Exhibit 10(iii)

EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT. THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST

MERCHANT ASSET PURCHASE AGREEMENT

THIS MERCHANT ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of November, 2010 by and between MONTEREY COUNTY BANK, a state chartered bank under the laws of the State of California (the “Bank”), Northern California Bancorp, Inc., a California corporation and the sole shareholder of the Bank (“Parent”), and ELAVON, INC., a Georgia corporation (“Elavon”).

BACKGROUND AND PURPOSE:

A.    The Bank is a party to certain Merchant Agreements with various Merchants, who consist principally of merchants and other providers of goods and services, according to which agreements the Bank has agreed to provide certain services in connection with the Bank’s Merchant Business.

B.    The Bank wishes to sell and transfer to Elavon all of its rights under the Merchant Agreements (which shall not include the TK Global Agreements), and the Bank wishes to sell and transfer to Elavon certain other assets utilized in connection with the Merchant Business, and Elavon is willing to accept such rights and assets and to assume certain obligations in connection with the Merchant Business. The parties hereto are willing and able, additionally, to undertake and perform certain other obligations pursuant to and in connection with this Agreement, subject to the terms and conditions hereof.

THE AGREEMENT

NOW, THEREFORE, in consideration of the premises, the mutual agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Bank, Parent and Elavon hereby agree, on the terms and conditions herein set forth, as follows:

The capitalized terms used herein shall have the meaning ascribed to such terms in Section 12.1 hereof unless otherwise defined herein.

ARTICLE I

ASSETS SOLD; ASSUMPTION OF LIABILITIES

1.1    Sale and Purchase.  On the terms and subject to the conditions set forth in this Agreement, and effective as of 12:01 a.m. on November 1, 2010 (the “Effective Date”), the Bank

CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

hereby sells, transfers and assigns to Elavon, and Elavon hereby purchases and accepts from the Bank, all right, title and interest of the Bank in and to the following properties and assets (collectively, the “Assets Sold”):

(a)    all rights and interests of the Bank in and to the Merchants (under the Merchant Agreements and otherwise) arising on or after the Effective Date, and all pertinent books, records and documents relating to such Merchant Agreements (as further specified in Section 1.6 hereof);

(b)    the Equipment (and any rentals and leases related thereto) and related revenues accruing on and after the Effective Date;

(c)    the Inventory;

(d)    all rights and interests of the Bank with respect to any reserve accounts established and maintained with the Bank by Merchants in connection with the Merchant Business;

(e)    all rights and interests under any guarantees executed in connection with the Merchant Agreements;

(f)    all rights and interests of the Bank with respect to any other third party contract related to the Bank’s Merchant Business and listed on Schedule 1.1(f) (the “Other Assumed Contracts”);

(g)    all claims and causes of action of the Bank or Parent, whether known or unknown, relating to the Merchant Business; and

(h)    the goodwill, intangible assets and value of the Merchant Business as a going concern, to the extent any such value exists.

1.2    Exclusion of Certain Merchants.  The parties to this Agreement specifically acknowledge that the TK Global Agreements and the TK Global Merchants are not being sold under the terms of this Agreement, and that they shall be included in the definition of “Excluded Assets” as used herein.

1.3    Transfer and Assumption of Assets Sold and Assumed Liabilities.  Effective upon the Effective Date, Elavon shall, by the execution and delivery of the Bill of Sale and Assignment and Assumption Agreement, acquire title to the Assets Sold and assume and agree to pay and discharge when due the Assumed Liabilities. In addition to the Bill of Sale and Assignment and Assumption Agreement, the sale, conveyance, transfer, assignment and delivery of the Assets Sold by the Bank to Elavon shall be effected by such deeds, bills of sale, endorsements, assignments, transfers and other instruments of transfer and conveyance in such form, including warranties of title (collectively, “Transfer Documents”), as Elavon may reasonably request, including such Transfer Documents as Elavon may reasonably request at and after the Transition Date.

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

1.4    Liabilities.  It is understood and agreed that, except to the extent that any of the following constitute Assumed Liabilities, Elavon shall not assume or become liable for the payment of any debts, liabilities, losses, Credit Losses, chargebacks, accounts payable, bank indebtedness, mortgages, or other obligations of the Bank or any Merchant or any Agent Bank, whether the same are known or unknown, now existing or hereafter arising, of whatever nature or character, whether absolute or contingent, liquidated or disputed.

1.5    Consent and Assignment.

(a)    The Bank, in cooperation with Elavon, from and after the date hereof and during the Transition Period, shall use commercially reasonable efforts to obtain, in such manner and to such extent as Elavon may reasonably specify, (i) the agreement of the Merchants to the continuation of business with Elavon under the Merchant Agreements, all as contemplated by this Agreement, (ii) the consent of the Merchants to Elavon’s conversion of such Merchants to such clearing bank and merchant accounting system as Elavon may specify, and (iii) the consent of the Merchants to Elavon’s conversion of such Merchants to Elavon’s network, all on such terms as are satisfactory to Elavon.

(b)    Without limiting the generality of the foregoing, promptly following the Closing, the Bank shall cause to be delivered to each of the Merchants a notice, in a form specified by Elavon, of the assignment by the Bank, effective as of the Effective Date, of all rights in and to said Merchant Agreements to Elavon. In Elavon’s discretion, such notice may inform each Merchant of Elavon’s intention to convert the Merchant to Elavon’s network, as well as to a clearing bank and merchant accounting system designated by Elavon.

1.6    Books and Records.

(a)    As soon after the Closing Date as is practicable, and in no event later than the conclusion of the Transition Period, the Bank shall use commercially reasonable efforts to cause TIB, Paymentech and Authorize.Net, as appropriate, to deliver to Elavon the originals or, in the event the Bank is entitled to keep the originals pursuant to this Section 1.6, copies of all books, records and documents of the Bank relating to the Assets Sold; provided, however, that in no event shall such books, records and documents include corporate books or records involving operations other than the Merchant Business, and further provided that the Bank may retain the originals or copies of such documents other than the Merchant Agreements as may be reasonably necessary to the Bank’s business. In addition, the Bank shall, at its expense, provide or cause to be provided to Elavon all information related to the Merchant Business that is in intangible (i.e., computer-readable) form, including information necessary or desirable for the transfer of clearing bank responsibilities contemplated by Section 3.5(b) (for example, a Merchant Master File Dump in ASCII format). In each case, however, the books and records relating to the Assets Sold for the period prior to the Closing Date, wherever located, that are held by a party hereto or under the control of a party hereto (the “Inspected Party”) shall be open for inspection by the other party, and such other party’s authorized agents and representatives and regulators may, at such other party’s own expense, make such copies of any excerpts from such books, records and documents as it

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shall reasonably deem necessary; provided, however, that any such inspection: (i) shall be conducted during normal business hours from time to time reasonably established by the Inspected Party; (ii) shall, if the Inspected Party so requests, be conducted in the presence of an officer or designated representative of the Inspected Party; and (iii) shall be conducted in accordance with reasonable security programs and procedures from time to time established by the Inspected Party, including such confidentiality agreements as the Inspected Party may reasonably request.

(b)    All books and records relating to the Assets Sold shall be maintained by Elavon, or the Bank, as the case may be, for a period of three (3) years after the Closing Date, unless the parties shall, applicable law permitting, agree upon a shorter period; provided, however, that in the event that, as of the end of such period, any taxable year of Elavon or the Bank is still under examination or open for examination by any taxing authority and that party has given notice of that fact to the other party, such books and records shall be maintained (or, alternatively, delivered by the Inspected Party to the other party) until the date, determined reasonably and in good faith, specified for maintenance of such records in such notice. Prior to the destruction of any books and records relating to the Assets Sold, the party in possession of such books and records shall offer them to the other party hereto. Pursuant to the above, the Bank specifically agrees to make available to Elavon, and promptly deliver to Elavon at Elavon’s request, any historical records of Merchant sales and monthly statements.

ARTICLE II

CONSIDERATION FOR ASSETS SOLD; CLOSING

2.1    Purchase Price.  As consideration for the Assets Sold, Elavon shall pay an aggregate purchase price of up to One Million Eight Hundred Fifty Thousand and No/100 Dollars ($1,850,000.00), payable as follows:

(a)    One Million and No/100 Dollars ($1,000,000.00) shall be payable at the Closing by wire transfer of immediately available funds to an account designated in writing by the Bank or by cashier’s check payable to the order of the Bank;

(b)    Fifty Thousand and No/100 Dollars ($50,000.00) shall be payable within thirty (30) days after the completed conversion of all of the Merchants, other than the TK Global Merchants, to Elavon; and

(c)    Eight Hundred Thousand and No/100 Dollars ($800,000.00) shall be payable on January 31, 2011 (the “Additional Payment”) if and only if the Bank’s leverage ratio and total risk-based capital ratio meets or exceeds the minimum ratios set forth in Sections 2(a) and 2(b) of that certain Consent Order FDIC-10-633b issued by the Federal Deposit Insurance Corporation (“FDIC”) and the California Department of Financial Institutions on September 1, 2010 (the “Consent Order”) as of the Report of Condition and Income filed by the Bank with the FDIC (“Call Report”) for the quarter ending December 31, 2010. In the event that the condition set forth in this Section 2.1(c) is not satisfied as of such date, then the Additional Payment shall be payable to the Bank

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if and only if the Bank satisfies such condition as of any of the quarter ended March 31, 2011, June 30, 2011, September 30, 2011 or December 31, 2011 (as reflected in the applicable Call Report filed by the Bank for any such quarter), in which case Elavon shall make the Additional Payment within ten (10) days thereafter. If the condition set forth in this Section 2.1(c) is not satisfied by January 31, 2012, then Elavon shall have no obligation whatsoever to pay the Additional Payment to the Bank.

The aggregate amount actually paid to the Bank pursuant to this Section 2.1 is sometimes referred to herein as the “Purchase Price.”

2.2    Closing.  Subject to the satisfaction or waiver of the conditions set forth herein, the consummation of the purchase and sale of the Assets Sold and the assumption of the Assumed Liabilities (the “Closing”) shall take place on November 1, 2010 at 10:00 a.m. (Atlanta, Georgia time) or on such other date at such other time as the parties shall agree in writing (the “Closing Date”), to be effective as of the Effective Date, and shall take place through the execution and exchange, via facsimile transmission, of this Agreement and the other documents and agreements herein contemplated. The parties acknowledge and agree that upon mutual exchange and receipt of signature pages via facsimile, and upon receipt by the Bank of the purchase price herein contemplated, this Agreement and the other documents and instruments delivered in connection herewith shall be deemed effective as of the Effective Date, and the transactions hereby contemplated shall be deemed consummated, notwithstanding any party’s failure or refusal to deliver original (i.e. non-facsimile) signature pages.

ARTICLE III

TRANSITION PERIOD

3.1    Orderly Transition.  The Bank covenants and agrees to use all commercially reasonable efforts, as reasonably instructed by Elavon, to effect and to cause TIB, Paymentech and Authorize.Net, as appropriate, to effect an orderly transition of the Merchant Business during the Transition Period in respect of the Assets Sold and the Assumed Liabilities, including fulfilling its obligations under Section 1.4 hereof. In order to further such purpose, the Bank agrees that during the Transition Period it shall execute, and shall use commercially reasonable efforts to cause TIB, Paymentech and Authorize.Net, as appropriate, to execute such documents as are reasonably deemed necessary or convenient by Elavon, including documents as may be appropriate to cause the BIN and ICA numbers used by the Bank in connection with the Merchant Business to be transferred to such “Principal Member” of the Credit Card Associations as may be reasonably designated by Elavon, to evidence the agreements referred to in, and transactions contemplated by, this Agreement, consistent with the rules and regulations of the Credit Card Associations and Elavon’s practices and procedures.

3.2    Services During the Transition Period.

(a)    During the Transition Period, the Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Authorize.Net, as appropriate, to perform, on behalf of and for the account of Elavon at the same location(s) presently used to conduct the Merchant Business all of the services performed

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

by the Bank in connection with the Merchant Business prior to the Closing Date. The Bank shall perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Authorize.Net, as appropriate, to perform, such services substantially in the same manner and with no less than the same degree of care as performed in connection with the Merchant Business prior to the Closing Date, and shall otherwise perform, and shall use commercially reasonable efforts to cause TIB, Paymentech and Authorize.Net, as appropriate, to perform, such services in accordance with such performance standards, including underwriting guidelines, as are specified by Elavon. In performing such services, the Bank shall follow, and shall use commercially reasonable efforts to cause TIB, Paymentech and Authorize.Net, as appropriate, to follow, the reasonable instructions of Elavon.

(b)    Without limiting the generality of the foregoing, during the Transition Period, the Bank shall continue to provide credit to Merchants on the same business day deposits are made by Merchants for Draft deposits (provided such deposits are made prior to 2:00 p.m. closing; Draft deposits made after 2:00 p.m. closing shall be considered to be made on the following business day) and on the day of receipt of ACH notice for Credit Card and Debit Card transactions processed electronically. The Bank shall not be entitled to reimbursement for cost of funds for providing such credit.

(c)    During the Transition Period, and in performing services hereunder, the Bank shall comply, and shall use commercially reasonable efforts to cause TIB, Paymentech and Authorize.Net, as appropriate, to comply, in all respects with the rules and regulations of the Credit Card Associations and the EFT Networks, and shall not take, or fail to take, any actions with respect to the Merchant Business which would constitute a violation of such rules and regulations.

3.3    Revenue During the Transition Period; Expense Reimbursement.

(a)    In performing services during the Transition Period on behalf of and for the account of Elavon, the Bank shall, beginning on the Effective Date and continuing throughout the Transition Period, on behalf of and for the account of Elavon, collect revenue generated by the Merchant Business, less interchange and related processing fees (which shall not include report generating fees, CD fees or similar items) charged by TIB and Paymentech, all as more particularly set forth on the monthly statements (the “Processor Monthly Statements”) received by the Bank from TIB and Paymentech, as applicable (collectively, “Net Transition Income”). During the Transition Period, the Bank shall pay to Elavon monthly (by the 25th day of each month) 85% of the Net Transition Income for (i) all original sales transactions generated pursuant to the Assets Sold and occurring on or after the Effective Date, and (ii) all the other revenue generated by the Assets Sold and occurring on or after the Effective Date. At the time of each such payment, the Bank shall also furnish to Elavon a certificate of an authorized financial officer certifying the amount due to Elavon and showing the calculation thereof in such reasonable detail as Elavon may request, as well as all relevant supporting documentation, including without limitation, the Processor Monthly Statements.

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

(b)    Excluding any expenses listed on the Processor Monthly Statement or used in calculating Net Transition Income in accordance with Section 3.3(a) above, Elavon shall reimburse the Bank for those expenses incurred by the Bank during the Transition Period that are related to the conversion and transitional activities described in this Article III and the continued conduct of the Merchant Business during the Transition Period (collectively, “Transition Processing Expenses”) according to and in the amounts set forth on Schedule 3.3(b). All reimbursements for Transition Processing Expenses hereunder shall be made within thirty (30) days following Elavon’s receipt from the Bank of written evidence, reasonably satisfactory to Elavon, detailing the amount of the reimbursement due pursuant to this Section 3.3(b).

3.4    Employees.  During the Transition Period, the Bank shall use commercially reasonable efforts to ensure that the Merchant Business Employees will continue in the employ of the Bank or Parent, performing the duties relating to the Merchant Business theretofore performed by it, as reasonably instructed by Elavon during the Transition Period. Further, the Bank shall use commercially reasonable efforts to provide adequate and appropriate skilled staffing in connection with the operation of the Merchant Business during the Transition Period, provided that the Bank and Parent shall not offer employment to or hire any individual or entity to provide services to the Merchant Business without the prior written consent of Elavon (any such Person employed by the Bank or Parent shall be added to and treated as a “Merchant Business Employee” as defined in Section 6.14 hereof).

3.5    Clearing Bank Arrangement.

(a)    During the Transition Period, and in order to permit an orderly transition of the processing of Credit Card and Debit Card transactions, the Bank shall continue to act as a clearing bank for Elavon with respect to Credit Card and Debit Card transactions processed under the Merchant Agreements, all in accordance with the rules and regulations of the Credit Card Associations and the EFT Networks.

(b)    At the reasonable request of Elavon, the Bank shall execute appropriate documents to evidence the transfer of the clearing bank responsibilities under the Merchant Agreements to the Person designated by Elavon to effect such transfer. In addition, the Bank shall render such other necessary assistance as Elavon may reasonably request.

3.6    Extension of Transition Period.  If requested by Elavon in writing at least thirty (30) days prior to the Transition Date and agreed to, in writing by the Bank, and notwithstanding any contrary provision contained herein, the Bank shall continue to provide, and use commercially reasonable efforts to cause TIB, Paymentech and Authorize.Net, as appropriate, to provide, those services described in this Article III for such period beyond the Transition Date on the same terms and conditions set forth herein as agreed.

3.7    Remedies.  Each of Parent, the Bank and any successors-in-interest to Parent or the Bank acknowledges and agrees that the obligations of the Bank set forth in this Article III are necessary for Elavon to receive the benefits bargained for by Elavon under this Agreement. Each of the Bank and Parent acknowledges that a breach of obligations of the Bank contained in

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this Article III will cause irreparable damage to Elavon, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, each of the Bank, Parent and any successors-in-interest to the Bank or Parent agrees that if there is a breach of the obligations contained in this Article III, then Elavon shall be entitled to equitable relief, including but not limited to specific performance of the obligations set forth in Article III, without posting bond or other security unless otherwise required by applicable law, as well as money damages insofar as they can be determined.

ARTICLE IV

CERTAIN COVENANTS AND AGREEMENTS OF THE BANK

4.1    Confidentiality of Information.  On and after the date hereof, the Bank and its officers, employees, agents and representatives shall treat all information, books and records, originals or copies of books or records which are retained or obtained by it pursuant to Section 1.6, and all information learned or obtained about Elavon’s business or relating to the Merchant Business, written or oral, as confidential and will not disclose such information to third parties except as required by law, as needed in connection with a lawsuit, claim, litigation or other proceeding or in connection with tax or regulatory matters and except to the extent that such information is already in the public domain, or subsequently enters the public domain, other than as a result of the breach of the Bank’s obligations under this Section 4.1. The Bank and its officers, employees, agents and representatives shall not use the information described in this Section 4.1 in any manner that might reasonably be anticipated to adversely affect the Merchant Business or Elavon’s relations with Merchants or with other Persons. The covenants contained in this Section 4.1 shall survive for the duration of the Marketing Agreement and for a period of three (3) years after the termination or expiration thereof.

4.2    Notice of Breach or Potential Breach.  The Bank shall promptly notify Elavon of any change, circumstance or event known to the Bank or Parent which may prevent the Bank from complying with any of its obligations hereunder.

4.3    Further Assurances.  On and after the Closing Date, the Bank shall (i) give such further assurances to Elavon and execute, acknowledge and deliver all such acknowledgments and other instruments and take such further action as Elavon may reasonably request to effectuate the transactions contemplated by this Agreement, including the transfer of the Assets Sold and assumption of the Assumed Liabilities, and (ii) use all reasonable efforts to assist Elavon in the orderly transition referred to in Article III.

4.4    Collections.  The Bank shall use commercially reasonable efforts after the Transition Date to assist Elavon, at Elavon's request, in processing amounts in respect of any chargeback or other Credit Loss received or identified in connection with the Merchant Business and relating to or arising out of any original sales transaction occurring on or after the Effective Date. Elavon shall be responsible for all costs and expenses relating to such collection efforts, including costs and expenses of collection letters, litigation, arbitration proceedings and similar actions. Without limiting the foregoing, the Bank agrees, if requested by Elavon, to continue processing such chargebacks through the Bank's BINs and ICAs for up to 180 days after the Transition Date.

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4.5    Post-Transition Processing.

(a)    The Bank shall, for the period beginning upon the expiration of the Transition Period and continuing until the effective date of the expiration or termination of the Marketing Agreement (the "Post Transition Period"), and unless otherwise agreed upon in writing by Elavon and the Bank, accept Drafts from all Merchants, and only such Merchants, whose Merchant Agreements following the Transition Period permit Draft deposits, as well as from any merchants whose merchant agreements permit Draft deposits and that are referred by the Bank to Elavon pursuant to the Marketing Agreement. Such Drafts shall be handled in accordance with Elavon's instructions, including the shipping of each day's batches of Drafts at the end of the day, at the Bank's expense, via overnight courier delivery to the draft capture vendor designated by Elavon; and

(b)    The Bank, throughout the Post-Transition Period, shall use Elavon and a principal member designated by Elavon as the exclusive processor of cash advance transactions made by the Bank.

ARTICLE V

CERTAIN COVENANTS AND AGREEMENTS OF ELAVON

5.1    Confidentiality of Information.  On and after the date hereof, Elavon and its officers, employees, agents and representatives shall treat all information learned, or obtained prior to the date of this Agreement or during the Transition Period about the Bank's businesses, other than the Merchant Business, as confidential and will not disclose such information to third parties except as required by law, as needed in connection with a lawsuit, claim, litigation or other proceeding or in connection with tax or regulatory matters and except to the extent that such information is already in the public domain, or subsequently enters the public domain, other than as a result of the breach of Elavon's obligations under this Section 5.1. Elavon and its officers, employees, agents, and representatives shall not use the information described in this Section 5.1 in any manner that might reasonably be anticipated to materially adversely affect the Bank's financial condition, business or agreements or arrangements with any other Person. Notwithstanding the foregoing, the Bank and Parent acknowledge and agree that the restrictions contained in this Section 5.1 shall not apply to any disclosures of such confidential information by Elavon in connection with, or as may result from (a) the provision by Elavon of Merchant Services under this Agreement or the other Operative Documents, or otherwise in connection with Elavon's performance of its obligations hereunder or thereunder, (b) such disclosure as may be required by applicable law or regulation or Payment Network Regulations, (c) such disclosure as is contained in or required to prepare any financial statements (including the notes thereto), (d) appropriate or necessary disclosure to banking authorities or regulators, including as may result from Elavon's status as an affiliate of U.S. Bancorp or another bank, or (e) disclosure to U.S. Bancorp's Corporate and Compliance Units. The covenants contained in this Section 5.1 shall survive for the duration of the Marketing Agreement and for a period of three (3) years after the termination or expiration thereof.

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5.2                                 Notice of Breach or Potential Breach.  Elavon shall promptly notify the Bank of any change, circumstance or event known to Elavon which may prevent Elavon from complying with any of its obligations hereunder.

5.3                                 Further Assurances.  On and after the Closing Date, Elavon shall (i) give such further assurances to the Bank and execute, acknowledge and deliver all such acknowledgments and other instruments and take such further action as the Bank may reasonably request to effectuate the transactions contemplated by this Agreement, including the transfer of the Assets Sold and assumption of the Assumed Liabilities and (ii) use all reasonable efforts to assist the Bank in the orderly transition referred to in Article III.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE BANK

The Bank and Parent hereby jointly and severally make the following representations and warranties to Elavon as of the date hereof and as of the Effective Date:

6.1                                 Organization; Ownership.  The Bank is a bank chartered under the laws of the State of California and is authorized to conduct its business as presently conducted (including the Merchant Business) under those laws and all other applicable laws. Parent is a corporation organized under the laws of the State of California and is authorized to conduct its business as presently conducted under those laws and other applicable laws. Parent owns one hundred percent (100%) of the issued and outstanding shares of capital stock of the Bank, and the Bank is the only subsidiary or affiliate of Parent that conducts banking business.

6.2                                 Authority.  The Bank and Parent have the right, power and authority to enter into and deliver the Purchase Documents, to perform their respective obligations under the Purchase Documents, and to effect the transactions contemplated by the Purchase Documents, and no Person other than the Bank (other than the Merchants party to the Merchant Agreements, TK Global pursuant to the TK Global Referral Agreement and the TK Global Agreements, TIB pursuant to the TIB Agreement, Paymentech pursuant to the Paymentech Agreement and Authorize.Net pursuant to the Authorize.Net Agreement) has any interest in the Merchant Business or the Merchant Agreements or the Agent Bank Agreements. The execution, delivery and performance of the Purchase Documents have been approved by all requisite corporate action on the part of the Bank and Parent, and when executed and delivered pursuant hereto, the Purchase Documents will constitute valid and binding obligations of the Bank and Parent enforceable in accordance with their terms.

6.3                                 Government Notices.  Neither Parent nor the Bank has received written notice from any federal, state or other governmental agency or regulatory body indicating that such agency or regulatory body would oppose or not grant or issue its consent or approval, if required, with respect to the transactions contemplated by the Purchase Documents.

6.4                                 No Violations.

(a)                                  The execution and delivery by the Bank of the Purchase Documents, and its performance thereunder, will not (i) violate, conflict with, result in a breach of or

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constitute (with or without notice or lapse of time or both) a default under any agreement, indenture, mortgage or lease to which the Bank is a party or by which the Bank or its properties, or the Merchant Business, are bound; (ii) constitute a violation by the Bank of any law or government regulation applicable to the Bank or the Merchant Business; (iii) violate any provision of the charter, articles of incorporation or bylaws (or similar governing documents) of the Bank; or (iv) violate any order, judgment, injunction or decree of any court, arbitrator or governmental body against or binding upon the Bank or the Merchant Business.

(b)                                 With respect to the Merchant Business, the Bank is not, has not been and will not be (by virtue of any past or present action, omission to act, contract to which the Bank is a party or any occurrence or state of facts whatsoever) in violation of any applicable local, state or federal law, ordinance, regulation, order, injunction or decree, or any other requirement of any governmental body, agency or authority or court binding on it, or relating to its properties or businesses (including any antitrust laws and regulations).

(c)                                  The Bank has properly compared the Merchants against the required government lists (including, but not limited to, the Office of Foreign Assets Control SDN List and USA Patriot Act §314(a)) and has taken appropriate actions with regard to all Merchants that appear on any of the government lists. The latest comparison of the Merchants against the Office of Foreign Assets Control SDN List occurred not more than fourteen (14) days prior to the date of this Agreement.

6.5                                 Assets Sold.  The Bank is the sole owner of all rights, title and interest in and to the Assets Sold, free and clear of all title defects or objections, assignments, liens, encumbrances of any nature whatsoever, restrictions, security interests, rights of third parties, or other liabilities, and has good and valid title to the Assets Sold. The Equipment being sold hereunder is in good operating condition, ordinary wear and tear excepted, and has been reasonably maintained and repaired. The Equipment as of August 31, 2010 is of the quantity and type represented on Schedule 6.5(a), which identifies the Equipment by manufacturer type and serial number (if applicable), indicates any Equipment that is leased to third parties (and the identity of said parties) and which Schedule is true, correct and complete. The Inventory as of September 30, 2010 is set forth on Schedule 6.5(b), consists of items of a quality and quantity usable and saleable in the ordinary course of the Merchant Business, and such Schedule is true, correct and complete. Since August 31, 2010, no items of Equipment or Inventory have been sold or disposed of except through sales or transactions in the ordinary course of business, consistent with past practices. The Assets Sold include all rights, properties and other assets necessary to permit Elavon to conduct the Merchant Business in substantially the same manner as the Bank’s Merchant Business has heretofore been conducted, without any need for replacement, refurbishment or extraordinary repair.

6.6                                 Financial Information Concerning the Merchant Business.

(a)                                  The financial and other information concerning the Merchant Business attached hereto as Schedule 6.6(a) (collectively, the “Financial Information”) is true, correct, and complete and fairly presents the financial condition of the Merchant Business (excluding the TK Global Merchants) in respect of the Assets Sold as of and for the

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periods indicated thereon. The Financial Information does not contain any untrue statement of a material fact, nor omit any material fact necessary in order to make the statements made and information presented in the Financial Information, not misleading. Since August 31, 2010, there has been no material adverse change in the Merchant Business.

(b)                                 The information relative to Merchants’ annualized (i) Credit Card sales volume and (ii) Debit Card sales volume set forth on Schedule 6.6(b) is true, correct and complete in all material respects as of the date hereof and for the periods indicated, and such information does not contain any untrue statement nor omit any material fact necessary in order to make the statements made and information presented therein, not misleading.

6.7                                 Agreements Relating to the Merchant Business.

(a)                                  Schedule 6.7(a)(i) lists all of the Merchants. Schedule 6.7(a)(ii) lists all of the Agent Banks. The Bank is not in default (and would not be in default upon notice, lapse of time or both) under any provision of any Merchant Agreement or any Agent Bank Agreement. The Bank does not have Knowledge of any fraud by, or the bankruptcy or contemplated bankruptcy of, any Merchant, Agent Bank or any other party or guarantor to any of the Merchant Agreements or the Agent Bank Agreements, and has not received any notice of default or adverse comment from any regulatory authority in respect of any Merchant or any Agent Bank. Except as set forth on Schedule 6.7(a)(iii), the Bank has neither given nor received written notice of election to terminate any of the Merchant Agreements, and all Merchants currently process Credit Card transactions. Except as set forth on Schedule 6.7(a)(iv), each Merchant is a party to a Merchant Agreement with the Bank. The Bank has accurately classified the Merchants according to the North American Industry Classification System (NAICS), and has provided such classifications to Elavon. Except as set forth on Schedule 6.7(a)(v) and except for the TK Global Merchants, no Merchant (w) is involved in the airline, cruise or other travel-related industry, (x) a high-risk inbound teleservices merchant, (y) is involved in adult-oriented business, or (z) otherwise engages in a business activity that would result in additional fees or charges being imposed by any Credit Card Association, including but not limited to fees relating to Internet payment service providers. Schedule 1.2 lists all of the TK Global Merchants.

(b)                                 Except as set forth on Schedule 6.7(b), the Bank has in its possession, and shall deliver to Elavon in accordance with Section 1.6 hereof, an original executed copy of each Merchant Agreement. All agreements between the Bank and the Merchants are in the form of one of the Standard Merchant Agreements, attached hereto as Exhibit 6.7(b)(i), and are freely assignable by the Bank without the consent of the applicable Merchant or any other party.

(c)                                  The Bank has obtained guarantees from principals or third parties of all the Merchants listed on Schedule 6.7(c), and the Bank has in its possession, and shall deliver to Elavon in accordance with Section 1.6 hereof, an original executed copy of all such guarantees. All such guarantees are in the form of the Guarantee attached hereto as

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Exhibit 6.7(c) (the “Standard Guarantee”), and are freely assignable by the Bank without the consent of the applicable Merchant or any other party.

(d)                                 The Bank is not a party to any ISO Agreements. Except with respect to the Agent Bank Agreements, the TIB Agreement, the Paymentech Agreement, the Authorize.Net Agreement, the TK Global Referral Agreement and any other agreements listed on Schedule 6.7(d), the Bank has no agreements, written or oral, with any agent bank, other association, institution, independent sales organization, or any other third party which provides for any one or more of the following: (i) the deposit of Credit Card or Debit Card transaction records; (ii) the settlement of Credit Card or Debit Card transactions; (iii) the processing of Credit Card or Debit Card transactions; or (iv) the referral of merchants to the Bank. The Bank has provided Elavon with true, correct and complete copies of each agreement listed on Schedule 6.7(d), and all of such agreements are freely assignable by the Bank without the prior consent of the other party. The Bank has provided Elavon with true, correct and complete copies of each agreement between the Bank and each of TIB, Authorize.Net, Paymentech, TK Global Partners, and their respective affiliates, successors or assigns.

(e)                                  Except for disputes that have arisen in the ordinary course of business and that (i) are not material or otherwise significant in nature or amount, and (ii) have not been referred to legal counsel, whether internal or external, the Bank is not engaged in any dispute with any Merchant, Agent Bank or ISO or otherwise relating to the Merchant Business. The Bank does not have any Knowledge that the consummation of the transactions contemplated hereunder will have any material adverse effect on the business relationship of the Bank with any Merchant, Agent Bank or ISO.

(f)                                    The Bank is a member in good standing of the Credit Card Associations. The Bank and the Merchant Business are in compliance in all respects with all applicable rules and regulations and certification requirements of the Credit Card Associations. The Bank has provided Elavon true, correct and complete copies of all agreements between the Bank and any Credit Card Association.

(g)                                 The Bank does not maintain any reserve or hold accounts in connection with the Merchant Agreements other than with regard to the TK Global Merchants.

(h)                                 Schedule 6.7(h) sets forth the Credit Cards, other than MasterCard and VISA, for which the Bank has contracted to provide authorization and data capture services, and Schedule 6.7(h) also identifies the Merchants to whom such non MasterCard and VISA services are provided. All such agreements are attached hereto as Exhibit 6.7(h).

6.8                                 Merchants’ Credit.  With respect to the Merchants listed on Schedule 6.8, which are the one hundred (100) Merchants (excluding any TK Global Merchants) with the highest dollar value of Credit Card transactions processed during the twelve (12) month period ending August 31, 2010, the Bank does not have Knowledge of (a) any Merchant that has a credit facility with the Bank whose credit facility will not or cannot be continued, renewed or extended, or (b) any Merchant who plans to apply for new or additional credit with the Bank, and whose

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application will be denied or rejected, in whole or in part. All of the Merchants listed on Schedule 6.8 are parties to a Merchant Agreement with the Bank, copies of which have been delivered to Elavon.

6.9                                 EFT Networks.  The Bank is a member in good standing of the EFT Networks identified on Schedule 6.9 attached hereto. The Bank and the Merchant Business are in full compliance in all respects with all applicable rules and regulations of such EFT Networks.

6.10                           Consents and Approvals.

(a)                                  Except as set forth on Schedule 6.10, no action of, or filing with, any governmental or public body is required by the Bank to authorize, or is otherwise required in connection with, the execution and delivery by the Bank of this Agreement or the other Purchase Documents or, if required, the requisite filing has been accomplished and all necessary approvals obtained.

(b)                                 Except as set forth on Schedule 6.10 and except as required under the TIB Agreement, no filing, consent or approval is required by virtue of the execution hereof or any other Purchase Document by the Bank or the consummation of any of the transactions contemplated herein by the Bank to avoid the violation or breach of, or the default under, or the creation of a lien on any of the Assets Sold pursuant to the terms of, any law, regulation, order, decree or award of any court or governmental agency or any lease, agreement, contract, mortgage, note, license, or any other instrument to which the Bank is a party or to which the Bank or any of the Assets Sold is subject.

6.11                           Leases.  Schedule 6.11 contains a true, correct and complete list of all (i) leases (including any capital leases) and lease purchase arrangements pursuant to which the Bank leases real or personal property related to the Merchant Business from others, and (ii) lease, rental and lease purchase arrangements pursuant to which the Bank leases property to any Merchant, Agent Bank, or other party in connection with the Merchant Business. Schedule 6.11 specifies which of such leases, if any, are capital leases. The Bank has made available to Elavon a true, correct and complete copy of each of the items listed on Schedule 6.11.

6.12                           Intellectual Property.

(a)                                  With respect to the Merchant Business, the Bank has made available to Elavon true, correct and complete copies of each trademark and service mark registration or application therefor.

(b)                                 The Bank has not heretofore infringed upon, and is not now infringing upon, and the continuation of the merchant Business as presently conducted will not infringe upon, any patent, service mark, trade name, trademark, copyright, trade secret, or other intellectual property, confidential information or proprietary information belonging to any other Person and the Bank has not agreed to indemnify any Person for or against any infringement.

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(c)                                  To the Bank’s Knowledge, no Person is infringing upon any of the Bank’s patents, service marks, trademarks, copyrights, trade secrets, or other intellectual property that is or are related to the Merchant Business.

6.13                           Litigation and Claims.  Schedule 6.13 (i) sets forth all litigation, claims, suits, actions, investigations, indictments or informations, proceedings or arbitrations, grievances or other procedures (including grand jury investigations, actions or proceedings, and product liability and workers’ compensation suits, actions or proceedings, and investigations conducted by any Credit Card Association) that are pending, or to the Knowledge of the Bank or Parent, threatened, in or before any court, commission, arbitration tribunal, or judicial, governmental or administrative department, body, agency, administrator or official, grand jury, Card Association, or any other entity or forum for the resolution of grievances, against the Bank and relating in any way to the Merchant Business (collectively “Claims”), and (ii) indicates which of such Claims are being defended by an insurance carrier, and which of such Claims being so defended are being defended under a reservation of rights. The Bank has made available to Elavon true, correct and complete copies of all pleadings, briefs and other documents filed in each pending litigation, claim, suit, action, investigation, indictment or information, proceeding, arbitration, grievance or other procedure listed in Schedule 6.13, and the judgments, orders, writs, injunctions, decrees, indictments and information, grand jury subpoenas and civil investigative demands, plea agreements, stipulations and awards listed in Schedule 6.13.

6.14                           Merchant Business Employees.  Schedule 6.14 sets forth the names, titles and functional positions of all employees of the Bank or Parent who work either full or part-time in connection with the Merchant Business (“Merchant Business Employees”). No Merchant Business Employee is a party to any employment agreement, arrangement or understanding with the Bank or Parent, and, with the exception of Elavon’s expense reimbursement obligations as set forth in Article III hereof, no circumstances exist that could reasonably be expected to result in current or future liability to Elavon with respect to any Merchant Business Employee.

6.15                           Labor; Collective Bargaining.  There are no labor contracts, collective bargaining agreements, letters of understanding or other arrangements, formal or informal, with any union or labor organization, covering any of the Merchant Business Employees and none of said employees are represented by any union or labor organization.

6.16                           Required Licenses and Permits.  No licenses, permits or other authorizations of governmental authorities are necessary for the conduct of the Merchant Business by the Bank.

6.17                           Agreements, Contracts and Commitments.  Except as set forth and specifically identified in Sections (or the corresponding Schedules) 6.7, 6.11, 6.14, 6.15 and 6.19:

(a)                                  The Bank does not have any agreement, contract, commitment or relationship, whether written or oral, related to the Merchant Business, by which Elavon could be bound;

(b)                                 The Bank does not have any outstanding contract related to the Merchant Business, written or oral, with any officer, employee, agent, consultant, advisor, salesman, manufacturer’s representative, distributor, dealer, subcontractor, or broker that

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

is not cancelable by the Bank, on notice of not longer than thirty (30) days and without liability, penalty or premium of any kind, except liabilities which arise as a matter of law upon termination of employment, or any agreement or arrangement related to the Merchant Business providing for the payment of any bonus or commission based on sales or earnings;

(c)                                  The Bank is not subject to any contract or agreement related to the Merchant Business containing covenants limiting the freedom of the Bank to compete in any line of business in any geographic area;

(d)                                 Other than the TIB Agreement, the Paymentech Agreement and the Authorize.Net Agreement, with respect to the Merchant Business, there is no contract, agreement or other arrangement entitling any Person to any profits, revenues or cash flows of the Bank or requiring any payments or other distributions based on such profits, revenues or cash flows.

6.18                           Agreements in Full Force and Effect.  Except as expressly set forth on Schedule 6.18, all contracts and agreements referred to, or required to be referred to, herein or in any Schedule delivered hereunder are valid and binding, and are in full force and effect and are enforceable in accordance with their terms. The Bank has not received notice of any pending or threatened bankruptcy, insolvency or similar proceeding with respect to any party to such agreements, and no event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default thereunder by the Bank, or to the Knowledge of the Bank, any other party thereto.

6.19                           Vendors and Suppliers.  Schedule 6.19 sets forth a true, correct and complete list of each supplier to the Bank of goods and services directly related to the Merchant Business that charged, billed or invoiced the Bank in excess of $10,000 during the twelve (12) month period ended September 30, 2010. The Bank has provided to Elavon true, correct and complete copies of all agreements and contracts between the Bank and any of the Persons listed on Schedule 6.19.

6.20                           Absence of Certain Changes and Events.  Except as set forth on Schedule 6.20, since August 31, 2010, the Bank has conducted the Merchant Business only in the ordinary course, and has not:

(a)                                  suffered any damage or destruction adversely affecting the Merchant Business;

(b)                                 suffered any adverse change in the working capital, assets, liabilities, financial condition, or business prospects relating to the Merchant Business, or relationships with any suppliers listed on Schedule 6.19;

(c)                                  gained Knowledge of any possibility that the State of California Department of Financial Institutions (“CDFI”), Federal Deposit Insurance Corporation (“FDIC”) or any other governmental entity will be appointed as conservator or receiver of the Bank or suffered any material adverse change or event that could reasonably be anticipated to result in action by the CDFI, FDIC or any other governmental entity,

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

including without limitation, the appointment of the CDFI, FDIC or any other governmental entity as conservator or receiver of the Bank;

(d)                                 except for customary increases based on term of service or regular promotion of non-officer employees, increased (or announced any increase in) the compensation payable or to become payable to any Merchant Business Employee, or increased (or announced any increase in) any bonus, insurance, pension or other employee benefit plan, payment or arrangement for Merchant Business Employees, or entered into or amended any employment, consulting, severance or similar agreement with any Merchant Business Employee;

(e)                                  incurred, assumed or guaranteed any liability or obligation (absolute, accrued, contingent or otherwise) with respect to the Merchant Business, other than a non-material amount in the ordinary course of business consistent with past practice;

(f)                                    paid, discharged, satisfied or renewed any claim, liability or obligation with respect to the Merchant Business, other than payment of a non-material amount in the ordinary course of business consistent with past practice;

(g)                                 permitted any of the Assets Sold to be subjected to any mortgage, lien, security interest, restriction, charge or other encumbrance of any kind;

(h)                                 waived any material claims or rights with respect to the Merchant Business;

(i)                                     sold, transferred or otherwise disposed of any of the assets used in the Merchant Business, except non-material assets in the ordinary course of business consistent with past practice;

(j)                                     made any single capital expenditure or investment with respect to the Merchant Business in excess of $10,000;

(k)                                  made any change in any method, practice or principle of financial or tax accounting that adversely affected the Merchant Business or any financial information relating to or derived from the Merchant Business;

(l)                                     managed working capital components relating to the Merchant Business, including cash, receivables, other current assets, trade payables and other current liabilities in a fashion inconsistent with past practice, including failing to sell inventory and other property in an orderly and prudent manner or failing to make all budgeted and other normal capital expenditures, repairs, improvements and dispositions;

(m)                               paid, loaned, advanced, sold, transferred or leased any Asset Sold to any employee, except for normal compensation involving salary and benefits;

(n)                                 entered into any commitment or transaction, other than a non-material commitment or transaction entered into in the ordinary course of business consistent with past practice, affecting the Merchant Business; or

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

(o)                                 agreed in writing, or otherwise, to take any action described in this Section 6.20.

6.21                           Finder’s Fees.  Neither the Bank nor Parent has made any commitment or done any act that would create any liability to any Person other than themselves for any brokerage, finder’s or similar fee or commission in connection with this Agreement or the transactions contemplated hereby.

6.22                           Disclosure.  No representations, warranties, assurances or statements by the Bank or Parent in this Agreement, and no statement contained in any document (including the Financial Information and the Schedules and Exhibits), certificates or other writings furnished by the Bank or Parent (or caused to be furnished by the Bank or Parent) to Elavon or any of its representatives pursuant to the provisions hereof, contains any untrue statement of material fact, or omits or will omit to state any fact necessary, in light of the circumstances under which such statement was made, in order to make the statements herein or therein not misleading.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF ELAVON

Elavon makes the following representations and warranties to the Bank and Parent as of the date hereof and as of the Effective Date:

7.1                                 Organization.  Elavon is a corporation duly organized and validly existing under the laws of the State of Georgia and is authorized to conduct its business under those laws.

7.2                                 Authority.  Elavon has the right, power, capacity and authority to enter into and deliver the Purchase Documents, to perform its obligations under the Purchase Documents, and to effect the transactions contemplated by the Purchase Documents. The execution, delivery and performance of the Purchase Documents have been approved by all requisite corporate action on the part of Elavon, and, when executed and delivered pursuant hereto, the Purchase Documents will constitute valid and binding obligations of Elavon enforceable in accordance with their terms.

7.3                                 Governmental Notices.  Elavon has not received notice from any federal, state or other governmental agency or regulatory body indicating that such agency or regulatory body would oppose or not grant or issue its consent or approval, if required, with respect to the transactions contemplated by the Purchase Documents.

7.4                                 No Violations.  The execution and delivery by Elavon of the Purchase Documents and its performance thereunder will not: (i) violate, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, any material agreement, indenture, mortgage or lease to which Elavon is a party or by which it or its properties are bound; (ii) constitute a violation by Elavon of any material law or governmental regulation applicable to Elavon; (iii) violate any provision of the Articles of Incorporation or Bylaws of Elavon; or (iv) violate any order, judgment, injunction or decree of any court, arbitrator or governmental body against or binding upon Elavon.

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7.5                                 Consents and Approvals.

(a)                                  No action of, or filing with, any governmental or public body is required by Elavon to authorize, or is otherwise required in connection with, the execution and delivery by Elavon of this Agreement or the other Purchase Documents or, if required, the requisite filing has been accomplished and all necessary approvals obtained.

(b)                                 No filing, consent or approval is required by virtue of the execution hereof or any other Purchase Document by Elavon or the consummation of any of the transactions contemplated herein by Elavon to avoid the violation or breach of any law, regulation, order, decree or award of any court or governmental agency, or any lease, agreement, contract, mortgage, note, license, or any other instrument to which Elavon is a party or is subject, or, if required, the requisite filing has been accomplished and all necessary approvals obtained.

7.6                                 Finder’s Fees.  Elavon has not made any commitment or done any act that would create any liability to any Person other than itself for any brokerage, finder’s or similar fee or commission in connection with this Agreement or the transactions contemplated hereby.

ARTICLE VIII

COVENANTS OF THE PARTIES

The parties hereto hereby covenant and agree as follows:

8.1                                 Credit Card Association/EFT Network Filings.  Elavon and the Bank shall cooperate with each other to file with the Credit Card Associations and the EFT Networks any document or information that each such Credit Card Association or EFT Network deems to be required or desirable to be filed in order for the acquisition contemplated by this Agreement to be completed.

8.2                                 Employees; Employee Benefit Plans.  Elavon shall not adopt, assume or otherwise at any time become responsible for, either primarily or as a successor employer, any Merchant Business Employee or any assets or liabilities of any Employee Benefit Plan. In particular, Elavon shall not assume liability for any group health continuation coverage or coverage rights under IRC Section 4980B and ERISA Section 606 which exist as of the Closing Date or the Effective Date or which may arise in connection with any Merchant Business Employee or any Employee Benefit Plan.

8.3                                 Transition; Transfer of Bank Assets.  Upon the sale, transfer, or assignment of those assets of the Bank necessary for the Bank to comply with its obligations set forth in Article III hereof to a governmental or third party entity, including without limitation the CDFI or FDIC (a “Successor Entity”), the Bank shall assign this Agreement to such Successor Entity and such Successor Entity shall assume the Bank’s obligations set forth in Article III hereof.

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ARTICLE IX

CONDITIONS TO OBLIGATIONS OF THE BANK

Each of the obligations of the Bank and Parent to be performed hereunder shall be subject to the satisfaction (or waiver by the Bank and Parent) at or before the Closing of each of the following conditions:

9.1           Required Governmental Approvals.  All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

9.2           The Marketing Agreement.  Elavon shall have executed and delivered to the Bank the Marketing Agreement attached hereto as Exhibit 10.5.

9.3           Bill of Sale and Assignment and Assumption Agreement.  Elavon shall have executed and delivered to the Bank the Bill of Sale and Assignment and Assumption Agreement.

9.4           Credit Card Associations/EFT Networks.  All filings required pursuant to Section 8.1 shall have been made, and all approvals required pursuant to Section 8.1 shall have been received, and neither the Bank nor Elavon shall have received any objection of any kind from a Credit Card Association either in response to the filings required under Section 8.1 or otherwise.

9.5           Documents Satisfactory in Form and Substance.  All agreements, certificates, opinions and other documents delivered by Elavon to the Bank hereunder shall be in form and substance satisfactory to counsel of the Bank, in the exercise of such counsel’s reasonable judgment.

ARTICLE X

CONDITIONS TO OBLIGATIONS OF ELAVON

The obligations of Elavon to be performed hereunder shall be subject to the satisfaction (or waiver by Elavon) at or before the Closing of each of the following conditions:

10.1         Required Governmental Approvals.  All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

10.2         Other Necessary Consents.  The Bank shall have obtained all consents and approvals (and estoppel certificates) listed on Schedule 6.10. With respect to each such consent

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

or approval, Elavon shall have received written evidence, satisfactory to it, that such consent or approval has been duly and lawfully filed, given, obtained or taken and is effective, valid and subsisting.

10.3         Corporate Resolutions.  The Bank shall have delivered to Elavon certified resolutions of the Bank and Parent authorizing this Agreement and all other agreements and transactions contemplated hereby.

10.4         Non Competition Agreement.  The Bank and Parent shall have executed and delivered to Elavon the Non Competition Agreement.

10.5         Marketing Agreement.  The Bank and Parent shall have executed and delivered to Elavon the Marketing Agreement.

10.6         Bill of Sale and Assignment and Assumption Agreement.  The Bank shall have executed and delivered to Elavon the Bill of Sale and Assignment and Assumption Agreement.

10.7         Credit Card Associations/EFT Networks.  All filings required pursuant to Section 8.1 shall have been made, and all approvals required pursuant to Section 8.1 shall have been received, and neither the Bank nor Elavon shall have received any objection of any kind from a Credit Card Association either in response to the filings required under Section 8.1 or otherwise.

10.8         Certified Charter and Good Standing Certificates.  The Bank shall deliver to Elavon a Good Standing Certificate, or Certificate of similar import, from the California Secretary of State or similar authority for the Bank and Parent, together with a true and correct copy (certified as such by an officer of Bank or Parent, as applicable) of the Charter and/or Articles of Incorporation, as appropriate, for the Bank and Parent.

10.9         TIB Consent and Waiver.  The Bank shall have obtained from TIB-The Independent BankersBank (“TIB”) the waiver of TIB’s right of first refusal set forth in Section 14 of that certain Processing Service Agreement between TIB and the Bank dated July 1, 2006 (the “TIB Agreement”).

10.10       Documents Satisfactory in Form and Substance.  All agreements, certificates, opinions and other documents delivered by the Bank and Parent to Elavon hereunder shall be in form and substance satisfactory to counsel of Elavon, in the exercise of such counsel’s reasonable judgment.

ARTICLE XI

INDEMNIFICATION

11.1         Indemnification by the Bank.  The Bank and Parent shall jointly and severally indemnify and hold harmless Elavon, its affiliates, their respective successors and assigns, and their respective directors, officers, employees, consultants and agents (each an “Elavon Protected Party”) from any liability, loss, damage, diminution in value, cost, claim, consequential damages, suit, action or expense, including reasonable attorneys’ and accountants’ fees and expenses

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

(collectively, “Elavon Loss”), incurred by a Elavon Protected Party that results from or arises out of (i) any breach or inaccuracy of any representation or warranty of the Bank set forth in this Agreement or any other Purchase Document, whether such breach or inaccuracy exists or is made as of the Closing Date or the Effective Date; (ii) the breach by the Bank or Parent of any of their covenants or agreements contained in this Agreement or any other Purchase Document; (iii) any liability or obligation, contingent or otherwise, of the Bank or Parent, or otherwise arising from or relating to the Bank’s Merchant Business, exclusive of the Assumed Liabilities; (iv) violations of law, governmental rules or regulations, Credit Card Association rules or regulations, EFT Network rules and regulations, or wrongdoing or negligence by the Bank or Parent in performing obligations in connection with this Agreement; (v) the TK Global Agreements, the TK Global Merchants (but only to the extent arising out of or relating to the TK Global Agreements or an act or omission by the Bank relating thereto), or any obligation, claim or other action arising out of or relating to the TK Global Agreements or the TK Global Merchants (but only to the extent arising out of or relating to the TK Global Agreements or an act or omission by the Bank relating thereto), including without limitation, any claims for chargebacks, assessments, interchange fees, transaction fees, fines, penalties or other fees or charges; (vi) the acts or omissions of TIB or its affiliates in connection with the entry by the Bank or Parent into this Agreement and the consummation of the sale of the Assets Sold or in connection with the transition activities contemplated by Article III hereof; and (vii) any act relating to the Bank by the CDFI, FDIC or other governmental entity, including without limitation, the appointment of the CDFI, FDIC or any other governmental entity as conservator or receiver of the Bank.

11.2         Indemnification by Elavon.  Elavon shall indemnify and hold harmless the Bank and parent, their affiliates and their respective directors, officers, employees, consultants and agents (each a “Bank Protected Party”) from any liability, loss, damage, diminution in value, cost, claim, consequential damages, suit, action or expense, including reasonable attorneys’ and accountants’ fees and expenses (collectively, “Bank Loss”), incurred by a Bank Protected Party that results from or arises out of (i) any breach or inaccuracy of any representation or warranty of Elavon set forth in this Agreement or any other Purchase Document, whether such breach or inaccuracy exists or is made as of the Closing Date or the Effective Date; (ii) the breach by Elavon of any of its covenants or agreements contained in this Agreement or any other Purchase Document; (iii) any Assumed Liability; or (iv) violations of law or governmental rules or regulations or wrongdoing or negligence by Elavon in performing obligations in connection with this Agreement.

11.3         Loss or Asserted Liability.  Promptly after (a) becoming aware of circumstances that have resulted in a Elavon Loss or a Bank Loss or potential Elavon Loss or Bank Loss, whichever is applicable (“Loss” or “Losses”), for which any party hereto (the “Indemnitee”) intends to seek indemnification under Section 11.1 or Section 11.2, or (b) receipt by the Indemnitee of written notice of any demand, claim or circumstances which, with or without the lapse of time, the giving of notice or both, would give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”) that may result in a Loss, the Indemnitee shall give written notice thereof (the “Claims Notice”) to the other party obligated to provide indemnification pursuant to Section 11.1 or 11.2 (the “Indemnifying Party”). The Claims Notice shall describe the Loss or the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary) of the Loss that has been

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

or may be suffered by the Indemnitee. The Claims Notice may be amended on one or more occasions with respect to the amount of the Asserted Liability or the Loss at any time prior to final resolution of the obligation relating to the Asserted Liability or the Loss. Failure of the Indemnitee to give promptly the notice required by this Section 11.3 shall not relieve the Indemnifying Party of its obligations to indemnify under this Article XI.

11.4         Opportunity to Contest.  The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) of the date of the Indemnifying Party’s receipt of the Claims Notice notify the Indemnitee or Indemnitees of its intent to do so by giving written notice thereof to the Indemnitee (the “Contest Notice”), and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying Party) shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. Anything in this Article XI to the contrary notwithstanding, (i) the Indemnitee shall have the right, at its own cost and expense and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnitees’ written consent, settle or compromise any Asserted Liability or consent to entry of any judgment which does not include an unconditional release of the Indemnitee from all liability in respect of such Asserted Liability. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, shall make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and shall otherwise cooperate with, such defense.

11.5         Indemnity Claims.

(a)           The representations and warranties contained herein, in any other Purchase Document, or in any certificate or other document delivered pursuant hereto or in connection herewith shall not be extinguished by the Closing but shall survive the Closing, subject to the limitations set forth in Section 11.5(b) hereof with respect to the time periods within which claims for indemnity must be asserted, and the covenants and agreements of the Bank and Elavon contained herein shall survive without limitation as to time except as may be otherwise specified herein. No investigation or other examination of the Bank or the Merchant Business by Elavon, or its designees or representatives, shall affect the term of survival of any representation or warranty contained herein, in any other Purchase Document, or in any certificate or other document delivered pursuant hereto or in connection herewith, or the term of the right of the Elavon Protected Parties or the Bank Protected Parties to seek indemnification as set forth in Section 11.5(b).

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

(b)           All claims for indemnification under Sections 11.1(i) or (ii) and 11.2(i) or (ii) shall be asserted no later than eighteen (18) months after the Closing Date. All claims for indemnification under Sections 11.1(iii), (iv), (v), (vi) and (vii) and 11.2(iii) and (iv) may be asserted until, and shall be asserted no later than, thirty (30) days after the expiration of the applicable statute of limitations with respect thereto.

(c)           Nothing herein shall be deemed to prevent any party hereto from making a claim for a Loss hereunder for potential or contingent claims or demands provided the notice of Loss sets forth the specific basis for any such potential or contingent claim or demand to the extent then feasible and the Indemnitee has reasonable grounds to believe that such a claim or demand may become actual.

11.6         Limitation on Indemnification Rights.  Notwithstanding any other provision of this Agreement or any other Purchase Document to the contrary:

(a)           The Bank will not have any liability to any Elavon Protected Party with respect to all claims under this Agreement (other than the Excluded Matters, as defined below) until the Elavon Protected Parties shall have incurred on a cumulative basis Losses exceeding Twenty Thousand and No/100 Dollars ($20,000.00 USD) (the “Basket”), at which point the Bank shall be liable for all Losses incurred by the Elavon Protected Parties, subject to the other provisions of this Agreement; provided, however, that the Basket shall not apply to any such Losses arising out of or resulting from the actual fraud or willful misconduct of the Bank. For purposes of this Agreement, the “Excluded Matters” include (A) claims under Section 11.1(ii), but only if such breach is an intentional and willful breach by Bank or Parent, (B) claims under Section 11.1(iii), and (C) claims arising out of the fraud of Parent and/or Bank.

(b)           The maximum aggregate liability of the Bank for all indemnification amounts owing to Elavon Protected Parties for all claims under this Agreement (other than Excluded Matters) shall not exceed Two Million and No/100 Dollars ($2,000,000 USD) (the “Cap”).

11.7         Mitigation of Damages.  In the case of any claims that would reasonably be expected to give rise to a right of indemnification under this Article XI, if there is a reasonable likelihood that such Indemnified Party may have a direct right of recovery under insurance policies or indemnification arrangements maintained by such Indemnified Party (or its affiliates) with subcontractors or other third parties, (i) the Indemnified Party shall notify the Indemnifying Party of such right of recovery, (ii) the Indemnified Party shall pursue enforcement of such right of recovery for so long as the pursuit thereof is commercially reasonable, with the determination of whether such pursuit is commercially reasonable to be in the sole discretion of the Indemnified Party, and (iii) the Indemnifying Party shall cooperate with the Indemnified Party in connection with the enforcement of such right of recovery as contemplated by clause (ii) above. To the extent that an Indemnified Party obtains recovery in respect of any such claims from any such third parties, the amount of any Losses with respect to any claim for which indemnification is available under this Article XI shall be reduced by the amount of such insurance proceeds or other such funds realized or paid to the Indemnified Party, net of any applicable deductible,

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

premium adjustments or self-insurance retention and all reasonable out-of-pocket fees, costs and expenses incurred by such Indemnified Party in obtaining such recovery.

11.8         Exclusive Remedy.  Except for claims based upon the actual fraud of the Bank and/or Parent, and except for those provisions of this Agreement or another Purchase Document for which injunctive relief is expressly available, the foregoing indemnification provisions in this Article XI shall constitute the sole and exclusive remedy of all Elavon Protected Parties in respect of any breach of or default under this Agreement or any other Purchase Document by the Bank or Parent, and Elavon hereby waives and releases any and all statutory, equitable, or common law remedy it may have in respect of any breach of or default under this Agreement and the other Purchase Documents.

ARTICLE XII

DEFINITIONS AND RULES OF INTERPRETATION

12.1         Definitions.  For purposes of this Agreement, the capitalized terms have the following respective meanings:

“Agreement” means this Agreement, including all schedules and exhibits hereto, and, if amended, modified or supplemented, as the same may be so amended, modified or supplemented from time to time.

“Agent Bank” means a financial institution sponsored by the Bank and for which services related to the Merchant Business are provided to such financial institution and/or its merchants by or on behalf of the Bank.

“Agent Bank Agreement” means an agreement between the Bank and an Agent Bank pursuant to which the Agent Bank and the Bank provide services related to the Merchant Business.

“Alliance Documents” means the Marketing Agreement and the Non-Competition Agreement.

“Assumed Liabilities” means the following liabilities or obligations:

(a)           the obligations of the Bank arising on or after the Effective Date to perform under the Merchant Agreements assigned to Elavon pursuant to this Agreement;

(b)           the obligations of the Bank to pay assessments, interchange fees, transaction fees, fines, penalties or other fees or charges to the Credit Card Associations and the EFT Networks, provided that such obligations relate to transactions which occur under the Merchant Agreements on or after the Effective Date;

(c)           chargebacks in respect of any Credit Card transaction processed by Elavon pursuant to a Merchant Agreement if such Credit Card transaction is received by electronic transmission or otherwise under and in compliance with the rules and regulations of Credit Card Associations on and after the Effective Date and other Credit

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

Losses on and after the Effective Date, but only to the extent that such chargeback or other Credit Loss relates to or arises out of an original sales transaction occurring on or after the Effective Date;

(d)           any liability arising on or after the Effective Date under any Other Assumed Contract (other than any liability arising out of or relating to a breach of the Bank that occurred prior to the Effective Date), but only to the extent that such liability (i) relates to or arises out of events, transactions, or omissions of Elavon on or after the Effective Date, (ii) is not required to be performed prior to the Effective Date, and (iii) is disclosed in or discernible from the face of such Other Assumed Contract; and

(e)           any other claims, liabilities or litigation in respect of the Merchant Agreements, the Equipment, the Inventory, and the business conducted in connection with the foregoing, provided that any such claim, liability or litigation (i) relates to or arises out of events, transactions, or omissions of Elavon on or after the Effective Date, and (ii) does not relate to or arose out of events, transactions or omissions of the Bank or Parent prior to the Effective Date.

Without limiting the foregoing, the Assumed Liabilities shall be limited to the liabilities and obligations specified in the preceding portion of this definition, and shall not in any event include (x) any penalties, costs or fees that may be incurred by the Bank or Parent in connection with the termination or expiration of the Bank’s or any affiliate’s agreement(s) with any third party service providers, or (y) any losses as the result of a chargeback or Credit Loss in respect of any Merchant Agreement that result from transactions, events, acts or omissions of the Bank or a merchant which occurred prior to the Effective Date. Further, the Assumed Liabilities, as the same relate to the Merchant Agreements shall be further limited to those disclosed in and discernible from the face of the Standard Merchant Agreements.

“Authorize.Net” means Authorize.Net Corporation, and its successors and assigns.

“Authorize.Net Agreement” means that certain Reseller Agreement by and between Authorize.Net and the Bank dated March 19, 1999, as amended.

“Bill of Sale and Assignment and Assumption Agreement” means the written instrument to be entered into at the Closing between the Bank and Elavon in the form attached hereto as Exhibit 1.2.

“Credit Card” means (i) a VISA card or other card bearing the symbol(s) of VISA U.S.A., Inc. or VISA International, Inc., (ii) a MasterCard card or other card bearing the symbol(s) of MasterCard International Incorporated, or (iii) a card bearing the symbol(s) of another Credit Card Association.

“Credit Card Associations” means VISA U.S.A., Inc., VISA International, Inc., MasterCard International Incorporated, American Express, Discover Network, JCB, Diners Club International Ltd. and any other similar organizations or associations, and any successor organizations or associations to any of the foregoing.

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

“Credit Loss” means any loss, including but not limited to a chargeback, resulting from or attributable to the failure by a Merchant to pay amounts owed by it under a Merchant Agreement.

“Debit Card” means a card with a magnetic stripe bearing the symbol(s) of one or more EFT Networks or Credit Card Associations which enables the holder to pay for goods or services by authorizing an electronic debit to the cardholder’s designated deposit account.

“Drafts” means documentary evidence of Credit Card sales deposited by Merchants with the Bank.

“EFT Networks” means electronic funds transfer networks such as Star Systems, PULSE EFT Association, NYCE, and any other similar organizations or associations, and any successor organizations or associations to any of the foregoing.

“Employee Benefit Plan” means (i) any “employee benefit plan” as such term is defined in ERISA Section 3(3), (ii) any nonqualified deferred compensation plans (as defined in IRC Section 409A), and (iii) any other arrangement (whether written or unwritten, qualified or unqualified, subject to ERISA or not, now in effect or required in the future as a result of the transaction contemplated by this agreement or otherwise, funded or unfunded, foreign or domestic) relating to employment, severance, change in control, compensation or fringe benefits, including those providing retirement, health, disability, life and vacation benefits, and including any trust agreements, insurance contracts or other funding mechanisms therefor and any service provider contracts thereunder, currently or previously maintained, or contributed to, or required to be maintained or contributed to, by Bank, Parent, or by any other person or entity that, together with Bank, is treated as a single employer under IRC Section 414 or Section 4001.3 of ERISA for the benefit of, or providing benefits as of the date hereof to or any date prior, any current or former employees, independent contractors, officers or directors of Parent or Bank, or with respect to which Parent or Bank has or could reasonably be expected to have any liability.

“ERISA” means the Employee Retirement Income Security Act of 1974, and any regulations issued thereunder.

“Equipment” means the point-of-sale terminals, printers and other equipment, supplies, or point-of-sale assets utilized by Merchants, or held for lease, sale or swap to Merchants, and owned or leased by the Bank, and computer equipment and software, office equipment and furniture, and all other equipment used or useful in the Merchant Business.

“Excluded Assets” means the assets specified on Schedule 1.1(a) attached hereto and shall also include, whether or not listed on Schedule 1.1(a), all rights and obligations of the Bank under any third party contract (other than Merchant Agreements) to which the Bank is a party that is not specifically identified on Schedule 1.1(f).

“Inventory” means the imprinters, sales draft forms, application forms, decals and all other merchant supplies of the Bank.

“IRC” means the United States Internal Revenue Code of 1986, and any regulations issued thereunder.

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

“ISO” means an independent sales organization or other Person which is a party to an agreement or understanding with the Bank as of the Closing Date whereby the independent sales organization or other Person provides marketing and other services to merchants in connection with the Merchant Business.

“ISO Agreement” means an agreement between the Bank and an ISO pursuant to which the ISO is providing marketing and other services in connection with the Merchant Business.

“Knowledge” means, with respect to any party to this Agreement, the actual knowledge after due and reasonable inquiry of such party’s executive or senior operational officers and directors.

“Marketing Agreement” means the Marketing and Sales Alliance Agreement among Parent, the Bank and Elavon in the form of Exhibit 10.5 attached hereto, and if amended, modified or supplemented, as the same may be so amended, modified or supplemented from time to time.

“Merchant” means any Person (other than Elavon or the Bank) (a) that has entered into a Merchant Agreement prior to the Effective Date, or (b) that is identified on Schedule 6.7(a)(iv).

“Merchant Agreement” means an agreement between the Bank and a Merchant pursuant to which the Merchant undertakes to honor Credit Cards and/or Debit Cards and the Bank agrees to accept Credit Card and/or Debit Card transaction records; provided, however, that in no event shall “Merchant Agreement” include any merchant agreement included on Schedule 1.1(a) as an “Excluded Asset.”

“Merchant Business” means the providing of point-of-sale-based Credit Card, Debit Card and other card-based transaction processing services and electronic payment and settlement services (including the sale or lease of products and services related thereto) relating to the Assets Sold and the Assumed Liabilities to Merchants and Agent Banks, ISOs and other similar customers, but shall specifically exclude any such activity relating to the Excluded Assets.

“Non-Competition Agreement” means the Non-Competition Agreement among Parent, the Bank and Elavon in the form of Exhibit 10.4 attached hereto, and if amended, modified or supplemented, as the same may be so amended, modified or supplemented from time to time.

“Operative Documents” means, collectively, the Purchase Documents and the Alliance Documents.

“Paymentech” means Paymentech, L.P., a Delaware limited partnership, and its successors and assigns.

“Paymentech Agreement” means that certain Credit Card Processing Agreement by and between Paymentech and the Bank dated November 10, 2004, as amended.

“Person” means any of a natural person, corporation, partnership, firm, association, limited liability company, trust, estate or other entity of any kind.

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

“Purchase Documents” means this Agreement, the Bill of Sale and Assignment and Assumption Agreement, and the documents, agreements, certificates or instruments executed and delivered in connection herewith and therewith; provided, however, that the Marketing Agreement and the Non-Competition Agreement shall not be included within the definition of, or otherwise deemed to be, Purchase Documents.

“Standard Agent Bank Agreements” means the forms of Agent Bank Agreements attached hereto as Exhibit 6.7(b)(ii).

“Standard Merchant Agreements” means the forms of Merchant Agreements attached hereto as Exhibit 6.7(b)(i).

“TIB” means TIB- The Independent BankersBank, a Texas banking corporation.

“TIB Agreement” means that certain Processing Service Agreement by and between TIB and the Bank dated July 1, 2006, as amended.

“TK Global Agreements” means the TK Global Referral Agreement and any merchant agreement entered into between the Bank and any TK Global Merchant as of the date hereof.

“TK Global Referral Agreement” means the Referral Agreement, dated February 25, 2008, by and between TK Global Partners and the Bank.

“TK Global Merchants” means the Merchants that have been referred to the Bank by TK Global Partners pursuant to the TK Global Referral Agreement and that have entered into merchant agreements with the Bank as of the date hereof in connection with such referral, as more particularly set forth on Schedule 1.2 hereof.

“Transition Date” means April 1, 2011, or any date thereafter if said Transition Date is extended pursuant to Section 3.6.

“Transition Period” means the period from the Effective Date through and including the Transition Date.

12.2         Other Definitions; Rules of Interpretation.

(a)           All terms defined herein shall have the defined meanings when used in any Purchase Document, certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Singular terms shall include the plural, and vice versa, unless the context otherwise requires.

(b)           Exhibits and Schedules referenced in this Agreement are deemed to be incorporated herein by reference. The term “including” shall mean “including without limitation.”

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ARTICLE XIII

MISCELLANEOUS

13.1         Expenses.  Except as otherwise specifically provided in this Agreement, each party shall pay its own costs and expenses in connection with this Agreement and the transactions contemplated hereby, including all attorneys’ fees, accounting fees and other expenses.

13.2         Notices and Payments.  All notices, demands and other communications hereunder shall be in writing and shall be delivered (i) in person, (ii) by United States mail, certified or registered, with return receipt requested, or (iii) by national overnight courier (e.g., FedEx) as follows:

The persons or addresses to which mailings or deliveries shall be made may be changed from time to time by notice given pursuant to the provisions of this Section 13.2. Any notice, demand or other communication given pursuant to the provisions of this Section 13.2 shall be deemed to have been given on the date actually delivered.

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13.3         Third-Party Beneficiaries.  No party to this Agreement intends this Agreement to benefit or create any right or cause of action in or on behalf of any Person other than the Bank and Elavon.

13.4         Independent Contractors.  Nothing contained in this Agreement or any other Operative Document shall be construed as creating or constituting a partnership, joint venture or agency among the parties to this Agreement. Rather, the parties shall be deemed independent contractors with respect to each other for all purposes.

13.5         Successors and Assigns.  All terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement and the rights, privileges, duties and obligations of the parties hereto may not be assigned or delegated by any party without the prior written consent of the other party; provided, however, that such consent shall not be required (a) for the assignment by any party of its rights and privileges hereunder to a Person controlling, controlled by or under common control with such party (it being understood that no such assignment shall relieve the assigning party of its duties or obligations hereunder), or (b) for the assignment and delegation by any party of its rights, privileges, duties and obligations hereunder to any Person into or with which the assigning party shall merge or consolidate or to which the assigning party shall sell all or substantially all of its assets, provided that upon the request of the non-assigning party the assignee shall formally agree in writing to assume all the rights and obligations of the assigning party created hereby. In no event shall the assignment of this Agreement to the CDFI, FDIC or any other governmental entity, or the appointment of the CDFI, FDIC or any other governmental entity as conservator or receiver of the Bank relieve such assignee, conservator or receiver or the Bank of any of the obligations contained in this Agreement, including without limitation, those obligations contained in Article III herein.

13.6         Amendments and Waivers.  This Agreement, any of the instruments referred to herein and any of the provisions hereof or thereof shall not be amended, modified or waived in any fashion except by an instrument in writing signed by the parties hereto. The waiver by a party of any breach of this Agreement by another party shall not operate or be construed as the waiver of the same or another breach on a subsequent occasion, nor shall any delay in exercising any right, power or privilege hereunder constitute a waiver thereof.

13.7         Severability of Provisions.  If any provision of this Agreement, or the application of any such provision to any Person or circumstance, is invalid or unenforceable, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected by such invalidity or unenforceability.

13.8         Counterparts; Delivery.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. The parties acknowledge that delivery of executed counterparts of this Agreement may be effected by a facsimile transmission or other comparable means, with an original document to be delivered promptly thereafter via overnight courier.

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13.9         Governing Law.  This Agreement is made and entered into under the laws of the State of Georgia, and the laws of that State (without giving effect to the principles of conflicts of laws thereof) shall govern the validity and interpretation hereof and the performance by the parties hereto of their respective duties and obligations hereunder.

13.10       Section Headings.  The headings of Sections contained in this Agreement are for convenience of reference only and do not form a part of this Agreement.

13.11       Entire Agreement.  The making, execution and delivery of this Agreement by the parties hereto have been induced by no representations, statements, warranties or agreements other than those herein expressed. This Agreement and the other written instruments specifically referred to herein embody the entire understanding of the parties and supersede in their entirety all prior communication, correspondence, and instruments among the parties with respect to the subject matter hereof, including the Letter of Intent, dated August 25, 2010, between Elavon and the Bank, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof.

13.12       Publicity.  The timing and content of any and all public statements, announcements or other publicity concerning the transactions contemplated herein shall be mutually agreed upon by Parent, the Bank and Elavon, which agreement shall not be unreasonably withheld or delayed.

13.13       Survival.  Each party, acknowledging that the other is entitled to rely on its representations, warranties, covenants and agreements in this Agreement in order to preserve the benefit of the bargain otherwise represented by this Agreement, agrees that neither the survival of such representations, warranties, covenants and agreements, nor their enforceability nor any remedies for breaches of them will be affected by any knowledge of a party regardless of when or how such party acquired such knowledge, specifically including disclosures of facts and/or circumstances after the date of this Agreement.

(Signatures begin on following page)

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Merchant Asset Purchase Agreement as of the date first written above.

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INDEX OF SCHEDULES AND EXHIBITS

CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

SCHEDULES TO THE

MERCHANT ASSET PURCHASE AGREEMENT

BY AND AMONG

MONTEREY COUNTY BANK

a California state-chartered bank,

NORTHERN CALIFORNIA BANCORP, INC.,

a California corporation

AND

ELAVON, INC.,

a Georgia corporation

November 1, 2010

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Schedule 1.1(a)

Excluded Assets

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Schedule 1.1(f)

Other Assumed Contracts

N/A

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Schedule 1.2

TK Global Merchants

As of August 31, 2010

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

Schedule 3.3(b)

Transition Processing Expenses

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Schedule 6.5(a)

Equipment

Following is a list of equipment being utilized by our merchant base as of September 30, 2010.

Each MCB merchant has at least one of the following terminal types out in the field

oVerifone Tranz 330/380/380X2/460

oVerifone Omni 3200/3200SE

oVerifone Omni 3750

oVerifone VX 570

oVerifone VX 510LE

oVerifone Printer 250

oVerifone PinPad 1000SE

oHypercom T-7Plus

oNurit 8000

oPOS Payment Applications*

*POS Merchants are serviced through a third party vendor chosen by the merchant. Monterey County Bank has verified that POS merchants are using payment applications validated as PCI-PA Compliant.

On-hand Equipment Inventory as of September 30, 2010

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CONFIDENTIAL TREATMENT REQUESTED BY NORTHERN CALIFORNIA BANCORP

Bank Leased Equipment

The Bank does not lease Equipment to third parties.

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Schedule 6.5(b)

Inventory

On-hand Supplies Inventory as of September 30, 2010

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Schedule 6.6(a)

Financial Information

Figures do not include TK Global merchant activity