ fees.

(B) Tenant agrees that it will keep the Premises in a neat, clean and orderly condition and that all trash and rubbish generated by it shall be deposited within prescribed receptacles in designated service areas within the Building.

ARTICLE 7 – UTILITIES AND SERVICES

7.01 Building 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) From 6:00 a.m. to 6:00 p.m., Monday through Friday, except for holidays, such air conditioning, heating and ventilation as, in Landlord’s reasonable judgment, are required for the comfortable use and occupancy of the Premises. Landlord shall make available to Tenant heating, ventilation or air conditioning in excess of that which Landlord shall be required to provide hereunder (including services for after-hours usage to be available twenty-four (24) hours per day, seven (7) days a week, every day of the year), upon the following conditions:

(i) Tenant may request ventilation, hearing and air conditioning service for hours other than those outlined in Section 7.01(B) above, Paragraph 1 (“Overtime Air Service”). Upon at least forty eight (48) hours minimum advance written notice from Tenant to Landlord, the Landlord shall arrange for such Overtime Air Service. For each Overtime Air Service request, Tenant shall pay, as additional rent, the Landlord’s then current charge for Overtime Air Service, which costs currently are as follows:

$35.00 Service Charge.

If on weekdays, $25.00 per hour.

If on weekends, $35.00 for the first hour and $25.00 per hour thereafter.

Tenant shall be entitled to zero (0) calendar days per year at no cost.

Such costs shall be paid to Landlord, at the same address provided for rent and notices or such other addresses as Landlord may from time to time designate in writing, within thirty (30) days of receipt of invoice. Tenant shall provide the appropriate billing address for Overtime Air Service in the space provided below, and shall notify Landlord in writing of any change in address.

Landlord reserves the right to reasonably adjust the hourly charge for Overtime Air Service if the actual costs to Landlord of providing said service increases.

Tenant’s billing address for overtime air service is as follows:

Placer Sierra Bank

Attention: Chief Financial Officer

525 J Street

Sacramento, California 95814

Landlord’s fee for any such additional heating, ventilation or air conditioning provided to Tenant, to be set by Landlord as provided above based on Landlord’s actual costs for said services, will be separate from and in addition to the Tax and Operating Expenses Adjustment provide in Article 4.

(C) Water for drinking and rest room purposes.

(D) Reasonable standard janitorial and cleaning services five (5) days per week consistent with such services typically provided for Class A office buildings in Downtown Sacramento and in addition, the following services described on Exhibit F attached hereto, provided that the Premises are used exclusively for the

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Permitted Use and are kept reasonably in order by Tenant. 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 of Tenants refuse and rubbish, to the extent that the same exceeds the refuse and rubbish attendant to normal office usage.

(E) At all times, twenty-four (24) hours per day, seven (7) days a week, every day of the year, electric current in reasonable wattages 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 equipment or machines which will increase Tenant’s use of electric current in excess of that which Landlord is obligated to provide hereunder, such approval not to be unreasonably withheld (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 electricity to Tenant in the Premises.

Any amounts which Tenant is required to pay to Landlord pursuant to this Section 7.01 shall be payable within thirty (30) days following invoicing by Landlord and shall constitute additional rent.

7.02 Interruption 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. 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.

ARTICLE 8 – MAINTENANCE AND REPAIRS

8.01 Landlord’s Obligations. Except as provided in Sections 8.02 and 8.03 below, Landlord shall maintain the Building and the common areas of the Building and the parking area facilities serving the Building in good and sanitary condition and repair throughout the Lease Term equivalent to that for similar Class “A” buildings in the Sacramento central business district and shall maintain and repair the structural portions of the Building (including without limitation the foundations exterior walls, structural condition of interior bearing walls, exterior roof) and the Building Systems defined as the plumbing, HVAC, electrical, fire/life safety elevator and security system, except to the extent the need for such repair or maintenance was due to damage caused by Tenant (subject to the final sentence of Section 8.02 below); provided, however, that Landlord shall not be liable for any failure to make any repairs or to perform any maintenance in the Premises 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.

8.02 Tenant’s Obligations. Subject to Landlord’s obligations during the Lease Term, Tenant shall, at its sole cost and expense, maintain the non-structural portions of the Premises in good order and repair (including, without limitation, the carpet, wall-covering, doors and other trade fixtures, equipment, alterations and

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improvements, and the Building Systems to the extent located within the Premises and exclusively serving the Premises whether installed by Landlord or Tenant). Further, and subject to the final sentence of this Section 8.02, 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. Nothing in this provision is intended to require Tenant to pay for any cost incurred to the extent such cost is covered by insurance required to be maintained by either party to this Lease, or, in the case of Landlord’s required insurance, would have been covered if Landlord’s insurance was properly maintained under this Lease.

8.03 Landlord’s Rights. Subject to the limitations in Article 21 below, 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.

ARTICLE 9 - ALTERATIONS, ADDITIONS AND IMPROVEMENTS

9.01 Landlord’s Consent; Conditions . Except for the Tenant’s Work described in the Work Letter Agreement attached hereto as Exhibit B which shall be governed by the terms of the Work Letter Agreement, 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 shall not be unreasonably withheld conditioned or delayed beyond ten (10) business days after Tenant has provided Landlord with plans and specifications therefor. 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 reasonable approval, of all plans and specifications relating to the Alterations; Landlord’s prior written reasonable approval of the time or times when the Alterations are to be performed; Landlord’s prior written reasonable approval of the contractors and subcontractors performing work in connection with the Alterations; employment of union contractors and subcontractors who shall not cause labor disharmony; 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 reasonable costs and expenses incurred by Landlord because of Tenant’s Alterations, 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. Tenant shall not place a load upon any floor of the Premises that exceeds seventy (70) pounds per square foot “live load.” 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. Notwithstanding anything to the contrary in this Article 9, Tenant, at its sole cost and expense, shall have the right to make Alterations to the Premises without Landlord’s consent, but upon ten (10) days prior written notice to Landlord, provided that such alterations, additions and/or improvements (a) do not cost in the aggregate more than Ten Thousand and 00/100 Dollars ($10,000.00) in any twelve (12) month period in each instance; (b) do not adversely affect the Building structure; (c) do not adversely affect the Building systems; (d) do not affect the exterior appearance of the Building; (e) comply with Applicable Laws; and (f) do not unreasonably interfere with the normal and customary business operations of the other tenants in the Building (individually and collectively a “Design Problem”). Notwithstanding anything to the contrary in this Lease, Landlord agrees that Tenant shall have the right, at its sole cost and expense, subject only to Landlord’s approval, which Landlord may withhold in its reasonable discretion, to install, maintain, modify and if necessary relocate a vault and up to one (1) Automated Teller Machine (“ATM”) and a night depository on the Premises accessible by walk by invitees of the Tenant from the Common Area outside the Premises, along with such lighting and security systems required under Applicable Law for such installations. Landlord agrees that Tenant’s continued operation, maintenance and repair and/or replacement of Tenant’s ATM in this existing location in the Premises as of the Commencement Date shall not require any additional approval by Landlord. Subject to Tenant’s compliance with all Applicable Laws, Landlord further agrees that Tenant shall have the exclusive right to install and operate an ATM in the Building.

9.02 Performance of Alterations Work. All work relating to the Alterations shall be performed in compliance with the plans and specifications approved by Landlord which approval will not be unreasonably withheld conditioned or delayed, 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 reasonable 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 Building. All costs incurred by Landlord relating to the Alterations shall be payable to Landlord by Tenant as additional rent upon demand. 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.

9.03 Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Premises. 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

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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. 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 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.

9.04 Lease 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, and shall surrender all keys, any key cards, and any parking stickers or cards, to Landlord, and advise Landlord as to the combination of any locks or vaults then remaining in the Premises. 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 at the time of Landlord’s consent to such Alterations or within thirty (30) days of Landlord’s receipt of Tenant’s notice to Landlord of Alterations not requiring Landlord’s consent as provided in such 9.01 above, require Tenant to remove some or all of Tenant’s Alterations, in which event Tenant shall promptly, upon termination of the Lease Term, remove the designated Alterations and shall promptly repair any resulting damage, all at Tenant’s sole expense. Notwithstanding anything to the contrary herein, all business and trade fixtures, machinery and equipment, ATMs, furniture, movable partitions, signs or other items identifying Tenant’s business or Tenant’s proprietary marks on the Premises 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 have the obligation, at its sole expense, to remove all such items (excluding the vault, which shall remain on the Premises), provided Tenant shall promptly repair any damage to the Premises or the Building caused by such removal. If Tenant fails to remove any items Tenant is required to remove under the terms of this Section 9.04 or to repair damage caused by such removal 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 demand. Landlord shall in no event be responsible for the value, preservation or safekeeping of any property removed from the Premises by Landlord pursuant to any provisions of this Lease or any law. 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. Landlord hereby waives any security interest in Tenant’s removable partitions, vault, ATMs or other business or trade fixtures, furnishings, facsimile machinery, equipment, communication equipment or other business property of Tenant’s located in the Premises and acquired by or for the accounting of Tenant, to secure the payment of Rent, under this Lease or any other obligations of Tenant.

ARTICLE 10 – INDEMNIFICATION AND INSURANCE

10.01 Indemnification .

(A) Tenant agrees to protect, indemnify, hold harmless and defend Landlord and any Mortgagee, 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 sole negligence or willful misconduct of Landlord, its agents and employees), from and against the following matters (whether or not any of such matters shall have been heretofore approved by Landlord):

(i) any and all claims, losses, damages, liens, judgments, fines, penalties, costs and liabilities or expenses as incurred (including but not limited to reasonable consultants and 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 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 to the extent the same is caused by the sole 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 of 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

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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 only as to claims arising out of events that occur prior to the termination of this Lease..

(B) Landlord shall indemnify, defend and hold Tenant and its officers, directors, shareholders, partners, members, agents, and employees harmless from and against any and all claims, losses, damages, liens, judgments, fines, penalties, costs (including reasonable attorneys’ and consultants’ fees and court costs), expenses and/or liabilities (“Claims”) for or loss from personal injury and/or property damage (i) arising in the Common Areas to the extent such claims are covered by insurance carried by Landlord ( or would have been covered had Landlord carried the insurance required under this Lease), or (ii) arising out of, involving, or in connection with the use or occupancy of the Building including the Premises by Landlord or its agents, servants, or employees (iii) arising from Landlord’s breach or default in the performance of its obligations under this Lease, or the negligent or unlawful acts or omission of Landlord or its agents, employees or contractors, provided that the provisions of this Section 10.01(B) shall not apply to any claim to the extent arising from or in connection with the sole negligence or willful misconduct of the Tenant or any agent, contractor, or employee of Tenant. This indemnity shall survive the termination of this Lease only as to claims arising out of events that occur prior to the termination of this Lease.

(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.

10.02 Property 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 not the property of Tenant or required under this Lease to be removed by Tenant shall be paid to Landlord and the proceeds applicable those leasehold improvements that are the property of Tenant or required under this Lease to be removed by Tenant or to Tenant’s personal property shall be paid to Tenant.

(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 p