SHOPPING CENTER TRIPLE NET LEASE PLACER HEIGHTS PLAZA

6.1

Personal Property Taxes . Tenant shall pay before delinquency all taxes, assessments, license fees and public charges levied, assessed or imposed upon its business operation, as well as upon all trade fixtures, leasehold improvements (including leasehold improvements installed at Landlord’s cost in excess of those normally provided at Landlord’s cost as a part of the Landlord’s Work, merchandise and other personal property in, on, or upon the Premises, regardless of whether such trade fixtures, leasehold improvements, merchandise and other personal property is placed in, on, or upon the Premises at the commencement or during the term of this Lease. On demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments. Landlord’s reasonable determination of Tenant’s share of taxes for such property which is not separately assessed shall be binding on both parties Tenant shall pay such sum to Landlord within ten (10) days of receipt of a bill therefore, such billing to be accompanied by reasonable supporting data showing the method of calculation of Tenant’s share thereof. Tenant shall comply with the provisions of any law, ordinance, or rule of the taxing authorities which require Tenant to file a report of Tenant’s property located in the Premises.

6.2

Real Property Taxes . In addition to all other sums due hereunder, Tenant shall pay to Landlord Tenant’s share of Real Property Taxes (as hereinafter defined and computed).

7.2

Payment . From the date of Substantial Completion of the Premises, and thereafter throughout the Lease Term, Tenant shall pay prior to delinquency for all water, gas, electricity, telephone, sewage, janitorial service, and all other materials and utilities supplied to the Premises. If any such services are not separately metered to the Premises, Tenant shall pay a portion of the usage of all utility charges which are jointly metered, the determination of Tenant’s portion to be made by Landlord.

7.4

Interruption in Service . Unless caused by the willful misconduct or negligence of the Landlord, Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility service furnished to the Premises, and no such failure or interruption shall entitle Tenant to terminate this Lease or to abate or withhold the payment of Rent or other charges hereunder.

8.1

Availability . The term “common areas” means the portions of the Shopping Center which have at the time in question been designated and improved for common use by or for the benefit of more than one tenant or concessionaire of the Shopping Center, including, without limitation, the land and facilities utilized for or as parking areas, access and perimeter roads; roofs; truck passageways (which may be in whole or in part subsurface); service corridors and stairways providing access from store premises; landscaped areas; park areas, fountains, exterior walks, arcades, stairways, and/or ramps; interior corridors, stairs, or arcades; directory equipment and signs; wash rooms, comfort rooms, drinking fountains, public telephones, mailboxes, toilets and other public facilities (if any); bus stations, taxi stands, and the like, but excluding any portion of the Shopping Center so included within the common areas when designated by Landlord for a non-common use; any portion thereof not theretofore included within common areas shall be included when so designated and improved for common use. Tenant and its employees and invitees are, except as otherwise specifically provided in this Lease, authorized, empowered and privileged to use the common areas in common with other persons during the term of this Lease. Landlord agrees to maintain and operate, or cause to be maintained and operated (except as hereinafter provided with reference to cost of maintenance), said common areas at all times following completion thereof, for the benefit and use of the customers and patrons of Tenant, and of all other tenants, owners and occupants of the land constituting the Shopping Center of which the Premises are a part.

(a)

Landlord shall at all times have the right and privilege of determining the nature and extent of the common areas, and of making such changes therein and thereto from time to time in compliance with all applicable governmental regulations and which in its opinion are deemed to be desirable and for the best interests of all person using said common areas, including the location and relocation of driveways, entrances, exits, automobile parking spaces, and direction and flow of traffic, installation of prohibited areas, landscaped areas, and all other facilities hereof.

(b)

Nothing contained herein shall be deemed to create any liability upon Landlord for any damage to motor vehicles of customers or employees or for loss of property from within such motor vehicles, unless caused by the gross negligence or willful misconduct of Landlord, its agents, servants or employees.

(c)

Landlord and Landlord’s nominees and assignees shall have the right to establish, and from time to time modify, amend, and enforce against Tenant and the other users of said common areas such reasonable and nondiscriminatory rules and regulations as may be deemed necessary or advisable for the safety and cleanliness of the common areas, and for the preservation of good order in the proper and efficient operation and maintenance of the common areas. The current rules and regulations are attached hereto as Exhibit C . The rules and regulations herein provided may include, without limitation, the hours during which the common areas shall be open for use. Landlord may, if in its opinion the same be advisable, establish a system of charges against non-validated parking checks of users. Tenant agrees to conform to and abide by all such rules and regulations and to cause its concessionaires, and its and their employees and agents, to abide and conform with such rules and regulations and to use its best efforts to cause its customers, invitees and licensees to abide and conform with such rules and regulations; provided, however, that all such rules and regulations and such types of operation or validation of parking checks and other matters affecting the customers and patrons of Tenant shall apply equally and without discrimination to all persons entitled to the use of said automobile parking facilities.

(d)

Landlord shall at all times during the term of this Lease have the sole and exclusive control of the common areas, and may at any time and from time to time during the term hereof exclude and restrain any person from use or occupancy thereof, excepting, however, bona fide customers, patrons and service suppliers of Tenant, and other tenants of Landlord who make use of said areas in accordance with the rules and regulations established by Landlord from time to time with respect thereto. The rights of Tenant hereunder in and to the areas in this Section referred to shall at all times be subject to the rights of Landlord, and other tenants of Landlord and the other owners of the Shopping Center to use the same in common with Tenant, and it shall be the duty of Tenant to keep all of said areas free and clear of any obstructions created or permitted by Tenant or resulting from Tenant’s operation and to permit the use of any of said areas only for normal parking and ingress and egress by the said customers, patrons and service suppliers to and from the building of which the Premises occupied by Tenant and other tenants of Landlord are a part.

(e)

If in the opinion of Landlord persons are using any of said areas by reason of the presence of Tenant in the Premises or engaging in conduct prohibited under this Lease, Tenant, upon demand of Landlord, shall enforce such rights against all such persons by appropriate proceedings. Landlord shall have the right, but not the obligation, to remove or exclude from or to restrain (or take legal action to do so) any unauthorized person from, or from coming upon, the Shopping Center or any portion thereof, and to prohibit, abate, and recover damages arising from any unauthorized act, whether or not such act is in express violation of the rules and regulations set herein or in Exhibit C .

(f)

Neither Tenant nor its agents, employees, invitees nor anyone coming in or upon the Shopping Center as the result of Tenant’s presence therein, shall utilize the common area for any of the following: (a) Vend, peddle, or solicit orders for sale or distribution of any merchandise, device, service, periodical, book, pamphlet, or other matter whatsoever; (b) Exhibit any sign, placard, banner, notice, or other written material; (c) Solicit signatures on any petition or for any other purpose, disseminate any information in connection therewith, or distribute any circular, booklet, handbill, placard, or other material; (d) Solicit membership in any organization, group, or association, or contribution; (e) Parade, rally, patrol, picket, demonstrate, or engage in any conduct which might tend to interfere with or impede the use of any portion of the common area by any customer, business invitee, employee, or tenant

(g)

Any roadway, sidewalk, or walkway within or adjacent to the Shopping Center shall be used only as a means of egress from or ingress to all premises, common area or public streets. Such use shall be in an orderly manner, in accordance with the directional or other signs or guides. Roadways shall not be used at a speed in excess of twenty (20) miles per hour and shall not be used for parking or stopping, except for the immediate loading or unloading of passengers or packages. No sidewalk or walkway shall be used for other than pedestrian travel. Portions of the Shopping Center designated for automobile parking area shall be used only for the parking of passenger vehicles during the period of time such person or the occupants of such vehicles are customers or business invitees of the retail establishments within the Shopping Center and for no other purpose without Landlord’s prior written consent. The listing of specific prohibited items is not intended to be exclusive, but to indicate in general the manner in which the right to use the common area solely as a means of access and convenience in shopping at the retail establishments in the Shopping Center is limited and controlled by Landlord. All motor vehicles shall be parked in an orderly manner within the painted lines defining the individual parking spaces.

(h)

Tenant shall not obstruct, or cause to be obstructed, any sidewalk or any part of the common area of the Shopping Center adjacent to the Premises or any portion thereof, by placing any item thereon, including without limitation, newspaper racks, bicycle stands, amusement rides, and display racks or tables, without Landlord’s express written approval. The granting of Landlord’s approval shall be subject to any and all governmental regulations and requirements for which Tenant shall be solely responsible. Tenant agrees to indemnify and hold harmless Landlord and all other tenants in the Shopping Center from any losses that may occur as a result of Tenant’s obstruction hereunder. Tenant shall not place tables and chairs in any common area without first having obtained Landlords written permission.

(i)

Employee Parking . It is understood that the employees of Tenant and the other tenants of the Shopping Center and the employees of owners of the Shopping Center shall not be permitted to park their automobiles in the automobile parking areas of the common areas which may from time to time be designated for patrons of the Shopping Center. Landlord may at its election furnish and/or cause to be furnished either within the Shopping Center parking area, or reasonably close thereto, space for employee parking. Landlord at all times shall have the right to designate the particular parking area to be used by any or all of such employees and any such designation may be changed from time to time. Tenant warrants that each of its employees will be notified of the designated employee parking area and that it will insist upon employee compliance with the rules and regulations pertaining thereto. Tenant will also inform its employees that the improperly parked vehicles of Tenant or Tenant’s employees will be towed away from the Shopping Center at Landlord’s election and at Tenant’s expense if violations continue after the first written notice of any violation. Upon five (5) days notice, Landlord may impose upon Tenant a Twenty Dollar ($20.00) per day fine per vehicle for such improper parking of Tenant or Tenant’s employees if the violation continues after the second notice thereof to Tenant, in addition to pursuing any other legal remedy available.

(a)

It is understood and agreed that the phrase “Common Area Expenses” shall be construed to include all costs, expenses and fees expended in operating, administering, managing, maintaining and repairing the Shopping Center buildings and common areas. Landlord and Tenant hereby acknowledge and agree that such “Common Area Expenses” shall also include the cost of maintaining landscaped areas in the median strip dividers of adjoining streets, the cost of maintaining landscaped areas on adjacent public land as may be required by governmental agencies, the cost of maintaining any public street or sidewalk, the cost of operating any recycling center that may be required by governmental rules, regulations or statutes, and any assessments which may be imposed on Landlord under the Declaration or other recorded instruments affecting title to the Shopping Center. Such costs, expenses and fees shall include, without limitation, all general maintenance and repairs, resurfacing, or painting, restriping, cleaning, sweeping, janitorial services, pest control and garbage collection; purchase, replacement and maintenance of trash receptacles located within the common areas; maintenance and repair of sidewalks, curbs and gutters; repair, maintenance, insurance, maintenance costs and expenses related to Shopping Center signs; irrigation systems, planting and landscaping; electricity for lighting, water, sewer, gas and other utilities; directional signs and other markers and bumpers; maintenance and repair of any fire protection systems, lighting systems, heating and air conditioning systems storm drainage systems and any other utility systems; personnel to implement such services, including, if Landlord deems necessary (but without any obligation to supply security guards), the cost of security guards; any governmental imposition or surcharge imposed upon Landlord or assessed against any portion of the common area; the cost to Landlord of any additional improvements made to the common areas after the commencement of the term; all costs with respect to repairs and maintenance of roofs, structural portions of the buildings of which the Premises constitute a part; repair and maintenance of utility facilities (including pipes and conduits) serving more than one store, unless caused by the gross negligence or intentional act of Landlord or the tenant within the premises wherein such repair is required; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); taxes on personal property, equipment and machinery utilized in the operation of the common area; adequate public liability and property damage insurance, “all risk” and other insurance (which shall include the amount of any deductible that must be paid by the insured) with such casualty endorsements as Landlord may deem appropriate; accounting, bookkeeping, legal and expense collection services for the maintenance and operation of the common areas, and amounts paid to a third person, firm or corporation for the management of the Shopping Center, such sums to be reasonably determined and negotiated by Landlord at rates comparable to those charged for similar services in comparable projects in the same geographical area; capital improvements if required by laws, ordinances, rules, regulations or orders of any governmental authority after the date space in the Shopping Center was first occupied; cost saving improvements if intended to reduce or stabilize Common Area Expenses. In addition to and separate from the costs for property management, such Common Area Expenses shall include an allowance to Landlord for Landlord’s supervision of maintenance and operation of the Shopping Center in an amount equal to ten percent (10%) of the Common Area Expenses. Such Common Area Expenses shall not include leasing commissions, tenant improvement costs, other costs billed and paid by a specific tenant, interest on encumbrances or depreciation, except as set forth herein. Landlord may cause any or all of said services to be provided by an

independent contractor or contractors. Landlord and Tenant hereby acknowledge and agree that Landlord may, without any obligation to do so, establish reserve funds for carrying out major replacements and repairs, and/or Landlord may, without any obligation to do so, amortize the cost of major replacements and repairs over a reasonable number of years determined by Landlord. Landlord shall maintain complete books and records which reflect the Common Area Expenses for two (2) calendar years. At reasonable times and on reasonable notice, Tenant may inspect such books and records to verify actual expenses.

8.4

Tenant Expenses for Shopping Center . Tenant shall pay monthly to Landlord sums, based on Landlord’s reasonable estimate, of Tenant’s share of the Real Property Taxes, Utilities, Insurance Expenses, and Common Area Expenses. Prior to the time the first (1st) payment is due hereunder, Landlord shall advise Tenant in writing of the amounts thereof. Such sums shall be paid monthly commencing on the earlier of (i) the date the first installment of Minimum Monthly Rent is due or (ii) upon Tenant’s occupancy of the Premises, and thereafter shall be remitted monthly without further billing therefor. The monthly amounts of such sums may be adjusted periodically as needed on the basis of Landlord’s experience and reasonably anticipated costs. Annually or more often at Landlord’s election, Landlord shall furnish to Tenant statements showing (i) the total expenses incurred during the measuring period; (ii) Tenant’s share of such expenses; (iii) the amount remaining unpaid towards Tenant’s share of such expenses or the amount by which Tenant’s payments have exceeded Tenant’s share thereof. If Tenant’s share of such expenses exceeds Tenant’s payments for the measuring period, Tenant shall pay Landlord the deficiency within ten (10) days after receipt of a statement therefor. If said payments exceed Tenant’s share of such expenses, the excess shall be applied against future Tenant obligations in the manner set forth on such statement from Landlord, except Landlord shall refund any excess on the expiration or earlier termination of the Lease so long as Tenant has no further obligation to Landlord under the terms of the Lease. Tenant’s liability in connection with the payment of its share of all such expenses shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fractional portion of a year included in the term at its commencement and/or expiration.

9.1

Use of the Premises and Trade Name and Exclusivity Rights . Tenant shall use the Premises for the Permitted Use as a retail banking business providing services including consumer and commercial, and shall use the trade name Redding Bank of Commerce, Commerce Bank, or any other name directly associated with its specific banking use.

9.3

Suitability . Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the present or future condition of the Premises or with respect to the suitability of the Premises or the Shopping Center for the conduct of Tenant’s business, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises except as provided in this Lease. Prior to accepting possession of the Premises, Tenant hereby acknowledges that Tenant has independently inspected the Premises and has taken all steps necessary to discover any and all defects and to confirm that the Premises are in good order, condition, and repair and that the Premises are suitable for Tenant’s intended use subject to latent defects which shall remain the responsibility of the Landlord.

(a)

Tenant further covenants and agrees that it will not use or suffer or permit any person or persons to use the Premises or any part thereof for conducting therein a secondhand store, auction, distress or fire sale, or bankruptcy or going out of business sale. During said term, Tenant shall keep the Premises and every part thereof in a clean and wholesome condition, free of any objectionable noises, odors or nuisances; all health and police regulations shall in all respects and at all times be fully complied with by Tenant.

(b)

Use of the roof of the Premises is reserved to Landlord. Tenant shall not do anything on the Premises that will cause damage to the building in which the Premises are located; the Premises shall not be overloaded; and no machinery, apparatus, or other appliance shall be used or operated in or on the Premises that will in any manner injure, vibrate, or shake the Premises or the premises of an adjacent tenant. Tenant shall not install, maintain, use, or allow in or upon the Premises any pinball machine, coin-operated music machine or other coin-operated amusement device of any kind or character. Tenant, upon request of Landlord, shall immediately remove any pinball machine, coin-operated music machine or other coin-operated amusement device of any kind or character which Tenant has installed, maintained, used or allowed in or upon the Premises; if Tenant shall fail to do so, Landlord may reenter the Premises and remove the same at the expense of Tenant.

(c)

Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the building of which the Premises may be a part or any other building in the Shopping Center, or injure or annoy them or use or allow the Premises to be used for any unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or suffer to be committed any waste in or upon the Premises.

(d)

Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way violate any law, statute, ordinance or governmental rule or regulation or requirement of duly constituted public authorities now

in force or which may hereafter be enacted or promulgated. Tenant shall at its sole cost and expense determine whether it is in compliance with the foregoing, shall obtain all necessary governmental approvals and permits and shall promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or other similar body now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises, excluding structural changes not relating to or affecting the condition, use or occupancy of the Premises or not related to or afforded by Tenant’s improvements or acts. The judgment of any Court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any law, statute, ordinance, or governmental rule, regulation or requirement, shall be conclusive of the fact that between Landlord and Tenant.

(a)

Tenant covenants and agrees that, not later than one hundred-twenty (120) days after the Commencement Date, it will open for business within the Premises, and, continuously and uninterruptedly from and after its initial opening for business, it will operate and conduct within the Premises the business which it is permitted to operate and conduct under the provisions hereof, except while the Premises are untenantable by reason of fire or other casualty, and that it will at all times keep and maintain within and upon the Premises an adequate stock of merchandise and trade fixtures to service and supply the usual and ordinary demands and requirements of its customers and that it will keep its Premises in a neat, clean and orderly condition. Tenant shall not lower the quality of its merchandise or change the quality of its operations. Tenant shall employ its best efforts to operate its business on the Premises so as to produce maximum Gross Sales.

(b)

Commencing with the opening for business by Tenant in the Premises and for the remainder of the term of this Lease, Tenant shall be open for business and shall continuously so remain open for business at least those days and hours as is customary for businesses of like character in the city in which the Premises are situated, but in no event less than the minimum number of days and hours designated by Landlord. Initially and except as otherwise approved by Landlord in writing, the minimum hours of business during which Tenant shall be open for business are set forth in Exhibit C hereto.

9.6

Hazardous Wastes and Substances . Tenant shall not cause any hazardous wastes (as hereinafter defined) to be used, generated, stored or disposed of, on, under or about, or transported to or from, the Property without first receiving Landlord’s written consent, which may be withheld for any reason whatsoever and which may be revoked at any time, and then only in compliance (which shall be at Tenant’s sole cost and expense) with all applicable regulations and using all necessary and appropriate precautions. Landlord shall not be liable to Tenant for any hazardous materials activities by Tenant, Tenant’s employees, agents, contractors, licensees or invitees, regardless of whether or not Landlord has approved Tenant’s hazardous materials activities. Tenant agrees, at Landlord’s option, to defend Landlord, its agents, servants and employees and the property which the Premises is a portion thereof against any, all and every demand, claim, assertion of liability, or action arising or alleged to have arisen out of the contamination of the surface or subsurface soil and/or water of the Shopping Center and surrounding areas by “hazardous wastes or substances” (as hereinafter defined) as a result of Tenant’s possession of the Premises or the operation of its business therein, whether such demand, claim, assertion of liability or action be for damages, injury to person or property, including the property of Landlord, or death of any person, made by any person, group organization, whether employed by Landlord or otherwise. Tenant further agrees to assume legal liability for, indemnify and hold free and harmless Landlord, its agents, servants and employees and the property which the Premises is a portion thereof from any and all loss, damages, liability, costs or expenses (including, but not limited to, attorneys’ fees, reasonable investigative and discovery costs and court costs) and all other sums which Landlord, its agents, servants and employees may reasonably pay or become obligated to pay on account of any, all and every demand, claim, assertion or liability or action arising or alleged to have arisen out of the contamination of the surface or subsurface soil and/or water of the Shopping Center and surrounding areas by “hazardous wastes or substances” (as hereinafter defined) as a result of Tenant’s possession of the Premises. The parties intend that the term “hazardous wastes or substances” shall be defined as set forth in the applicable statutes, ordinances, rules, regulations and orders of the federal, state and local governments, including all agencies thereof, and shall include, but not be limited to, the statutes noted below and also include any successor statutes thereto: the Comprehensive Environmental response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.); the Superfund Amendment of the Reauthorization Act of 1986 (42 U.S.C. §§ 9601 et seq.); the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.; the Clean Water Act (33 U.S.C. §§ 1251 et seq.); the Carpenter-Presley-Tanner Hazardous Substance Account Act (Health and Safety Code §§ 1251 et seq.); the Hazardous Waste Control Law (Health and Safety Code §§ 25100 et seq.); the Porter-Cologne Water Quality Control Act (Water Code §§ 13000 et seq.); and Chapter 6.7 of the Health and Safety Code (Health and Safety Code §§ 25280 et seq.; and the Hazardous Materials Transportation Act, 49 U.S.C. § 1802.). Landlord and Tenant hereby acknowledge and agree that the obligations of Tenant set forth in this Section shall survive the expiration or early termination of this Lease and shall be enforceable by Landlord at any time thereafter. Tenant shall comply with the requirements of the California Health and Safety Code Chapter 6.95.

10.1

Duties . Tenant agrees at all times, from and after its occupancy of the Premises, and at its own cost and expense, to repair, replace and maintain in good and tenantable condition the Premises and every part thereof (except as specifically provided to the contrary in this Lease), and including, without limitation thereto, interior of the premises including all pipes and conduits, all nonstructural portions of the Premises, all fixtures, plumbing, electrical equipment, and other equipment therein, the store front(s), all Tenant’s signs, locks and closing devices, and all window sashes, casements or frames, doors and door frames, floor coverings, and all such items of repair, maintenance, alteration and improvement or reconstruction as may be at any time or from time to time required by a governmental agency having jurisdiction thereof. All glass, both exterior and interior, is at the sole risk of Tenant, and any glass broken shall be promptly replaced by Tenant with glass of the same kind, size and quality. At least every five (5) years during the term of this Lease, Tenant shall renew and refurbish the Premises, which work shall include, but not be limited to, the repainting of the Premises, the repair and restoration of any floor coverings to their original condition, the repair or replacement of broken light fixtures and plumbing fixtures and the replacement of any broken or stained ceiling tiles. Except as provided in this Lease to the contrary, and subject to reasonable wear and tear, Landlord shall maintain and repair the roof and structural portions of the Premises, except for damages caused by any act or omission of Tenant, its agents, contractors, servants, employees or invitees. If damages to the roof or structural portions of the Premises are caused by any act or omission of Tenant, its agents, contractors, servants, employees

or invitees, then Tenant shall reimburse Landlord for the reasonable cost of repairing the same. Landlord shall have no obligation to repair until a reasonable time after receipt by Landlord of written notice of the need therefor. It is understood and agreed that Landlord shall be under no obligation to make any repairs, alterations, renewals, replacements or improvements to and upon the Premises or the