Exhibit 10.1


 


 


 


 


STOCK PURCHASE AND SALE AGREEMENT


BY AND AMONG


PCBA ACQUISITION, LLC,


PREMIER COMMERCIAL BANK ARIZONA,
N.A.,


AND


PREMIER
COMMERCIAL BANCORP


 


 


 


As of March 1, 2007


















 


EXHIBIT INDEX


	
  Exhibit A

  	
   

  	
  Form of Agreement with Option Holders

  



 


SCHEDULE INDEX


	
  Schedule 1.1(h)

  	
   

  	
  List of Options

  
	
  Schedule 3.2

  	
   

  	
  No Conflicts

  
	
  Schedule 3.4

  	
   

  	
  Call Reports of PCB Arizona

  
	
  Schedule 3.8

  	
   

  	
  Undisclosed Liabilities; Adverse Changes

  
	
  Schedule 3.11

  	
   

  	
  Proceedings and Orders

  
	
  Schedule 3.12

  	
   

  	
  Absence of Certain Changes and Events

  
	
  Schedule 3.13

  	
   

  	
  Properties, Contracts, Employee Benefit Plans and
  Other Agreements

  
	
  Schedule 3.15

  	
   

  	
  No Defaults

  
	
  Schedule 3.16

  	
   

  	
  Insurance

  
	
  Schedule 3.17

  	
   

  	
  Compliance With Environmental Laws

  
	
  Schedule 4.2

  	
   

  	
  Required Regulatory Consents, Approvals and Notices

  
	
  Schedule 7.10

  	
   

  	
  List of Option Holders

  



 



 i















 


STOCK PURCHASE AND SALE AGREEMENT


THIS STOCK PURCHASE AND SALE
AGREEMENT (this “Agreement”) is entered into as of
March 1, 2007, by and among PCBA
ACQUISITION, LLC, an Arizona
limited liability company (“Buyer”), PREMIER COMMERCIAL BANK ARIZONA,
N.A., a national banking association (“PCB Arizona”),
and PREMIER COMMERCIAL BANCORP, a
California corporation (“Bancorp”).  Buyer, PCB Arizona and Bancorp referred to
collectively as the “parties” and individually as a “party.”


RECITALS


A.            PCB Arizona is a national bank organized and
existing under the laws of the United States and has its principal office and
place of business located in the City of Mesa, County of Maricopa in the State
of Arizona.


B.            Buyer
is an Arizona limited liability company formed for the purpose of acquiring
certain shares of common stock of PCB Arizona.


C.            As
of the date of this Agreement, Steven Ellsworth (“Ellsworth”)
and Kevin Stevenson (“Stevenson”) are
the managers and sole members of Buyer.


D.           
Ellsworth and Stevenson have been executive officers of PCB Arizona, were
instrumental in the organization of PCB Arizona, and, while so employed, were
intimately knowledgeable about the business affairs and business plans of PCB
Arizona.


E.             As of the date hereof, PCB Arizona has 1,102,750 shares
of issued and outstanding common stock (the “Bank Stock”),
of which Bancorp owns, directly or beneficially, 954,000 shares (the “Acquired Shares”), Ellsworth owns, directly or beneficially,
93,750 shares, and Stevenson owns, directly or beneficially, 55,000 shares.


F.             The parties to this Agreement
desire to effect a transaction whereby Buyer
will acquire the Acquired Shares from Bancorp (the “Acquisition”)
for the purchase price set forth below.


G.            The parties wish to set forth
certain other agreements among them.


AGREEMENTS


In consideration of the
foregoing premises and the mutual promises, covenants and agreements
hereinafter set forth, the parties hereto hereby agree as follows:


ARTICLE 1


DEFINITIONS


Section 1.1            Definitions.  In
addition to those terms defined throughout this Agreement, the following terms,
when used herein, shall have the following meanings.


(a)           “Affiliate” means with respect to a particular Person, any
other Person that directly or indirectly controls, is directly or indirectly
controlled by, or is directly or indirectly under common control with such
specified Person.













(b)           “Best Efforts” means using all due speed that a prudent
Person desirous of achieving a result would use in similar circumstances to
ensure that such result is achieved as promptly and expeditiously as possible, provided, however, that an obligation to use Best Efforts
under this Agreement does not require the Person subject to that obligation to
take actions that would result in a materially adverse change in the benefits
to such Person of this Agreement and the Acquisition.


(c)           “Business Day” means any day except Saturday, Sunday and any
day on which PCB Arizona is authorized or required by law or other government
action to close.


(d)           “Contract” means any agreement, contract, obligation, promise
or understanding (whether written or oral and whether express or implied) that
is legally binding.


(e)           “Knowledge” with respect to:


(i)            an
individual means that such person will be deemed to have “Knowledge” of a
particular fact or other matter if such individual is actually aware of such
fact or other matter; and


(ii)           a
Person (other than an individual) means that such Person will be deemed to have
“Knowledge” of a particular fact or other matter if any individual who is
serving as a director or officer or manager of such Person (or in any similar
capacity) has Knowledge of such fact or other matter.


(f)            “Legal Requirement” means any material federal, state, local,
municipal, foreign, international, multinational or other administrative order,
constitution, law, ordinance, principle of common law, regulation, statute or
treaty, including without limitation the United States banking laws, rules and
regulations and the banking laws, rules and regulations of the State of
Arizona.


(g)           “Material Adverse Effect” means any change in or effect on
the business of PCB Arizona that would be materially adverse to the business,
financial condition or results of operations of PCB Arizona, other than any
change, effect, event or occurrence to the extent arising from or relating to
(i) the United States or the banking industry in general,
(ii) actions taken pursuant to the obligations of the parties expressly
set forth in this Agreement or (iii) general economic conditions.


(h)           “Options” means all of the existing Options to acquire PCB
Arizona common stock, as identified on Schedule 1.1(h).


(i)            “Order” means any award, decision, directive, injunction,
judgment, memorandum, order, regulatory agreement, ruling, subpoena or verdict
entered, issued, made or rendered by any court, administrative or other
governmental agency, including any Regulatory Authority, or by any arbitrator.


(j)            “Person” means any individual, corporation (including any
non-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization, labor union
or other entity or any Regulatory Authority.


(k)           “Proceeding” means any action, arbitration, audit, hearing,
investigation, litigation or suit (whether civil, criminal, administrative,
investigative or informal) commenced, brought, conducted or heard by or before,
or otherwise involving, any judicial or governmental authority, including a
Regulatory Authority, or arbitrator.



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(l)            “Regulatory Authorities” means any federal, state or local
governmental body, agency or authority which under applicable statutes and
regulations:  (i) has supervisory,
judicial, administrative, police, taxing or other power or authority over PCB
Arizona or Buyer; (ii) is required to approve, or give its consent to the
Acquisition; or (iii) with which a filing must be made in connection
therewith, including in any case, the Board of Governors of the Federal Reserve
System, the Office of the Comptroller of the Currency (“OCC”)
and the Federal Deposit Insurance Corporation (“FDIC”).


(m)          “Tax” means any tax (including any income tax, capital gains
tax, value-added tax, sales tax, property tax, gift tax or estate tax), levy,
assessment, tariff, duty (including any customs duty), deficiency or other fee,
and any related charge or amount (including any fine, penalty, interest or
addition to tax), imposed, assessed or collected by or under the authority of
any Regulatory Authority or payable pursuant to any tax-sharing agreement or
any other Contract relating to the sharing or payment of any such tax, levy,
assessment, tariff, duty, deficiency or fee.


(n)           “Tax Return” means any return (including any information
return), report, statement, schedule, notice, form or other document or
information filed with or submitted to, or required to be filed with or
submitted to, any Regulatory Authority in connection with the determination,
assessment, collection or payment of any Tax or in connection with the
administration, implementation or enforcement of or compliance with any Legal
Requirement relating to any Tax.


(o)           “Threatened” means a claim, Proceeding, dispute, action or
other matter for which any demand or statement has been made (orally or in
writing) or any notice has been given (orally or in writing).


Section 1.2            Principles
of Construction.
(a) In this Agreement, unless otherwise stated or the context otherwise
requires, the following uses apply: 
(i) actions permitted under this Agreement may be taken at any time
and from time to time in the actor’s sole discretion; (ii) references to a
statute shall refer to the statute and any successor statute, and to all
regulations promulgated under or implementing the statute or successor, as in
effect at the relevant time; (iii) in computing periods from a specified
date to a later specified date, the words “from” and “commencing on” (and the
like) mean “from and including,” and the words “to,” “until” and “ending on”
(and the like) mean “to, but excluding”; (iv) references to a governmental
or quasi-governmental agency, authority or instrumentality shall also refer to
a regulatory body that succeeds to the functions of the agency, authority or
instrumentality; (v) indications of time of day mean Phoenix, Arizona
time; (vi) ”including” means “including, but not limited to”;
(vii) all references to sections, schedules and exhibits are to sections,
schedules and exhibits in or to this Agreement unless otherwise specified;
(viii) all words used in this Agreement will be construed to be of such
gender or number as the circumstances require; and (ix) the captions and
headings of articles, sections, schedules and exhibits appearing in or attached
to this Agreement have been inserted solely for convenience of reference and
shall not be considered a part of this Agreement nor shall any of them affect
the meaning or interpretation of this Agreement or any of its provisions.


(b)           The Appendix,
Exhibits and Schedules referred to in this Agreement consist of the Appendix,
Exhibits and Schedules attached to this Agreement immediately following the
signature page of this Agreement, and such Appendix, Exhibits and Schedules are
incorporated by reference into this Agreement as if they were set forth in
their entirety herein.  Such Schedules
only contain information regarding PCB Arizona which was provided to Buyer a
reasonable period of time prior to the date of this Agreement.  The parties shall evidence their respective
review of the Schedules by initialing each Schedule.



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(c)           All accounting terms
not specifically defined herein shall be construed in accordance with generally
accepted accounting principles as consistently applied in the United States (“GAAP”).


ARTICLE 2


BASIC TERMS
OF TRANSACTION


Section 2.1            The
Transaction.  Upon the terms, subject to the conditions and
in reliance upon the representations and warranties herein made by the parties
to each other, Bancorp shall sell, transfer, convey and deliver to Buyer and
Buyer shall purchase from Bancorp, all of the Acquired Shares.


Section 2.2            Effective Time.  The closing of the Acquisition (“Closing”) shall occur on August 1, 2007 (the “Closing Date”), at
such time and place as the parties shall
mutually agree.  The Acquisition shall be effective
upon the receipt of all required approvals
or consents of the Regulatory Authorities for the Acquisition, and the
expiration of all statutory waiting periods relating to such approvals
(the “Effective Time”).  The parties agree to use their Best Efforts
to cause the Closing to occur as soon as possible after the date of this
Agreement.


Section 2.3            Purchase Price;
Shareholders’ Equity.  (a) The aggregate purchase price (“Purchase Price”) of the Acquired Shares shall be
$11,000,000.  The parties agree that in
the event Buyer shall have paid either or both of the First Extension Deposit
and the Second Extension Deposit, pursuant to Section 8.5 of this Agreement,
then such payments shall be credited against the Purchase Price at
Closing.  After the Closing, Bancorp will have no further rights in respect of
the Acquired Shares except to receive the Purchase Price as provided in this
Section 2.3.


(b)           The
parties agree that as of the Closing Date, the book value of the Bank Stock
(the “Shareholder Equity”) shall be not less
than $9,000,000, independent of any stock options or warrants outstanding
immediately prior to the Closing Date. 
The Shareholder Equity shall be calculated pursuant to generally
accepted accounting principles, and shall be verified by an independent third
party mutually agreeable to all parties, which could include the certified
public accountants for PCB Arizona.  In
the event the Shareholder Equity is below $9,000,000 as of the Closing Date,
the Purchase Price for the Acquired Shares shall be reduced on a dollar for
dollar basis by the amount by which the Shareholder Equity of PCB Arizona is
below $9,000,000.


Section 2.4            Options and Warrants.  Subject to Section 7.10, upon the Closing, all stock options of PCB
Arizona, other than those held by Ellsworth and Stevenson, shall be cancelled
with no liability to PCB Arizona.  All
stock options of Ellsworth and Stevenson will remain in place and shall be the
responsibility of PCB Arizona from and after the Closing.  In the event the Acquisition
is terminated, all options and warrants to Ellsworth and Stevenson shall
terminate immediately with no further liability to PCB Arizona or Bancorp.


Section 2.5            Buyer’s
Deliveries at Closing.  At the Closing, Buyer shall deliver the
following items to Bancorp:


(a)           evidence of the
deposit by Buyer with a federal deposit insured banking institution with shareholder
equity in excess of $20 million of the Purchase Price;


(b)           a
certificate executed by the President or any Vice President and the Secretary
or any Assistant Secretary of Buyer dated the Closing Date stating that:  (i) all of the representations and
warranties of Buyer set forth in this Agreement are true and correct with the
same force and effect as if 



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all of such representations and warranties were made at the Closing
Date, provided, however, that to the extent
such representations and warranties expressly relate to an earlier date, such
representations shall be true and correct in all material respects on and as of
such earlier date, and provided further,
that to the extent that such representations and warranties are made in this
Agreement subject to a standard of materiality or Knowledge, such
representations and warranties shall be true and correct in all respects; and
(ii) Buyer has performed or complied with all of the covenants and
obligations to be performed or complied with by it under the terms of this
Agreement on or prior to the Closing Date, provided, however,
that to the extent performance and compliance with such covenants and
obligations are subject in this Agreement to a standard of materiality, and
also with respect to the performance by Buyer of the covenant to pay the
Purchase Price, Buyer shall have performed and complied in all respects with
such covenants and obligations;


(c)           copies
of resolutions of the members and managers of Buyer authorizing and approving
this Agreement and the consummation of the transactions contemplated hereby;
and


(d)           such
other documents as PCB Arizona may reasonably request.


All of such items shall be reasonably satisfactory in form and
substance to Bancorp and its counsel.


Section 2.6            Bancorp’s
Deliveries at Closing.  At the Closing, Bancorp shall deliver the
following items to Buyer:


(a)           certificates
representing the Acquired Stock, duly endorsed in blank by the holder thereof;


(b)           a
certificate executed by the Chairman or President of Bancorp stating that:  (i) all of the representations and
warranties of Bancorp and PCB Arizona set forth in this Agreement are true and
correct with the same force and effect as if all of such representations and
warranties were made at the Closing Date, provided, however,
that to the extent such representations and warranties expressly relate to an
earlier date, such representations shall be true and correct in all material
respects on and as of such earlier date, and provided
further, that to the extent that such representations and warranties
are made in this Agreement subject to a standard of materiality or Knowledge,
such representations and warranties shall be true and correct in all respects;
and (ii) each of Bancorp and PCB Arizona have performed and complied with
all of the covenants and obligations to be performed or complied with by it
under the terms of this Agreement on or prior to the Closing Date, provided, however, that to the extent performance and
compliance with such covenants and obligations are subject in this Agreement to
a standard of materiality, each of Bancorp and PCB Arizona shall have performed
and complied in all respects with such covenants and obligations;


(c)           copies
of resolutions of the board of directors of Bancorp and PCB Arizona, as applicable,
authorizing and approving this Agreement and the consummation of the
transactions contemplated hereby, certified as of the Closing Date by the
Secretary or any Assistant Secretary of Bancorp and PCB Arizona, as applicable;


(d)           a
legal opinion of Bancorp’s counsel dated the Closing Date opining as to due
authorization, enforceability and other matters of a similar nature; and


(e)           such
other documents as Buyer may reasonably request.


All of such items shall be reasonably satisfactory in form and substance
to Buyer and its counsel.



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ARTICLE 3


REPRESENTATIONS AND
WARRANTIES OF BANCORP AND PCB ARIZONA


Bancorp and PCB Arizona
hereby represents and warrants to Buyer as follows:


Section 3.1            Authorization;
Enforceability.  Each of
Bancorp and PCB Arizona has the requisite power and authority to enter into and
perform its obligations under this Agreement and the execution, delivery and
performance of this Agreement by each of Bancorp and PCB Arizona, and the
consummation by it of its respective obligations under this Agreement, have
been authorized by all necessary actions of any kind whatsoever (except for
approval of the Acquisition and this Agreement by its stockholders) and this
Agreement constitutes a legal, valid and binding obligation of each of Bancorp and
PCB Arizona enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or other
laws and subject to general principles of equity.


Section 3.2            No
Conflict.  Except as set forth in Schedule 3.2,
neither the execution nor the delivery of this Agreement nor the consummation
or performance of the Acquisition will, directly or indirectly (with or without
notice or lapse of time): 
(a) contravene, conflict with, or result in a violation of any provision
of the charter or bylaws of either Bancorp or PCB Arizona; (b) contravene,
conflict with or result in a violation of, or give any Regulatory Authority the
bona fide right to challenge the
Acquisition or to exercise any remedy or obtain any relief under, any Legal
Requirement or Order to which either Bancorp, PCB Arizona, or any of the assets
owned or used by Bancorp or PCB Arizona, respectively, may be subject;
(c) contravene, conflict with, or result in a violation or breach of any
provision of, or give any Person the valid right to declare a default or
exercise any remedy under, or to accelerate the maturity or performance of, or
to cancel, terminate, or modify, any Contract where the same would have a
Material Adverse Effect; or (d) result in the creation of any lien, charge
or encumbrance upon or with respect to any of the assets owned or used by
Bancorp or PCB Arizona.  Neither Bancorp
nor PCB Arizona will be required to give any notice to or obtain any consent
from any Person in connection with the execution and delivery of this Agreement
or the consummation of the Acquisition.


Section 3.3            Bank
Capitalization.  The authorized capital stock of PCB Arizona
consists, and immediately prior to the Closing will consist, exclusively of 1,102,750 shares of common stock, all of
which shares are, and immediately prior to the Closing will be, duly
authorized, validly issued and outstanding, fully paid and nonassessable.  There are no unexpired or pending preemptive
rights with respect to any shares of capital stock of PCB Arizona.  Other than the stock options and warrants
that are to be cancelled pursuant to Section 2.4 of this Agreement, there are
no outstanding securities of PCB Arizona which are convertible into or
exchangeable for any shares of PCB Arizona’s capital stock, and PCB Arizona is
not a party to any Contract relating to the issuance, sale or transfer of any
equity securities or other securities of PCB Arizona.  None of the issued and outstanding shares of
PCB Arizona’s capital stock was issued in violation of any federal or state
securities laws or any other Legal Requirement. 
PCB Arizona does not own or have any Contract to acquire, any equity
securities or other securities of any Person or any direct or indirect equity
or ownership interest in any other business.


Section 3.4            Call
Reports.  True, correct and complete copies of the
following are set forth in Schedule 3.4:  (a) PCB Arizona’s Report of Condition
and Reports of Income as filed with Regulatory Authorities, for the following
periods: December 31, 2006 (collectively, the “Call Reports”);
and (b) any other reports filed by PCB Arizona, and all written agreements
and understandings in effect or entered into by PCB Arizona, with any
Regulatory Authority since its inception. 
The Call Reports have been prepared in accordance with all Legal
Requirements and generally accepted accounting practices applicable to
financial institutions consistently applied, and each of the Call Reports
accurately, fairly 



 6
 









and correctly presents the financial position, assets, liabilities and
the results of operations of PCB Arizona at the respective dates and for the
respective periods covered by such Call Reports.


Section 3.5            Books
and Records.  The books of account, minute books, stock
record books and other records of PCB Arizona are complete and correct in all
material respects and have been maintained in accordance with all applicable
Legal Requirements.  At the Closing, all
of those books and records will be in the possession of PCB Arizona.


Section 3.6            Title
to and Condition of Assets.  PCB Arizona has good and
marketable title to all of its properties and assets, real and personal,
tangible and intangible, as reflected on PCB Arizona’s most recent Call Report,
free and clear of all mortgages, liens, security interests, pledges, charges,
claims, encumbrances  and other
restrictions of any nature whatsoever other than:  (a) pledges or liens required to be
granted in connection with the acceptance of government deposits, granted in
connection with repurchase or reverse repurchase agreements or otherwise
incurred in the ordinary course of business; (b) statutory liens for Taxes
not yet delinquent or being contested in good faith by appropriate Proceedings
and for which appropriate reserves have been established and reflected on the
Call Reports; and (c) minor defects and irregularities in title and
encumbrances that would not have a Material Adverse Effect,.  All real property and fixed assets (whether
owned or leased) utilized in and material to the conduct of the business of PCB
Arizona are in good condition and repair, free from structural defects, subject
to ordinary wear and tear and such minor defects as will not impair their
continued normal use.


Section 3.7            Loan
Loss Reserve.  To Bancorp’s and PCB Arizona’s
Knowledge:  (a) PCB Arizona’s
reserve for possible loan and lease losses is adequate in all material respects
under the standards applied by applicable Regulatory Authorities and based upon
generally accepted accounting practices applicable to financial institutions to
provide for possible or specific losses, net of recoveries relating to loans
previously charged off; (b) none of PCB Arizona’s loans is subject to any
material offset or claim of offset; and (c) the aggregate loan balances in
excess of PCB Arizona’s reserve for loan and lease losses are, based on past
loan loss experience, collectible in accordance with their terms and all
uncollectible loans have been charged off.


Section 3.8            Undisclosed
Liabilities; Adverse Changes.  PCB Arizona has no liabilities
or obligations of any nature (whether known or unknown and whether absolute,
accrued, contingent, or otherwise) except: 
(a) as set forth in Schedule 3.8;
(b) for liabilities or obligations reflected or reserved against in the
Call Reports; and (c) for current liabilities incurred in the ordinary
course of business since the respective dates of the Call Reports.  Since the date of the latest Call Report,
there has been no occurrence that would have a Material Adverse Effect.


Section 3.9            Taxes.  PCB
Arizona has duly filed or will duly file all Tax Returns required to be filed
by it for all periods prior to the Closing Date, and each such Tax Return is
complete and accurate in all material respects. 
PCB Arizona has paid, or made adequate provision for the payment of, all
Taxes (whether or not reflected in Tax Returns as filed or to be filed) due and
payable by PCB Arizona, or claimed to be due and payable by any Regulatory
Authority, and is not delinquent in the payment of any Tax, except such Taxes
as are being contested in good faith and as to which adequate reserves have
been provided.  There is no claim or
assessment pending or Threatened against PCB Arizona for Taxes owed by PCB
Arizona.  No audit, examination or
investigation related to PCB Arizona is presently being conducted or Threatened
by any Regulatory Authority.


Section 3.10         Compliance
with  Law.  PCB
Arizona is, and at all times since its inception has been, in material
compliance with each Legal Requirement that is or was applicable to it or to
the conduct or operation of its business or the ownership or use of any of its
assets.  No event has occurred or
circumstance exists that (with or without notice or lapse of time):  (a) may constitute or result in a 



 7
 









violation by PCB Arizona of, or a failure on the part of PCB Arizona to
comply with, any Legal Requirement; or (b) may give rise to any obligation
on the part of PCB Arizona to undertake, or to bear all or any portion of the
cost of, any remedial action of any nature, and in the case of either clause
(a) or (b) would have a Material Adverse Effect.  PCB Arizona has not received, at any time
since its inception, any notice or other communication (whether oral or
written) from any Regulatory Authority or any other Person regarding:  (x) any actual, alleged, possible or
potential violation of, or failure to comply with, any Legal Requirement; or
(y) any actual, alleged, possible or potential obligation on the part of
PCB Arizona to undertake, or to bear all or any portion of the cost of, any
remedial action of any nature, where either the occurrence described in clause
(x) or (y) would have a Material Adverse Effect.


Section 3.11         Proceedings
and Orders.  Attached as Schedule 3.11
is a true and correct list of all material Proceedings and Orders pending,
entered into or, to the Knowledge of PCB Arizona, Threatened against or
affecting PCB Arizona or any of its assets or business, since its inception,
involving any Regulatory Authority or other Person.  Except to the extent indicated in Schedule 3.11, no such pending or Threatened Proceeding
or Order would, alone or in the aggregate, have a Material Adverse Effect and
there is no fact which would provide a basis for any Proceeding or Order which
would have such an effect.  No officer,
director, agent or employee of PCB Arizona is subject to any Order that
prohibits such officer, director, agent or employee from engaging in or
continuing any conduct, activity or practice relating to the business of PCB
Arizona.  PCB Arizona has not received,
at any time since its inception, any notice or other communication (whether
oral or written) from any Regulatory Authority or any other Person regarding
any actual, alleged, possible, or potential violation of, or failure to comply
with, any Legal Requirement to which PCB Arizona, or any of the assets owned or
used by PCB Arizona, is or has been subject where the same would have a
Material Adverse Effect.


Section 3.12         Absence
of Certain Changes and Events.  Except as set forth in Schedule 3.12 or as permitted by this Agreement, since
its inception, PCB Arizona has conducted its business only in the ordinary
course of business and there has not been with respect to PCB Arizona any:


(a)           change in PCB
Arizona’s authorized or issued capital stock; grant of any stock option or
right to purchase shares of capital stock of PCB Arizona; issuance of any
security convertible into such capital stock or evidences of indebtedness
(except in connection with customer deposits); grant of any registration
rights; purchase, redemption, retirement or other acquisition by PCB Arizona of
any shares of any such capital stock, declaration or payment of any dividend or
other distribution or payment in respect of shares of PCB Arizona’s capital
stock;


(b)           amendment to the
charter or bylaws or any resolutions adopted by the board of directors or the
stockholders of PCB Arizona relating thereto;


(c)           payment or increase
by PCB Arizona of any bonuses, salaries or other compensation to any
stockholder, director, officer or employee (except in the ordinary course of
business) or entry into any employment, severance or similar Contract with any
director, officer or employee;


(d)           adoption, amendment
(except for any amendment necessary to comply with any Legal Requirement) or
termination of, or increase in the payments to or benefits under, any Employee
Benefit Plan;


(e)           damage to or
destruction or loss of any asset or property of PCB Arizona, whether or not
covered by insurance, where the same would have a Material Adverse Effect;



 8
 









(f)            entry into, termination
or extension of, or receipt of notice of termination of any joint venture or
similar agreement, or any Contract or transaction involving a total remaining
commitment by or to PCB Arizona of at least $5,000;


(g)           material
change in any existing lease of real or personal property;


(h)           sale (other than any
sale in the ordinary course of business), lease or other disposition of any
material asset or property of PCB Arizona or mortgage, pledge or imposition of
any lien or other encumbrance on any material asset or property of PCB Arizona
except for tax and other liens which arise by operation of law and with respect
to which payment is not past due and except for pledges or liens:  (i) required to be granted in connection with
the acceptance by PCB Arizona of government deposits; (ii) granted in
connection with repurchase or reverse repurchase agreements; or (iii) otherwise
incurred in the ordinary course of business;


(i)            incurrence of any
obligation or liability (fixed or contingent) other than in the ordinary course
of business;


(j)            cancellation or
waiver of any claims or rights with a value to PCB Arizona in excess of $1,000;


(k)           any investment of a
capital nature exceeding $2,500 or aggregate investments of a capital nature
exceeding $10,000;


(l)            merger or
consolidation with or into any other Person, or acquisition of any stock,
equity interest or business of any other Person;


(m)          transaction for the
borrowing or loaning of monies, other than in the ordinary course of business;


(n)           material change in the
accounting methods used by PCB Arizona; or


(o)           agreement, whether
oral or written, by PCB Arizona to do any of the foregoing.


Section 3.13         Properties,
Contracts, Employee Benefit Plans and Other Agreements.  Schedule 3.13 lists or describes the following:


(a)           All
real property owned by PCB Arizona and the principal buildings and structures
located thereon, and each lease of real property to which PCB Arizona is a
party;


(b)           each
Contract to which PCB Arizona is a party that involves performance of services
or delivery of goods or materials by PCB Arizona of an amount or value in
excess of $2,500;


(c)           except
for financing leases made by PCB Arizona in the ordinary course of business,
each lease, rental, license, installment and conditional sale agreement and
other Contract to which PCB Arizona is a party affecting the ownership of,
leasing of, title to, use of, any personal property with aggregate annual
payments of greater than $2,500;


(d)           except
for “shrink wrap” licenses generally applicable in the case of retail sales of
software in the consumer market, each licensing agreement or other Contract to
which PCB Arizona is a party with respect to patents, trademarks, copyrights,
or other intellectual property (collectively, “Intellectual
Property Assets”), including agreements with current or former
employees, consultants, or 



 9
 









contractors regarding the appropriation or the non-disclosure of any of
PCB Arizona’s Intellectual Property Assets;


(e)           each
collective bargaining agreement and other Contract to which PCB Arizona is a
party with any labor union or other employee representative of a group of
employees;


(f)            each
joint venture, partnership and other Contract (however named) to which PCB
Arizona is a party involving a sharing of profits, losses, costs or liabilities
by PCB Arizona with any other Person;


(g)           each
Contract to which PCB Arizona is a party containing covenants that in any way
purport to restrict the business activity of PCB Arizona or any director,
officer, employee or stockholder of PCB Arizona or limit PCB Arizona to engage
in any line of business or to compete with any Person;


(h)           each Contract to
which PCB Arizona is a party providing for payments to or by any Person based
on sales, purchases or profits, other than direct payments for goods;


(i)            any written
employment agreement or similar arrangement with any director, officer,
employee or consultant of PCB Arizona;


(j)            each profit-sharing,
deferred compensation, bonus, stock ownership, stock purchase, pension,
incentive plan or agreement, retainer, employment, consulting, retirement,
employee welfare or benefit agreements, plans or arrangements (including
vacation, sick leave, salary continuation, service awards, severance pay,
medical, hospitalization, disability and life insurance) established,
maintained, sponsored or undertaken by PCB Arizona for the benefit of PCB
Arizona’s officers, directors or employees, including each trust or other
agreement with any custodian or any trustee for funds held under any such
agreement, plan or arrangement, and all other Contracts or arrangements under
which pensions, deferred compensation or other retirement benefits are being
paid or may become payable by PCB Arizona for the benefit of PCB Arizona’s
employees (collectively, the “Employee Benefit Plans”),
and, in respect to any of them, the latest reports or forms, if any, filed with
the Department of Labor and Pension Benefit Guaranty Corporation under the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any current financial or actuarial reports and any
currently effective private rulings or determination letters from the Internal
Revenue Service obtained by or for the benefit of PCB Arizona;


(k)           each executory
Contract entered into other than in the ordinary course of business that contains
or provides for an express undertaking by PCB Arizona to be responsible for
consequential damages;


(l)            each executory
Contract for capital expenditures in excess of $2,500;


(m)          each written
warranty, guaranty or other similar undertaking with respect to contractual
performance extended by PCB Arizona other than in the ordinary course of
business; and


(n)           each amendment,
supplement and modification (whether oral or written) in respect of any of the
foregoing.


Copies of each document, plan or Contract listed and described on Schedule 3.13 will be made available during due
diligence.  PCB Arizona agrees to
promptly provide Buyer with copies of any such document, plan or Contract
described this Section 3.13 entered into by PCB Arizona on or after the date of
this Agreement.



 10
 









Section 3.14         Employee
Benefit Plans.  Except as otherwise set forth on Schedule 3.13, PCB Arizona is not a party to, or
obligated under, any Employee Benefit Plans. 
PCB Arizona has complied with the applicable administrative, reporting
and substantive requirements of ERISA and any other applicable Legal
Requirement with respect to each Employee Benefit Plan where the failure to so
comply would have a Material Adverse Effect.


Section 3.15         No
Defaults.  Except as set forth in Schedule 3.15,
each Contract identified or required to be identified in Schedule 3.13
is in full force and effect and is valid and enforceable in accordance with its
terms.  PCB Arizona is, and at all times
since its inception, has been, in compliance in all material respects with all
applicable terms and requirements of each Contract under which PCB Arizona has
or had any obligation or liability or by which PCB Arizona or any of the assets
owned or used by PCB Arizona is or was bound. 
To Bancorp’s and PCB Arizona’s Knowledge, each other Person that has or
had any obligation or liability under any material Contract under which PCB
Arizona has or had any rights is, and at all times since its inception, has
been in compliance in all material respects with all applicable terms and
requirements of such Contract.  To the
Knowledge of Bancorp or PCB Arizona, no event has occurred or circumstance
exists that (with or without notice or lapse of time) may contravene, conflict
with, or result in a violation or breach of, or give PCB Arizona or other
Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate, or modify,
any Contract, and where any of the foregoing would have a Material Adverse Effect.  PCB Arizona has not given to or received from
any other Person, at any time since its inception, any notice or other
communication (whether oral or written) regarding any actual, alleged, possible
or potential violation or breach of, or default under, any material
Contract.  Other than in the ordinary
course of business in connection with workouts and restructured loans, there
are no renegotiations of, attempts to renegotiate, or outstanding rights to
renegotiate any material amounts paid or payable to PCB Arizona under current
or completed Contracts with any Person and no such Person has made written
demand for such renegotiation.


Section 3.16         Insurance.  Schedule 3.16 lists and briefly describes the policies
of insurance (including bankers blanket bond and insurance providing benefits
for employees) owned or held by PCB Arizona. 
Each such policy is, and PCB Arizona will use its Best Efforts to keep
each such policy, in full force and effect (except for any expiring policy
which is replaced by coverage at least as extensive) until the Closing.  All premiums due on such policies have been
paid.


Section 3.17         Compliance
with Environmental Laws.  (a) There are no actions,
suits, investigations, liabilities, inquiries, Proceedings or Orders involving
PCB Arizona or any of its assets that are pending or, to the Knowledge of PCB
Arizona, Threatened, nor to the Knowledge of Bancorp or PCB Arizona is there
any factual basis for any of the foregoing, as a result of any failure of PCB
Arizona to comply (or the assertion of liability even if in compliance) with
any Legal Requirements designed to minimize, prevent, punish or remedy the
consequences of actions that damage or threaten the soil, land surface or
subsurface strata, surface waters (including navigable waters, oceans waters,
streams, ponds, drainage basins and wetlands), groundwaters, drinking water
supply, stream sediments, ambient air (including indoor air), plant and animal
life and any other environmental medium or natural resource, any of which would
have a Material Adverse Effect.


(b)           With respect to any
real estate owned (including other real estate owned) or leased by PCB Arizona
(collectively, “Bank Premises”), to the Knowledge
of PCB Arizona:  (i) no part of Bank
Premises has been used for the generation, manufacture, handling, storage or
disposal of Hazardous Substances (as defined below); (ii) except as
disclosed in Schedule 3.17, Bank Premises
do not contain an underground storage tank; and (iii) Bank Premises do not
contain and are not contaminated by any material quantity of a Hazardous
Substance from any source.  For purposes
of this Agreement, “Hazardous Substance”
has the meaning set forth in Section 9601 of the Comprehensive
Environmental Response Compensation and Liability Act of 1980, 42 U.S.C.A.,
§9601 et seq., and also 



 11
 









includes
any substance now or hereafter regulated by or subject to any Environmental
Laws (as defined below) and any other pollutant, contaminant or waste,
including, petroleum, asbestos, fiberglass, radon and polychlorinated
biphenyls.  For purposes of this
Agreement, “Environmental Laws” means all laws
(civil or common), ordinances, rules, regulations, guidelines and orders that:
(w) regulate air, water, soil and solid waste management, including the
generation, release, containment, storage, handling, transportation,
disposition or management of any Hazardous Substance; (x) regulate or prescribe
requirements for air, water or soil quality; (y) are intended to protect public
health or the environment; or (z) establish liability for the investigation,
removal or cleanup of, or damage caused by, any Hazardous Substance.


Section 3.18         Regulatory
Filings.  PCB Arizona has filed in a timely manner all
required filings with all bank Regulatory Authorities, including the FDIC and
the OCC, and with all securities regulatory agencies having jurisdiction over
PCB Arizona.  All such filings were
accurate and complete in all material respects as of the dates of the filings,
and no such filing has made any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading.


Section 3.19         Disclosure. No representation or warranty of PCB Arizona
in this Agreement omits to state a material fact necessary to make the
statements herein or therein, in light of the circumstances in which they were
made, not misleading.  No notice given
pursuant to Section 5.6 will contain any untrue statement or omit to state
a material fact necessary to make the statements therein or in this Agreement,
in light of the circumstances in which they were made, not misleading.  There is no fact known to PCB Arizona (other
than general economic or industry conditions) that would have a Material Adverse
Effect that has not been set forth in this Agreement.


Section 3.20         Brokers
and Finders.  Neither PCB Arizona nor any Person acting on
its behalf has employed any broker, agent or finder or incurred any liability
for any brokerage fees, agents’ commissions or finders’ fees in connection with
the transactions contemplated herein.


Section 3.21         Approval
Delays.  To the Knowledge of PCB Arizona, there is no
reason why the granting of any of the regulatory approvals referred to in
Section 6.1 would be denied or unduly delayed.


ARTICLE 4


REPRESENTATIONS AND
WARRANTIES OF BUYER


Buyer hereby represents and
warrants to Bancorp and PCB Arizona as follows:


Section 4.1            Authorization;
Enforceability.  Buyer has
the requisite power and authority to enter into and perform its obligations
under this Agreement and the execution, delivery and performance of this
Agreement by Buyer and the consummation by it of its obligations under this
Agreement, have been authorized by all necessary actions of any kind
whatsoever, and the execution, delivery and performance of this Agreement by
Buyer and the consummation by it of its obligations under this Agreement, will
be on or prior to the Closing Date duly authorized by all necessary actions of
any kind whatsoever.  This Agreement constitutes
a legal, valid and binding obligation of Buyer, enforceable in accordance with
its terms except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws and subject to general principles of
equity.


Section 4.2            No
Conflict.  Neither the execution nor the delivery of
this Agreement nor the consummation or performance of the Acquisition will,
directly or indirectly (with or without notice or lapse of time):  (a) contravene, conflict with, or result
in a violation of any provision of the articles of 



 12
 









organization or operating agreement of Buyer; (b) contravene,
conflict with or result in a violation of, or give any Regulatory Authority the
bona fide right to challenge the
Acquisition or to exercise any remedy or obtain any relief under, any Legal
Requirement or Order to which Buyer, or any of the assets owned or used by PCB
Arizona, may be subject, other than any of the foregoing that would be
satisfied by compliance with the provisions of Bank Holding Company Act of
1956, as amended (the “BHCA”); (c)
contravene, conflict with, or result in a violation or breach of any provision
of, or give any Person the valid right to declare a default or exercise any
remedy under, or to accelerate the maturity or performance of, or to cancel,
terminate, or modify, any Contract where the same would be reasonably expected
to have a material adverse effect upon Buyer; or (d) result in the
creation of any lien, charge or encumbrance upon or with respect to any of the
assets owned or used by Buyer.  Except as
set forth in Schedule 4.2, no consent of,
approval of, notice to or filing with any Regulatory Authorities having
jurisdiction over any aspect of the business or assets of Buyer, and no consent
of, approval of or notice to or filing with any Person, is required in
connection with the execution and delivery by Buyer of this Agreement or the
consummation by Buyer of the transactions contemplated hereby, except such
approvals of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC and the OCC that are required by
law or regulation to consummate the transactions contemplated by this
Agreement.


Section 4.3            Brokers
and Finders.  Neither Buyer nor any Person acting on its
behalf has employed any broker, agent or finder or incurred any liability for
any brokerage fees, agents’ commissions or finders’ fees in connection with the
transactions contemplated herein.


Section 4.4            Approval
Delays.  To the Knowledge of Buyer, there is no reason
why the granting of any of the regulatory approvals referred to in
Section 6.1 would be denied or unduly delayed.


ARTICLE 5


COVENANTS OF BANCORP AND
PCB ARIZONA


Section 5.1            Access
and Investigation.  PCB Arizona shall permit one experienced
banker, other than Ellsworth or Stevenson (the “Buyer
Designated Agent”), subject to a reasonable check on such Buyer
Designated Agent’s background and experience, to be on site at PCB Arizona
during the course of Buyer’s due diligence, subject to the execution of a
Confidentiality Agreement in form and substance agreeable to the parties.  Buyer shall provide Bancorp a list of due
diligence materials required, and Bancorp and PCB Arizona agree to cooperate in
providing such materials.  Buyer shall be
provided with all monthly board information for PCB Arizona.  Buyer and Buyer Designated Agent may, for
thirty (30) days following the date of this Agreement, make or cause to be made
such reasonable investigation of the operations, records and properties (including,
if applicable, environmental audit and subsurface testing of real property to
be performed at Buyer’s expense by independent environmental consultants
selected by Buyer) of PCB Arizona and of its financial and legal condition as
Buyer shall deem reasonably necessary or advisable to familiarize itself with
such records, properties and other matters; provided, that
such access or investigation shall not interfere unreasonably with the normal
operations of PCB Arizona, and shall be subject to a Confidentiality Agreement
in form and substance agreeable to the parties. 
The parties agree that on site due diligence during normal banking hours
will be limited to a confined and reasonable work space and unsupervised access
shall be limited as reasonably determined by the Chairman of Bancorp.  The parties further agree that neither
Ellsworth nor Stevenson will conduct on site due diligence at PCB Arizona
without the express written consent of the Chairman of Bancorp, which consent
shall not be unreasonably withheld, conditioned or delayed.  Upon request, Bancorp and PCB Arizona will
furnish Buyer or its representatives or agents, attorneys’ responses to
auditors’ requests for information regarding PCB Arizona, and such financial
and operating data and other information reasonably requested by Buyer (provided, with respect to attorneys, such disclosure would
not result in the waiver by PCB Arizona of any claim of attorney-client
privilege), and will permit Buyer, its representatives or agents to discuss
such information directly with any individual or firm performing 



 13
 









auditing or accounting functions for PCB Arizona, and such auditors and
accountants shall be directed to furnish copies of any reports or financial
information as developed to Buyer or its representatives or agents.  No investigation by Buyer or attendance by a
representative of Buyer at any board or committee meeting shall affect the
representations and warranties made by PCB Arizona in this Agreement.  This Section 5.1 shall not require the disclosure
of any information the disclosure of which to Buyer would be prohibited by law.


Section 5.2            Operations
of PCB Arizona — Covenants of PCB Arizona. Between the date of this Agreement and the
Closing Date, PCB Arizona will:


(a)           conduct
the business of PCB Arizona only in the ordinary course of business, pursuant
to existing policies and procedures, including (i) seeking new deposits and
originating new loans in accordance with historical and customary practices,
and (ii) providing a consistent level of service for all existing loans, including
construction loans (i.e., timely review and payment of construction loan
draws); provided, however, that PCB Arizona
agrees that it shall not hang the signage for PCB Arizona ordered prior to this
Agreement;


(b)           use its Best Efforts to preserve
intact the current business organization of PCB Arizona, keep available the
services of the current officers, employees and agents of PCB Arizona, and
maintain the relations and good will with suppliers, customers, landlords,
borrowers, creditors, employees, agents and others having business
relationships with PCB Arizona, and in
connection therewith, permit representatives of Buyer to participate in
meetings or discussions with such officers and employees of PCB Arizona in
connection with employment opportunities with Buyer after the Effective Time;


(c)           inform
Buyer concerning operational matters arising out of the ordinary course and of
a material nature;


(d)           enter
into loan transactions in accordance with sound credit practices and only on
terms and conditions which are not materially more favorable than those
available to the borrower from competitive sources in arm’s-length
transactions;


(e)           maintain
an adequate reserve for possible loan and lease losses, charge-off any loans or
leases that would be deemed uncollectible in accordance with any Legal
Requirements and place on non-accrual any loans or leases that are past due
greater than ninety days;


(f)            maintain
all of its assets necessary for the conduct of its business in good operating
condition and repair, reasonable wear and tear and damage by fire or
unavoidable casualty excepted, and maintain policies of insurance upon its
assets and with respect to the conduct of its business in amounts and kinds
comparable to that in effect on the date hereof and pay all premiums on such
policies when due;


(g)           file
in a timely manner all required filings with all Regulatory Authorities and
cause such filings to be true and correct in all material respects.


(h)           allow
a representative of Buyer to observe all loan committee meetings and other
discussions relating to loan approvals or modifications or reviews of existing
loans;


(i)            not
materially increase the annual level of compensation of any employee or
director, and not grant any unusual or extraordinary bonuses, benefits or other
forms of direct or indirect compensation to any employee, director or
consultant, except in amounts in keeping with past practice by formulas or
otherwise;



 14
 









(j)            not
materially increase, terminate, amend or otherwise modify any plan for the
benefit of employees;


(k)           not
issue any equity securities or options, warrants, rights or convertible
securities;


(l)            not
pay any dividends, redeem any securities, or otherwise cause assets of PCB
Arizona to be distributed to any of its shareholders except by way of
compensation to employees who are also shareholders within the limitations set
forth in paragraph (i) above;


(m)          not
borrow any funds, under existing credit lines or otherwise, except as
reasonably necessary for the ordinary operation of PCB Arizona’s business in a
manner, and in amounts, in keeping with historical practice;


(n)           maintain
its books, accounts and records in the usual, regular and ordinary manner, on a
basis consistent with prior years and comply with all Legal Requirements; and


(o)           otherwise
report periodically to Buyer concerning the status of the business, operations
and finances of PCB Arizona.


Section 5.3            Operations
of PCB Arizona — Covenants of Bancorp. 
Immediately prior to the Closing Date, Bancorp will either purchase
directly from PCB Arizona or make arrangements for the purchase of any loan on
the books of PCB Arizona originated after the execution of this Agreement not
desired by Buyer. Buyer shall provide to Bancorp a list of the loans not
desired five (5) Business Days prior to the Closing Date. Bancorp shall also
have the right to purchase any loan at PCB Arizona that is participated with
Bancorp or Bancorp’s affiliated entities.


Section 5.4            Negative
Covenant.  Except as otherwise expressly permitted by
this Agreement, between the date of this Agreement and the Closing Date,
neither Bancorp nor PCB Arizona will, without the prior written consent of
Buyer, take any affirmative action, or fail to take any reasonable action
within its control, as a result of which any of the changes or events listed in
Section 3.12 is likely to occur.


Section 5.5            Subsequent
Call Reports.  As soon as available after the date hereof,
PCB Arizona will furnish Buyer copies of the Call Report for each quarterly
period completed since inception and prior to the Closing, and all other
financial reports or statements submitted to Regulatory Authorities after the
date hereof, to the extent permitted by law (the “Subsequent
Call Reports”).  The
Subsequent Call Reports shall be prepared in accordance with all Legal
Requirements and generally accepted accounting practices applicable to
financial institutions consistently applied and shall fairly present in all
material respects the financial condition and results of operations for the
dates and periods presented.  The
Subsequent Call Reports will not include any material assets or omit to state
any material liabilities, absolute or contingent, or other facts, which
inclusion or omission would render such Call Reports misleading in any material
respect.


Section 5.6            Notice
of Changes.  Between the date of this Agreement and the
Closing Date, Bancorp and PCB Arizona will promptly notify Buyer in writing if
Bancorp or PCB Arizona becomes aware of any fact or condition that causes or
constitutes or may cause or constitute a breach of any of Bancorp’s or PCB
Arizona’s respective representations and warranties as of the date of this
Agreement, or if Bancorp or PCB Arizona becomes aware of the occurrence after
the date of this Agreement of any fact or condition that will or may cause or
constitute a breach of any such representation or warranty on the Closing Date
which would cause the failure of the satisfaction of the conditions to
Closing.  During 



 15
 









the
same period, Bancorp and PCB Arizona will promptly notify Buyer of the occurrence
of any breach of any covenant of Bancorp or PCB Arizona in this Article or of
the occurrence of any event that would reasonably be expected to make the
satisfaction of the conditions in Article 7 impossible or unlikely.


Section 5.7            Other
Offers.  Neither Bancorp nor PCB Arizona shall,
directly or indirectly, through any representative of either Bancorp, PCB
Arizona or otherwise, solicit or entertain offers from, negotiate with or in
any manner encourage, discuss, accept or consider any proposal of any other
person relating to the acquisition of the Acquired Shares (an “Acquisition Proposal”), or otherwise disclose any non-public
information or afford access to the properties, books or records of PCB Arizona
to any person or entity who has indicated an intention to make or has made an
Acquisition Proposal.


Section 5.8            Information
Provided to Buyer.  Bancorp and PCB Arizona shall comply with all
reasonable requests to provide Buyer with information necessary to complete the
requisite applications to be submitted to each relevant Regulatory Authority in
respect of the Acquisition set forth in Section 6.1 of this Agreement.  Bancorp and PCB Arizona agree that none of
the information concerning PCB Arizona which is provided or to be provided to
Buyer for inclusion or which is included in any documents to be filed with any
Regulatory Authority in connection with the Acquisition will, at the respective
times such documents are filed, be false or misleading with respect to any
material fact or omit to state any material fact necessary in order to make the
statements therein not misleading.


Section 5.9            Best
Efforts; Cooperation.  Bancorp and PCB Arizona agree to use their
Best Efforts to satisfy the various covenants and conditions to Closing in this
Article and Article 7, respectively, and to consummate the transactions
contemplated hereby as promptly as possible. 
Neither Bancorp nor PCB Arizona will intentionally take, permit to be
taken, or omit to take any action where such action or omission would be a breach
of the terms or provisions of this Agreement or that would cause any of its
respective representations or warranties contained herein to be or become
untrue.  Between the date of this
Agreement and the Closing Date, each of Bancorp and PCB Arizona will, and will
cause its respective Affiliates to, cooperate with Buyer with respect to all
filings that Buyer is required by Legal Requirements to make in connection with
the Acquisition.


Section 5.10         Non-Competition.  Upon
the Closing of the Acquisition, Bancorp agrees that for a period of three years
after the Closing, neither Bancorp nor an Affiliate of Bancorp shall open or
operate an office that accepts deposits within a thirty (30) mile radius of PCB
Arizona’s head office in Mesa, Arizona. 
Bancorp and its Affiliates will be permitted to conduct loan business
within the state of Arizona.


ARTICLE 6


COVENANTS OF BUYER


Section 6.1            Regulatory
Approvals.  As promptly as reasonably practicable after
the date of this Agreement, Buyer will make or cause to be made all filings
required by Legal Requirements to be made to consummate the Acquisition
(including all filings with the Federal Reserve, the OCC and the FDIC, as
applicable).  Assuming that there exists
no Legal Requirement to make any filing under the BHCA in respect of the
Acquisition, Buyer shall use its Best Efforts to make or cause to be made such
regulatory filings within twenty (20) Business Days of the date of this
Agreement.  Buyer shall use its Best
Efforts to pursue all necessary regulatory approvals and make full and complete
filings. In the event that a filing is required under the BHCA, Buyer shall
make such filing within sixty (60) days of the date of this Agreement.  Copies of all applications and notices
submitted to a Regulatory Authority shall be provided to Bancorp’s legal
counsel within three (3) Business Days of the filing.  In addition, Buyer shall provide to Bancorp’s
legal counsel all communication received from any Regulatory Authority 



 16
 









concerning the Acquisition within three (3) Business Days of receipt of
same by Buyer or its representatives.


Section 6.2            Best
Efforts.  Buyer agrees to use its Best Efforts to
satisfy the covenants and the various conditions to Closing in this Article and
Article 8, respectively, and to consummate the transactions contemplated
hereby as promptly as possible.  Buyer
will not intentionally take or intentionally permit to be taken any action that
would be in breach of the terms or provisions of this Agreement or that would
cause any of its respective representations or warranties contained herein to
be or become untrue.


Section 6.3            Involvement
in Operations of PCB Arizona Prior to Closing. 
Prior to the Closing of the Acquisition:


(a)           Ellsworth
and Stevenson shall not have any role or responsibility with PCB Arizona and no
authority over any employees of PCB Arizona; provided,
however, that as soon as all regulatory approvals have been
obtained, other than any statutory waiting periods, Ellsworth and Stevenson
shall immediately assume respective roles, duties and responsibilities as
officers of PCB Arizona.  Subject to the
preceding sentence, Ellsworth and Stevenson shall not initiate contact with any
existing employees of PCB Arizona for any purpose relating to the Acquisition,
except as reasonably necessary for the conduct of due diligence and in the
furtherance of the Closing of the Acquisition and upon prior notice to PCB
Arizona;


(b)           On or before April 30, 2007, Buyer
shall identify those employees of PCB Arizona that shall no longer be needed at
PCB Arizona after the Closing of the Acquisition;


(c)           Buyer
agrees that it will assume the liability related to the real property lease for
PCB Arizona’s facilities in Arizona and shall assume all liabilities related to
existing contracts and leases for PCB Arizona with the following
exception.  Buyer shall cooperate with
PCB Arizona for any consents required related to this Transaction. Within a
reasonable period of time, but no more than sixty (60) days after the Closing of
the Acquisition, PCB Arizona shall convert all data processing and item
processing services from Bancorp or its Affiliates to a third party chosen by
Buyer.  Buyer shall provide to PCB
Arizona satisfactory prior notice of the conversion and also the new service to
be utilized by PCB Arizona after the Closing of the Acquisition.  From the Closing Date to such conversion
date, PCB Arizona shall pay data processing, item processing and conversion
costs consistent with its current cost structure; provided,
however, that neither Bancorp nor its Affiliates shall charge PCB
Arizona for any management related services after the Closing of the
Acquisition;


(d)           Within ten (10) days following the Closing, Buyer
shall file or cause to be filed all requisite notices and applications with all
relevant Regulatory Authorities to change the name of PCB Arizona to a name that does not include the word “Premier”;


(e)           Buyer
will take all steps necessary for PCB Arizona to have any and all insurance
required by the Regulatory Authorities in place as of the Closing of the
Acquisition.  Buyer agrees that upon the
Closing of the Acquisition, Bancorp shall have no further responsibility
related to any insurance coverage for PCB Arizona its directors, officers and
employees, with the exception of (i) any health insurance coverage applicable
to claims arising prior to the Closing, and (ii) appropriate errors and
omissions tail coverage applicable to errors and omissions occurring prior to
Closing; and


(f)            Buyer,
at least five (5) Business Days prior to the Closing, shall submit to Bancorp a
list of loans on the books of PCB Arizona originated after the execution of
this Agreement that Buyer has elected not to retain in PCB Arizona’s loan
portfolio following the Closing.



 17















ARTICLE 7


CONDITIONS PRECEDENT TO
OBLIGATIONS  OF BUYER


The obligation of Buyer to consummate the
Acquisition and to take the other actions required to be taken by them at the
Closing are subject to the satisfaction, at or prior to the Closing, of each of
the following conditions (any of which may be waived by Buyer, in whole or in
part):


Section 7.1            Due
Diligence.  Buyer shall have been granted access to PCB
Arizona for purposes of completing its due diligence, pursuant to Section 5.1
of this Agreement, and shall have completed its due diligence review of PCB
Arizona to its satisfaction.


Section 7.2            Accuracy
of Representations and Warranties.  All of the representations and warranties
of  Bancorp and PCB Arizona set forth in
this Agreement shall be true and correct in all material respects with the same
force and effect as if all of such representations and warranties were made at
the Closing Date, provided, however, that to the
extent such representations and warranties expressly relate to an earlier date,
such representations shall be true and correct in all material respects on and
as of such earlier date, and provided further,
that to the extent that such representations and warranties are made in this
Agreement subject to a standard of materiality or Knowledge, such
representations and warranties shall be true and correct in all respects.


Section 7.3            Bancorp’s
and PCB Arizona’s Performance.  Each of Bancorp and PCB Arizona
shall have performed or complied in all material respects with all of the
covenants and obligations to be performed or complied with by it under the
terms of this Agreement on or prior to the Closing Date, provided,
however, that to the extent performance and compliance with such
covenants and obligations are subject in this Agreement to a standard of
materiality, Bancorp and PCB Arizona shall have performed and complied in all
respects with such covenants and obligations.


Section 7.4            Documents
Satisfactory.  All proceedings, corporate or other, to be
taken by Bancorp and PCB Arizona in connection with the Acquisition, and all
documents incident thereto, shall be reasonably satisfactory in form and
substance to Buyer and its counsel, and Bancorp and PCB Arizona shall have made
available to Buyer for examination the originals or true and correct copies of
all records and documents relating to the business and affairs of PCB Arizona
which Buyer may reasonably request in connection with said transactions.


Section 7.5            No
Proceedings.  Since the date of this Agreement, there must
not have been commenced or Threatened against PCB Arizona or Buyer, or against
any of their respective Affiliates, any Proceeding:  (a) involving any challenge to, or
seeking damages or other relief in connection with, the Acquisition; or
(b) that would reasonably be expected to have the effect of preventing,
delaying, making illegal or otherwise interfering with the Acquisition; or
(c) that would reasonably be expected to have a Material Adverse Effect on
the financial condition or operations of PCB Arizona.


Section 7.6            No Claim Regarding Stock
Ownership or Sale Proceeds.  There must not have been made or Threatened
by any Person any bona fide claim asserting that
such Person:  (a) is the holder or
the beneficial owner of, or has the right to acquire or to obtain beneficial
ownership of, any stock of, or any other voting, equity or ownership interest
in, PCB Arizona; or (b) is entitled to all or any portion of the
consideration payable under the terms of this Agreement for the Acquired
Shares.


Section 7.7            Absence
of Material Adverse Changes.  From the date hereof to the
Closing, there shall be and have been no occurrence or any failure of an
expected occurrence to occur that would have a Material Adverse Effect.



 18
 









Section 7.8            Consents
and Approvals.  Any
consents or approvals required to be secured by either party by the terms of
this Agreement or otherwise reasonably necessary in the opinion of Buyer
to consummate the Acquisition, including all
necessary regulatory approvals, shall have been obtained and shall be
reasonably satisfactory to Buyer, and
all applicable waiting periods shall have expired.


Section 7.9            No
Injunction.  There is no Legal Requirement or any
injunction or other Order that has been adopted or issued, or has otherwise
become effective, since the date of this Agreement that prohibits the
consummation by Bancorp or PCB Arizona of the Acquisition, or materially
affects the ongoing operations of PCB Arizona.


Section 7.10         Agreement
Regarding Options.  The execution of agreements in the form of Exhibit A hereto between PCB Arizona and each holder of
options listed on Schedule 7.10
hereto.


Section 7.11         Ancillary
Agreements.  Concurrent with the execution of this
Agreement, Bancorp, PCB Arizona, Ellsworth and Stevenson shall have executed a
Severance Agreement and General Release (“Severance Agreement”)
a copy of which is attached as Exhibit B, and
Bancorp, PCB Arizona, Ellsworth and Stevenson shall have executed an Amended
and Restated Stockholders Agreement (“Amended Stockholders
Agreement”) a copy of which is attached as Exhibit C. (The Severance Agreement and Amended Stockholders
Agreement are the “Ancillary Agreements”).


ARTICLE 8


CONDITIONS PRECEDENT TO
OBLIGATIONS OF BANCORP AND PCB ARIZONA


Bancorp’s and PCB Arizona’s respective obligation to consummate the Acquisition
and to take the other actions required to be taken by them at the Closing are
subject to the satisfaction, at or prior to the Closing, of each of the
following conditions (any of which may be waived by Bancorp or PCB Arizona, in
whole or in part):


Section 8.1            Accuracy of
Representations and Warranties. 
All of the representations and warranties of Buyer set forth in this
Agreement shall be true and correct in all material respects with the same
force and effect as if all of such representations and warranties were made at
the Closing Date, provided, however, that to the
extent such representations and warranties expressly relate to an earlier date,
such representations shall be true and correct in all material respects on and
as of such earlier date, and provided further,
that to the extent that such representations and warranties are made in this
Agreement subject to a standard of materiality or Knowledge, such
representations and warranties shall be true and correct in all respects.


Section 8.2            Buyer’s Performance.  Buyer shall have performed or complied in all
material respects with all of the covenants and obligations to be performed or
complied with by them, respectively, under the terms of this Agreement on or
prior to the Closing Date, provided, however,
that to the extent performance and compliance with such covenants and
obligations are subject in this Agreement to a standard of materiality, Buyer
shall have performed and complied in all respects with such covenants and
obligations.


Section 8.3            Documents
Satisfactory.  All proceedings, corporate or other, to be
taken by Buyer in connection with the Acquisition, and all documents incident
thereto, shall be reasonably satisfactory in form and substance to PCB Arizona
and its counsel.


Section 8.4            No
Injunction.  There is no Legal Requirement or any
injunction or other Order that has been adopted or issued, or has otherwise
become effective, since the date of this Agreement that prohibits the
consummation by Buyer of the Acquisition.



 19
 









Section 8.5            Evidence
of Sufficient Funding to Consummate the Acquisition.  The
parties agree that Buyer must raise the full Purchase Price to complete the
Acquisition.  On or before May 31, 2007,
Buyer shall have provided satisfactory evidence to Bancorp that it has raised
the funds necessary to consummate the Acquisition.  Such form of evidence will either be
sufficient funds placed in verifiable escrow at an FDIC-insured commercial bank
with shareholder equity in excess of $20 million or a firm commitment from a
reputable investment banking firm that is experienced with the acquisition of
commercial banking institutions.  In the
event Buyer is unable to provide such evidence by May 31, 2007, then, upon
payment of a non-refundable deposit of $150,000, payable by wire transfer to
Bancorp on May 31, 2007 (the “First Extension Deposit”),
Buyer shall have until June 30, 2007 to provide such evidence.  In the event Buyer is unable to provide such
evidence by June 30, 2007, then, upon payment of an additional non-refundable
deposit of $150,000, payable by wire transfer to Bancorp on June 30, 2007 (the “Second Extension Deposit”), Buyer shall have until July 31,
2007 to provide such evidence.  The
parties agree that if Buyer shall have provided such evidence on or before May
31, 2007, then no deposits will be due. 
The parties further agree that the First Extension Deposit and the
Second Extension Deposit, if paid, shall be credited against the Purchase Price
at Closing.


Section 8.6            Ancillary
Agreements.  Ellsworth and Stevenson shall each have
executed the Ancillary Agreements.


Section 8.7            Regulatory Applications.
Buyer shall have filed the necessary applications as required and within the
time frames required under Section 6.1 and shall utilize its Best Efforts to
timely obtain the necessary regulatory approvals in order to timely consummate
the Acquisition.


ARTICLE 9


TERMINATION


Section 9.1            Reasons
for Termination and Abandonment.  This Agreement may, by prompt written notice
given to the other party prior to or at the Closing, be terminated:


(a)           by
mutual consent of the board of directors or managers, as applicable, of each of
Bancorp, PCB Arizona and Buyer;


(b)           by
Bancorp or PCB Arizona if:  (i) a
breach of any provision of this Agreement has been committed by Buyer;
(ii) such breach has not been waived in writing by Bancorp;
(iii) such breach has had, or would reasonably be expected to have, a
materially adverse change in the benefits to Bancorp under this Agreement and
the Acquisition, and (iv) such breach has not been cured within thirty days
following the date that Bancorp has provided Buyer with notice of such breach, provided, however, that the condition set forth in clause
(iii) of this paragraph need not be satisfied to terminate this Agreement if
such breach was the result of any intentional or grossly negligent action,
failure to act or misrepresentation of or by Buyer, Ellsworth or Stevenson, or
if the breach relates to Buyer’s failure to pay the full amount of the Purchase
Price payable to Bancorp pursuant to the terms of this Agreement;


(c)           by
Buyer if:  (i) a breach of any
provision of this Agreement has been committed by Bancorp or PCB Arizona;
(ii) such breach has not been waived in writing by Buyer; (iii) such
breach has had, or would reasonably be expected to have, a materially adverse
change in the benefits to Buyer, Ellsworth or Stevenson under this Agreement
and the Acquisition, and (iv) such breach has not been cured within thirty days
following the date that Buyer has provided Bancorp or PCB Arizona with notice
of such breach provided, however, that the
condition set forth in clause (iii) of this paragraph need not be satisfied to
terminate this Agreement if such breach was the result of any intentional or
grossly negligent action, failure to act or misrepresentation of or by Bancorp
or PCB Arizona;



 20
 









(d)           by
Buyer if:  (i) any of the conditions
in Article 7 has not been satisfied, or satisfaction of such a condition
is or becomes impossible, as of the Closing Date; (ii) such condition has
not been waived in writing by Buyer; and (iii) the failure of such
condition has had, or would reasonably be expected to have, a Material Adverse
Effect with respect to the benefits to Buyer under this Agreement and the
Acquisition, provided, however, that the
contingency set forth in clause (iii) of this paragraph need not be satisfied
to terminate this Agreement if the failure of such condition was the result of
any intentional or grossly negligent action, failure to act or
misrepresentation of or by Bancorp or PCB Arizona;


(e)           by
Bancorp or PCB Arizona if:  (i) any
of the conditions in Article 8 has not been satisfied within the time
frames specified, or satisfaction of such a condition is or becomes impossible,
as of the Closing Date; (ii) such condition has not been waived in writing
by Bancorp; and (iii) the failure of such condition has had, or would
reasonably be expected to have, a Material Adverse Effect with respect to the
benefits to Bancorp under this Agreement and the Acquisition, provided, however, that the contingency set forth in clause
(iii) of this paragraph need not be satisfied to terminate this Agreement if
the failure of such condition was the result of any intentional or grossly
negligent action, failure to act or misrepresentation of or by Buyer, Ellsworth
or Stevenson; or


(f)            by
either Buyer or Bancorp if the Closing has not occurred (other than: (i)
through the failure of any party seeking to terminate this Agreement to comply
fully with its obligations under this Agreement; or (ii) as a result of
unexpected delays in obtaining the necessary regulatory approvals in connection
with the Acquisition, if such delays are not the result of any intentional or
grossly negligent action by any party) on or before August 1, 2007.


Section 9.2            Effect
of Termination.  Each party’s right of termination under
Section 9.1 is in addition to any other rights it may have under this
Agreement or otherwise, and the exercise of a right of termination will not be
an election of remedies.  If this
Agreement is terminated pursuant to Section 9.1, all further obligations
of the parties under this Agreement will terminate, except that the obligations
in Sections 10.7 and 10.11 will survive; provided,
however, that if this Agreement is
terminated by a party because of the breach of the Agreement by the other party
or because one or more of the conditions to the terminating party’s obligations
under this Agreement is not satisfied as a result of the other party’s failure
to comply with its obligations under this Agreement, the terminating party’s
right to pursue all legal remedies will survive such termination unimpaired.


ARTICLE 10


MISCELLANEOUS


Section 10.1         Non-Disparagement. 
Bancorp and PCB Arizona agree that they will not (and their respective
officers, directors, employees, agents, and representatives will not) disparage
Buyer, Ellsworth and Stevenson, and Buyer, Ellsworth and Stevenson agree that
they will not (and Buyer’s officers, directors, managers, members, employees,
agents, and representatives will not) disparage Bancorp or PCB Arizona,
regardless of whether the Acquisition is consummated or is terminated.


Section 10.2         Taxes
and Related Matters.  None of the parties makes any representations
to any other party concerning the tax treatment related to the Acquisition.


Section 10.3         Governing
Law.  All questions concerning the construction,
validity and interpretation of this Agreement, and the performance of the
obligations imposed by this Agreement shall be governed by the internal laws of
the State of Arizona without regard to conflicts of laws principles.



 21
 









Section 10.4         Assignments,
Successors and No Third Party Rights. 
No party may
assign any of its rights under this Agreement to any other Person without the
prior written consent of the other parties, which consent shall not be unreasonably
withheld, conditioned or delayed, provided, however,
that Buyer may assign its rights under this Agreement to any Affiliate of Buyer
without the consent of Bancorp or PCB Arizona so long as Buyer continues to
guarantee unconditionally the performance of all of its covenants set forth in
this Agreement.  Subject to the preceding
sentence, this Agreement and every representation, warranty, covenant,
agreement and provision hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
Nothing expressed or referred to in this Agreement will be construed to give
any Person other than the parties to this Agreement any legal or equitable
right, remedy or claim under or with respect to this Agreement or any provision
of this Agreement.  This Agreement and
all of its provisions and conditions are for the sole and exclusive benefit of
the parties to this Agreement and their successors and assigns.


Section 10.5         Waiver.
The rights and
remedies of the parties to this Agreement are cumulative and not
alternative.  Neither the failure nor any
delay by any party in exercising any right, power or privilege under this
Agreement or the documents referred to in this Agreement will operate as a
waiver of such right, power or privilege, and no single or partial exercise of
any such right, power or privilege will preclude any other or further exercise
of such right, power or privilege or the exercise of any other right, power or
privilege.  To the maximum extent
permitted by applicable law:  (a) no
claim or right arising out of this Agreement or the documents referred to in
this Agreement can be discharged by one party, in whole or in part, by a waiver
or renunciation of the claim or right unless in writing signed by the other
party; (b) no waiver that may be given by a party will be applicable
except in the specific instance for which it is given; and (c) no notice
to or demand on one party will be deemed to be a waiver of any obligation of
such party or of the right of the party giving such notice or demand to take
further action without notice or demand as provided in this Agreement or the
documents referred to in this Agreement.


Section 10.6         Modification.  This Agreement may only be amended by a written agreement executed by
all parties hereto.


Section 10.7         Expenses.  Except as otherwise expressly provided in this Agreement, each party to
this Agreement will bear its respective expenses incurred in connection with
the preparation, execution, and performance of this Agreement and the
Acquisition, including all fees and expenses of agents, representatives,
counsel, and accountants.  In the event
of termination of this Agreement, the obligation of each party to pay its own
expenses will be subject to any rights of such party arising from a breach of
this Agreement by the other party.


Section 10.8         Publicity.  Prior
to the Closing Date and except as required by law, the parties hereto will
consult with each other before issuing any press releases or otherwise making
any public statements with respect to this Agreement or the Acquisition and
shall not issue any such press release or make any such public statement
without the prior consent of the other party, which consent shall not be
unreasonably withheld. Notwithstanding, Bancorp shall be authorized to make all
necessary regulatory filings related to the transaction without consulting
Buyer including the filings of Form 8K’s and Form 10K’s regarding the Agreement
and the transactions contemplated by the Agreement. PCB Arizona and
Buyer will consult with each other concerning the means by which PCB Arizona’s
employees, customers and suppliers and others having dealings with PCB Arizona
will be informed of the Acquisition..


Section 10.9         Indemnification.


(a)           From
and after the Closing, Bancorp shall defend, indemnify and hold harmless the
Buyer (and any officers, directors, managers, members, employees, agents,
representatives and advisors of Buyer, as the case may be), for, from and
against any Damages arising out of, relating to or resulting from:  (i) any inaccuracy in or breach of any
representation or warranty made by either Bancorp 



 22
 









or PCB Arizona in this Agreement, or (ii) the failure of either Bancorp
or PCB Arizona to perform or observe fully any covenant, agreement or provision
to be performed or observed by it pursuant to this Agreement.  For purposes of this Agreement, “Damages”
shall mean any and all losses, liabilities, costs, expenses, damages or
judgments of any kind or nature whatsoever (including without limitation
reasonable attorneys’, accountants’ and experts’ fees, disbursements of
counsel, and other costs and expenses incurred pursuing or defending any
arbitration under Section 10.10 of this Agreement).





(b)           From
and after the Closing, Buyer shall defend, indemnify and hold harmless Bancorp
(and any officers, directors, employees, agents, representatives and advisors
of Bancorp, as the case may be), for, from and against any Damages arising out
of or resulting from:  (i) any inaccuracy
in or breach of any representation or warranty made by Buyer in this Agreement;
or (ii) the failure by Buyer to perform or observe any covenant, agreement or
condition to be performed or observed by it pursuant to this Agreement.


(c)           Neither
Ellsworth or Stevenson, nor their respective communities, shall have any
personal liability under Section 10.9(b) of this Agreement unless the Damages
referred to therein are determined to be the result of any intentional or
grossly negligent action on the part of either Ellsworth or Stevenson.


Section 10.10       Dispute
Resolution; Arbitration.


(a)           Dispute
Resolution.  Unless otherwise
specifically provided for herein, all disputes, controversies, claims or
disagreements arising out of or relating to this Agreement (singularly, a “Dispute”, and collectively, “Disputes”)
shall be resolved in the following manner:


(i)            first, within 10
days after the receipt of notice of a Dispute by one party to the other, the
parties shall negotiate in good faith for a period of 15 days in an effort to
resolve the Dispute;


(ii)           second, if the
parties are unable to resolve the Dispute within such 15 day period, they shall
retain a mutually acceptable American Arbitration Association mediator to
assist them in resolving the Dispute within 10 additional days. If the Dispute
is not resolved within such 10 day period, subsection (iii) below shall
apply.  The expenses of the mediator
shall be borne equally;


(iii)          third, if the
parties are still unable to resolve the Dispute within periods provided above,
the parties shall resolve the Dispute in accordance with the procedures set
forth in Section 10.10(b); and


(b)           Legal Proceedings
and Arbitration.  Except as otherwise
expressly provided in this Agreement, any Dispute arising out of or relating to
this Agreement not resolved pursuant to Section 10.10(a) above shall be
resolved by arbitration, conducted as follows:


(i)            each party shall be
entitled to serve upon the other party written notice of its desire to settle
the matter by arbitration.  Within 10
days after receipt by the other party of such notice, each party shall appoint
an arbitrator and within 10 days of their appointment the two arbitrators so
chosen shall nominate a third arbitrator. 
If within such 10 day period the two arbitrators fail to nominate the
third arbitrator, upon written request of either party, the third arbitrator
shall be appointed by the person designated to perform such function by the
Commercial Dispute Panel of the Phoenix Arizona Chapter of the American
Arbitration Association and both parties shall be bound by the appointment so
made.  If either party shall fail to
appoint an arbitrator as required under this Section 10.10(b)(i), the
arbitrator appointed by the other party shall be the sole arbitrator of the
matter.  Any 



 23
 









arbitrator
appointed by a party shall be appointed in good faith and shall not be, nor
have been, employed or retained by either of the parties other than in the
capacity of an arbitrator.  All
arbitrators appointed to serve shall be sworn fairly and impartially to perform
their duties as such.  The parties, and
their appointed arbitrators, shall use their best efforts to avoid nominating a
third arbitrator who may be biased or whose appointment may present a conflict
of interest.  If an arbitrator dies,
becomes disabled, retires, withdraws or is disqualified as a result of a
conflict of interest, then a replacement arbitrator shall be appointed in
accordance with the provisions of this Section 10.10(b)(i).  In the event a Dispute arises with respect to
the arbitration provisions referred to in this Section 10.10(b), including,
without limitation, any Dispute as to the qualifications of an arbitrator,
including the existence of a conflict of interest, then such Dispute shall be
resolved in accordance with the Expedited Procedure provisions of the
Commercial Arbitration Rules of the American Arbitration Association as in
effect on the date hereof;


(ii)           within 10 days
after the appointment of the arbitrators (or such single arbitrator), the
arbitrators (or such single arbitrator) shall schedule a pre-hearing conference
to resolve procedural matters, arrange for the exchange of information, obtain
stipulations, clarify the remedy or relief sought, narrow the issues and review
proposed discovery schedules of the parties. 
The arbitrators (or such single arbitrator) shall have the discretion to
order a pre-hearing exchange of information by the parties, including, without
limitation, production of requested documents, exchange of summaries of
testimony of proposed witnesses, and examination by deposition of the parties
and non-party witnesses.  The scope and
the duration of discovery shall be within the sole discretion of the
arbitrators (or such single arbitrator) but in no event shall the period of
discovery (the “Discovery Period”) extend beyond
the date which is 15 days after the pre-hearing conference.  This discretion shall be exercised so as to
limit the scope of discovery to the amount of discovery which the arbitrators
(or such single arbitrator) determine to be reasonable under the
circumstances.  Disputes as to discovery
or pre-hearing matters of a procedural nature shall be promptly submitted to
the arbitrators (or such single arbitrator) pursuant to a telephone conference
call, and the arbitrators (or such single arbitrator) shall endeavor to render
a ruling on such matters at the time of the telephone conference call, but in
no event more than 5 days thereafter;


(iii)          within 10 days
after the expiration of the Discovery Period, the arbitrators (or such single
arbitrator) shall commence the arbitration and shall conclude the same within
20 days following such commencement (the “Presentation Period”).  To that end, the arbitrators (or such single
arbitrator) will make every effort to conduct the arbitration on consecutive business
days to conclusion.  The parties may
present such evidence as would be permitted by the Federal Rules of Evidence
(as determined by the arbitrators (or such single arbitrator)) and shall
endeavor to produce such evidence as the arbitrators (or such single
arbitrator) may deem necessary to an understanding and determination of the
Dispute;


(iv)          each party shall,
during the Presentation Period, set forth in writing and deliver to the
arbitrator or arbitrators selected pursuant to the provisions of this Section
10.10(b) its position with respect to the Dispute, and the arbitrator shall
have the authority only to rule in favor of the stated position of one of the
parties, with no compromises or alternative solutions permitted;


(v)           the decision of the
arbitrator or arbitrators shall be made within 20 days of the close of the
hearing in respect of the arbitration (or such longer time as may be agreed to,
if necessary, which agreement shall not be unreasonably withheld) and the
decision of the arbitrator or a majority of the panel, as applicable, when
reduced to writing and signed by the arbitrator or a majority of the
arbitrators, if more than one, shall be final, conclusive and binding upon the
parties hereto, and may be enforced in any court having jurisdiction, and shall
be subject to challenge only on the grounds that: (1) the decision was procured
by corruption, fraud or other undue means; or (2) the arbitrators (or such
single arbitrator) knowingly and willfully failed to apply the provisions of
this arbitration provision and/or the applicable substantive laws;



 24
 









(vi)          the arbitration
shall be held in the City of Phoenix, Arizona and shall be conducted in the
English language and, except for those procedures specifically set forth in
this section 10.10(b), shall be conducted in accordance with the Commercial
Arbitration Rules of the American Arbitration Association as in effect on the
date hereof; and


(vii)         the arbitrators (or
such single arbitrator) shall determine the proportion of the expenses of such
arbitration which each party shall bear; provided, however, that each party
shall be responsible for its own legal fees.


(c)           Notwithstanding
anything contained in this Section 10.10, any of parties hereto shall be
entitled to: (1) commence legal proceedings (in which case the provisions of
Section 10.3 of the Agreement regarding governing law shall govern and
jurisdiction shall be either in the Federal District Court in Phoenix, Arizona
or the Maricopa County Superior Court) seeking such mandatory, declaratory or
injunctive relief as may be necessary to define or protect the rights and
enforce the obligations contained herein pending the settlement of a Dispute in
accordance with the arbitration procedures set forth in this Section 10.10(b);
(2) commence legal proceedings in one or the other of the jurisdictions set
forth above involving the enforcement of an arbitration decision or award or
judgment arising out of this Agreement; or (3) join any arbitration or legal
proceeding arising out of this Agreement with any other arbitration proceeding
arising out of this Agreement to the extent that the arbitrators determine that
such arbitration proceedings should be joined.


Section 10.11       Confidentiality. 
Between the date of this Agreement and the Closing Date, the parties,
Ellsworth and Stevenson will maintain in confidence, and will cause the
directors, officers, managers, members, employees, agents and advisors of
Bancorp, Buyer and PCB Arizona, as applicable, to maintain in confidence, and
not use to the detriment of another party any written, oral or other
information obtained in confidence from another party in connection with this
Agreement or the Acquisition, unless: 
(a) such information is already known to such party or to others
not bound by a duty of confidentiality or such information becomes publicly
available through no fault of such party; (b) the use of such information
is necessary or appropriate in making any filing or obtaining any consent or
approval required for the consummation of the Acquisition; or (c) the
furnishing or use of such information is required by or necessary or
appropriate in connection with any Proceedings. 
If the Acquisition is not consummated, each party will return or destroy
as much of such written information as the other party may reasonably
request.  The confidential information of
any party will be used solely for the purpose of evaluating the contemplated
Acquisition, and will be used for no other purpose.  Unless otherwise requested by Bancorp or PCB
Arizona, in the event this Agreement is terminated, Ellsworth and Stevenson
shall return to Bancorp all proprietary information related to Bancorp and PCB
Arizona, including but not limited to all policies and procedures and all
strategic documents related to PCB Arizona’s business plan or the plans of
Bancorp.


Section 10.12       Notices.  All notices, consents, waivers and other communications under this
Agreement must be in writing (which shall include telecopier communication) and
will be deemed to have been duly given if delivered by hand or by nationally
recognized overnight delivery service (receipt requested), mailed by certified
mail (return receipt requested) with first class postage prepaid or telecopied
if confirmed immediately thereafter by also mailing a copy of any notice,
request or other communication by mail as required in this Section 10.12:



 25
 









 




	
  (a)

  	
   

  	
  If to Buyer, to:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Steven Ellsworth

  	
   

  	
  And

  	
   

  	
  c/o Kevin Stevenson

  
	
   

  	
   

  	
  3446 E. Downing
  Street

  	
   

  	
   

  	
   

  	
  686 E. Vermont Dr.

  
	
   

  	
   

  	
  Mesa, AZ 85213

  	
   

  	
   

  	
   

  	
  Gilbert, AZ 85296

  
	
   

  	
   

  	
  Telephone: (480)
  678-7447

  	
   

  	
   

  	
   

  	
  Telephone: (480) 239-7676

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  with copies to:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Squire, Sanders
  & Dempsey, L.L.P.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  40 N. Central
  Avenue, Suite 2700

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Phoenix, AZ
  85004

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:
  Norman C. Storey

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone: (602)
  528-4020

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:(602) 253-8129

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  if to Bancorp or PCB Arizona, to:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Premier
  Commercial Bancorp

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2400 E. Katella,
  Suite 200

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Anaheim, CA
  92806

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:
  Kenneth Cosgrove, Chairman

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone: (714) 978-2400

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile: (714) 221-7234

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  with copies to:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Gary Steven
  Findley and Associates

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1470 N. Hundley

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Anaheim, CA
  92806

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Gary
  Steven Findley

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone: (714) 630-7136

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile: (714) 630-7910

  	
   

  	
   

  	
   

  	
   

  






 


or to such other Person or place as the parties shall furnish to each
other in writing.  Except as otherwise
provided herein, all such notices, consents, waivers and other communications
shall be effective:  (a) if
delivered by hand, when delivered; (b) if mailed in the manner provided in
this Section 10.12, five (5) Business Days after deposit with the United States
Postal Service; (c) if delivered by overnight express delivery service, on
the next Business Day after deposit with such service; and (d) if by
facsimile, on the next Business Day upon receipt of electronic confirmation.


Section 10.13       Entire
Agreement.  This Agreement and any documents executed by
the parties pursuant to this Agreement and referred to herein constitute a
complete and exclusive statement of the entire understanding and agreement of
the parties hereto with respect to their subject matter and supersede all other
prior agreements and understandings, written or oral, relating to such subject
matter between the parties.


Section 10.14       Severability. 
Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision




 26
 









or the remaining provisions of this Agreement unless the consummation
of the Acquisition is adversely affected thereby.


Section 10.15       Further
Assurances.  The parties agree:  (a) to furnish upon request to each
other such further information; (b) to execute and deliver to each other
such other documents; and (c) to do such other acts and things, all as the
other party may reasonably request for the purpose of carrying out the intent
of this Agreement and the documents referred to in this Agreement.


Section 10.16       Counterparts;
Facsimiles.  This Agreement and any amendments thereto may
be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
agreement.  One or more counterparts of
this Agreement may be delivered via facsimile with the intention that they
shall have the same effect as original executed counterparts hereof.


Section 10.17       Survival.  None of the representations and
warranties set forth in this Agreement shall survive the Closing.



 27
 









IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first written above.


 


	
  PCBA ACQUISITION, LLC

  	
   

  	
  PREMIER COMMERCIAL BANCORP 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Steven Ellsworth

  	
   

  	
  By:

  	
   

  	
  /s/ Kenneth J. Cosgrove

  
	
  Name:

  	
   

  	
  Steven Ellsworth

  	
   

  	
   

  	
   

  	
  Kenneth J. Cosgrove

  
	
  Its:

  	
   

  	
  Manager

  	
   

  	
   

  	
   

  	
  Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PREMIER COMMERCIAL BANK ARIZONA, N.A. 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
  /s/ Kenneth J. Cosgrove

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kenneth J. Cosgrove

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chairman

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


ACKNOWLEDGED, AGREED
and ACCEPTED, as of the day and year first written above, for purposes of Sections 5.1, 6.3(a), 8.6, 9.1(b),
9.1(e), 10.1, 10.9(c), 10.10 and 10.11 only:


 


	
  /s/ Kevin Stevenson

  	
   

  	
   

  	
   

  	
  /s/ Steven Ellsworth

  
	
  Kevin
  Stevenson

  	
   

  	
   

  	
   

  	
  Steven
  Ellsworth

  



 



 28