Exhibit 10.1


 





 


	
   

  	
  August 25, 2009

  



 


CONFIDENTIAL


 


PacWest Bancorp


10250 Constellation Blvd,
Suite 1640


Los Angeles, CA 90067


 


Dear Sirs:


 


This letter (the “Agreement”)
constitutes the agreement between Rodman & Renshaw, LLC (“Rodman”
or the “Placement Agent”) and PacWest Bancorp (the “Company”),
that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable
best efforts” basis, in connection with the proposed placement, to close no
later than August 28, 2009 (the “Placement”), of registered
securities of the Company, consisting of shares (the “Shares”) of the
Company’s common stock, par value $0.01 per share (the “Common Stock”),
warrants to purchase shares of Common Stock (the “Warrants”) and the
shares of Common Stock issuable upon exercise of the Warrants (together with
the Shares and the Warrants, the “Securities”). The terms of such
Placement and the Securities shall be mutually agreed upon by the Company and
the purchasers (each, a “Purchaser” and, collectively, the “Purchasers”)
and Rodman shall not, and nothing herein implies that Rodman would, have the
power or authority to bind the Company or any Purchaser and the Company shall
not, and nothing herein implies that the Company would, have an obligation to
issue any Securities or complete the Placement. This Agreement and the
documents executed and delivered by the Company and the Purchasers in
connection with the Placement shall be collectively referred to herein as the “Transaction
Documents.”  The date of the closing
of the Placement shall be referred to herein as the “Closing Date.”  The Company expressly acknowledges and agrees
that Rodman’s obligations hereunder are on a reasonable best efforts basis only
and that the execution of this Agreement does not constitute a commitment by
Rodman to purchase the Securities and does not ensure the successful placement
of the Securities or any portion thereof.


 


SECTION 1.           COMPENSATION
AND OTHER FEES.


 


As compensation
for the services provided by Rodman hereunder, the Company agrees to pay to
Rodman:


 


(A)          The fees set forth below with respect
to the Placement:


 


1.              A cash fee payable immediately upon (but
only in the event of) the closing of the Placement and equal to 3% of the
aggregate gross proceeds raised in the Placement; provided, however,
that such fee shall be reduced to 1% with respect to any portion of such
aggregate gross proceeds received from investors identified by the Company.


 


2.              Additionally, a
cash fee payable within 48 hours after (but only in the event of) the receipt
by the Company of any proceeds from the exercise of the Warrants sold in the
Placement to Purchasers and otherwise in compliance with Financial Industry 


 


Rodman & Renshaw, LLC o 1251 Avenue of the Americas, 20th Floor, New York, NY 10020


Tel: 212 356 0500 o Fax: 212 581 5690 o www.rodm.com o Member: FINRA, SIPC


 

















 


Regulatory Authority (“FINRA”) Rule 5110 equal to 3% of the
aggregate cash exercise price received by the Company upon such exercise, if
any (the “Warrant Solicitation Fee”); provided, however,
that such fee shall be reduced to 1% with respect to any portion of such aggregate cash
exercise price received from investors identified by the Company; and
provided further that the Warrant Solicitation Fee shall be reduced (before any
reduction to the expense reimbursement to Rodman in Section B below) to
the extent (and only to the extent) that Rodman’s aggregate compensation for
the Placement, as determined under FINRA Rule 5110, would otherwise exceed
8%.  Such determination of the actual
Warrant Solicitation Fee shall be made promptly following completion of the
Placement and communicated in writing to the Company.


 


(B)           The Company also agrees to reimburse
Rodman’s reasonable travel and other out-of-pocket expenses, including the
reasonable fees and expenses of Rodman’s counsel, incurred by Rodman in
connection with its engagement hereunder (with supporting invoices/receipts in
reasonable detail) up to the lesser of $35,000 or 0.5% of the aggregate gross
proceeds raised in the Placement. Such reimbursement shall be payable
immediately upon (but only in the event of) the closing of the Placement.


 


SECTION 2.           REGISTRATION
STATEMENT.


 


The
Company represents and warrants to, and agrees with, the Placement Agent that:


 


(A)          The Company has filed
with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-3 (Registration File No. 333-159999)
under the Securities Act of 1933, as amended (the “Securities Act”),
which became effective on June 30, 2009, for the registration under the
Securities Act of the Securities. At the time of such filing, the Company met
the requirements of Form S-3 under the Securities Act.  Such registration statement meets the
requirements set forth in Rule 415(a)(1)(x) under the Securities Act
and complies with said Rule. The Company will file with the Commission pursuant
to Rule 424(b) under the Securities Act, and the rules and
regulations (the “Rules and Regulations”) of the Commission
promulgated thereunder, a supplement to the form of prospectus included in such
registration statement relating to the placement of the Securities and the plan
of distribution thereof.  Such
registration statement, including the exhibits thereto, as amended at the date
of this Agreement, is hereinafter called the “Registration Statement”;
such prospectus in the form in which it appears in the Registration Statement
is hereinafter called the “Base Prospectus”; and the supplemented form
of prospectus, in the form in which it will be filed with the Commission
pursuant to Rule 424(b) (including the Base Prospectus as so
supplemented) is hereinafter called the “Prospectus Supplement.” Any
reference in this Agreement to the Registration Statement, the Base Prospectus
or the Prospectus Supplement shall be deemed to refer to and include the
documents incorporated by reference therein (the “Incorporated Documents”)
pursuant to Item 12 of Form S-3, which were filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), on or before the
date of this Agreement, or the filing date of the Base Prospectus or the
Prospectus Supplement, as the case may be; and any reference in this Agreement
to the terms “amend,” “amendment” or “supplement” with respect to the
Registration Statement, the Base Prospectus or the Prospectus Supplement shall
be deemed to refer to and include the filing of any document under the Exchange
Act after the date of this Agreement, or the filing date of the Base Prospectus
or the Prospectus Supplement, as the case may be, deemed to be incorporated
therein by reference. All references in this Agreement to financial statements
and schedules and other information that is “contained,” “included,” “described,”
“referenced,” “set forth” or “stated” in the Registration Statement, the Base
Prospectus or the Prospectus Supplement (and all other references of like
import) shall be deemed to mean and include all such financial statements and
schedules and other information that is or is deemed to be incorporated by
reference in the Registration Statement, the Base Prospectus or the Prospectus
Supplement, as the case 


 


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may
be.  No stop order suspending the
effectiveness of the Registration Statement or the use of the Base Prospectus
or the Prospectus Supplement has been issued, and no proceeding for any such
purpose is pending or has been initiated or, to the Company’s actual knowledge,
is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the
meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the
preliminary prospectus, if any, together with the free writing prospectuses, if
any, used in connection with the Placement, including any documents
incorporated by reference therein.


 


(B)           The Registration Statement (and any
further documents to be filed with the Commission  in connection with the Placement) contains or
will contain, as applicable, all exhibits and schedules as required by the
Securities Act. Each of the Registration Statement and any post-effective
amendment thereto, at the time it became or becomes effective, complied or will
comply, as applicable, in all material respects with the Securities Act and the
Exchange Act and the applicable Rules and Regulations and did not and, as
amended or supplemented, if applicable, will not, contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The Base
Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement,
each as of its respective date, complied or will comply in all material
respects with the Securities Act and the Exchange Act and the applicable Rules and
Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any,
and the Prospectus Supplement, as amended or supplemented, did not and will not
contain as of the date thereof (or as of the “applicable time,” in the case of
the Time of Sale Prospectus) any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.  As used herein, the “applicable time” shall
mean 10:00 a.m. (Eastern time) on August 25, 2009.  The Incorporated Documents, when they were
filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the applicable Rules and Regulations,
and none of such documents, when they were filed with the Commission, contained
any untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein (with respect to Incorporated
Documents incorporated by reference in the Base Prospectus or Prospectus
Supplement), in light of the circumstances under which they were made, not
misleading; and any further documents so filed and incorporated by reference in
the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus
Supplement, when such documents are filed with the Commission, will conform in
all material respects to the requirements of the Exchange Act and the
applicable Rules and Regulations, as applicable, and will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. No post-effective amendment to the Registration
Statement reflecting any facts or events arising after the date thereof, which
represent, individually or in the aggregate, a fundamental change in the
information set forth therein is required to be filed with the Commission.  There are no documents required to be filed
with the Commission in connection with the transaction contemplated hereby that
(x) have not been filed as required pursuant to the Securities Act or (y) will
not be filed within the requisite time period. There are no contracts or other
documents required to be described in the Base Prospectus, the Time of Sale
Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or
schedules to the Registration Statement, that have not been or will not be
described or filed as required. Notwithstanding anything to the contrary
contained herein, the Company makes no representation or warranty as to
information contained in or omitted from the Registration Statement, the Base
Prospectus, the Time of Sale Prospectus, if any, Prospectus Supplement or any
free writing prospectus, including any amendments or supplements thereto, in
reliance upon, and in conformity with, information furnished in writing to the
Company by or on behalf of Rodman expressly for use in or preparation thereof.


 


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(C)           The Company is eligible to use free
writing prospectuses in connection with the Placement pursuant to Rules 164
and 433 under the Securities Act.  Any
free writing prospectus that the Company is required to file pursuant to Rule 433(d) under
the Securities Act in connection with the Placement has been, or will be, filed
with the Commission in accordance with the requirements of the Securities Act
and the applicable Rules and Regulations. 
Each free writing prospectus that the Company has filed, or is required
to file, pursuant to Rule 433(d) under the Securities Act or that was
prepared by or behalf of or used by the Company, in each case in connection
with the Placement, complies or will comply in all material respects with the
requirements of the Securities Act and the applicable Rules and
Regulations.  The Company will not,
without the prior consent of the Placement Agent, prepare, use or refer to, any
free writing prospectus in connection with the Placement.


 


(D)          The Company has delivered or made
available, or will as promptly as practicable deliver or made available, to the
Placement Agent complete conformed copies of the Registration Statement and of
each consent and certificate of experts, as applicable, filed as a part
thereof, and conformed copies of the Registration Statement (without exhibits),
the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus
Supplement, as amended or supplemented, in such quantities and at such places
as the Placement Agent reasonably requests. 
Neither the Company nor any of its directors and officers has
distributed and none of them will distribute, prior to the Closing Date, any
offering material in connection with the offering and sale of the Securities
other than the Base Prospectus, the Time of Sale Prospectus, if any, the
Prospectus Supplement, the Registration Statement, copies of the documents
incorporated by reference therein and any other materials permitted by the
Securities Act.


 


SECTION 3.           REPRESENTATIONS
AND WARRANTIES. The Company hereby makes to the Placement Agent the
representations and warranties set forth in Article III of the Securities
Purchase Agreement of even date herewith by and among the Company and the
Purchasers.


 


SECTION 4.           ENGAGEMENT
TERM.  Rodman’s engagement hereunder
will be for the period of 45 days. The engagement may be terminated by either
the Company or Rodman at any time upon five days’ written notice and, subject
to the delivery and satisfaction (or waiver) of all closing conditions in
connection with the Placement, will be terminated automatically on the Closing
Date. Notwithstanding anything to the contrary contained herein, the provisions
concerning confidentiality, indemnification and contribution contained herein
and the Company’s obligations contained in the indemnification provisions will
survive any expiration or termination of this Agreement, and the Company’s
obligation to pay fees actually earned and payable and to reimburse expenses
actually incurred and reimbursable pursuant to Section 1 hereof, will
survive any expiration or termination of this Agreement.  Rodman agrees not to use any confidential
information concerning the Company provided to them by the Company for any
purposes other than those contemplated under this Agreement.


 


SECTION 5.           RODMAN
INFORMATION.  The Company agrees that
any information or advice rendered by Rodman in connection with this engagement
is for the confidential use of the Company only in their evaluation of the
Placement and, except as otherwise required by law or the rules and
regulations of the NASDAQ Global Select Market (the “Trading Market”), the
Company will not disclose or otherwise refer to the advice or information in
any manner without Rodman’s prior written consent; except that the Company may
file this Agreement as an exhibit to, and disclose Rodman’s role as placement
agent pursuant to this Agreement in, its filings with the Commission.


 


SECTION 6.           NO
THIRD-PARTY BENEFICIARIES; FIDUCIARY RELATIONSHIP.  This Agreement does not create, and shall not
be construed as creating, rights enforceable by any person or entity not a
party hereto, except those entitled hereto by virtue of the indemnification
provisions hereof.  The Company
acknowledges and agrees that Rodman is not and shall not be construed as a
fiduciary of the Company and shall have no duties or liabilities to the equity
holders or the creditors of the Company or any other person (other than the
Company) by virtue of this Agreement or the retention of Rodman hereunder, all
of which are hereby expressly waived.


 


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SECTION 7.           CONDITIONS.  
The obligations of the Placement
Agent hereunder are subject to the accuracy in all material respects, when made
and on the Closing Date (unless as of a specified date therein), of the
representations and warranties of the Company contained herein, to the accuracy
of the statements of the Company made in any certificates delivered pursuant to
the provisions hereof, to the performance in all material respects of the
obligations of the Company hereunder required to be performed on or prior to
the Closing Date, and to each of the following additional terms and conditions:


 


(A)          No stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been initiated or threatened
by the Commission, and any request for additional information on the part of
the Commission (to be included in the Registration Statement, the Base
Prospectus or the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Placement Agent.


 


(B)           The Placement Agent shall not have
discovered and disclosed to the Company on or prior to the Closing Date that
the Registration Statement, the Base Prospectus or the Prospectus Supplement or
any amendment or supplement thereto contains an untrue statement of a fact
which, in the reasonable opinion of counsel for the Placement Agent, is
material or omits to state any fact which, in the reasonable opinion of such
counsel, is material and is required to be stated therein or is necessary to
make the statements therein, in the case of the Base Prospectus or the
Prospectus, in light of the circumstances under which they were made, not
misleading.


 


(C)           All corporate proceedings and other
legal matters incident to the authorization, form, execution, delivery and
validity of each of this Agreement, the Securities, the Registration Statement,
the Base Prospectus and the Prospectus Supplement and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall be
reasonably satisfactory in all material respects to counsel for the Placement
Agent, and the Company shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass upon such matters.


 


(D)          The Placement Agent shall have
received from each of outside counsel to the Company and the general counsel to
the Company a copy of such counsel’s written opinion, addressed to the
Purchasers dated as of the Closing Date.


 


(E)           Since the date of the latest audited
financial statements included or incorporated by reference in the Base
Prospectus,  (i) neither the Company nor
any of its subsidiaries shall have sustained any material loss or interference
with its business from fire, explosion, flood, terrorist act or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth in or
contemplated by the Base Prospectus and (ii) there shall not have been any
material change in the capital stock or material increase in the long-term debt
of the Company or any of its subsidiaries or any material adverse change, or
any development involving a prospective material adverse change, in or
affecting the business, assets, financial condition or results of operations of
the Company and its subsidiaries, taken as a whole, otherwise than as set forth
in or contemplated by the Base Prospectus, the effect of which, in any such
case described in clause (i) or (ii), is, in the reasonable and good faith
judgment of the Placement Agent, so material and adverse as to make it
impracticable or inadvisable to proceed with the sale or delivery of the
Securities on the terms and in the manner contemplated by the Base Prospectus,
the Time of Sale Prospectus, if any, and the Prospectus Supplement.


 


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(F)           The Common Stock is registered under
the Exchange Act and, as of the Closing Date, the Shares shall be listed and
admitted and authorized for trading on the Trading Market, and reasonably
satisfactory evidence of such actions shall have been provided to the Placement
Agent.  The Company shall have taken no
action designed to, or likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act or delisting or
suspending from trading the Common Stock from the Trading Market, nor has the
Company received any information suggesting that the Commission or the Trading
Market is contemplating terminating such registration or listing.


 


(G)           Subsequent to the execution and
delivery of this Agreement, there shall not have occurred any of the following:
(i) trading in securities generally on the Nasdaq Global Select Market,
the New York Stock Exchange or in the over-the-counter market, or trading in
any securities of the Company on any exchange or in the over-the-counter
market, shall have been suspended or minimum or maximum prices or maximum
ranges for prices shall have been established on any such exchange or such
market by the Commission, by such exchange or by any other regulatory body or
governmental authority having jurisdiction, (ii) a banking moratorium
shall have been declared by federal or California or New York authorities or a
material disruption shall have occurred in commercial banking or securities
settlement or clearance services in the United States, (iii) the United
States shall have become engaged in hostilities in which it is not currently
engaged or the subject of an act of terrorism, there shall have been an
escalation in hostilities involving the United States, or there shall have been
a declaration of a national emergency or war by the United States, or (iv) there
shall have occurred any other calamity or crisis or any change in general
economic, political or financial conditions in the United States or elsewhere,
if the effect of any such event in clause (iii) or (iv) makes it, in
the reasonable and good faith judgment of the Placement Agent, impracticable or
inadvisable to proceed with the sale or delivery of the Securities on the terms
and in the manner contemplated by the Base Prospectus, the Time of Sale
Prospectus, if any, and the Prospectus Supplement.


 


(H)          No action shall have been taken and no
statute, rule, regulation or order shall have been enacted, adopted or issued
by any governmental agency or body which would, as of the Closing Date, prevent
the issuance or sale of the Securities or reasonably be expected to materially
and adversely affect the business or operations of the Company; and no
injunction, restraining order or order of any other nature by any federal or
state court of competent jurisdiction shall have been issued as of the Closing
Date which would prevent the issuance or sale of the Securities or reasonably
be expected to materially and adversely affect the business or operations of
the Company.


 


(I)            The Company shall have entered into
one or more securities purchase agreements with each of the Purchasers and such
agreements shall be in full force and effect and shall contain representations
and warranties of the Company as agreed between the Company and the Purchasers.


 


(J)            FINRA shall have raised no objection
to the fairness and reasonableness of the terms and arrangements of this
Agreement.  In addition, the Company
shall, if requested by the Placement Agent, make or authorize Placement Agent’s
counsel to make on the Company’s behalf, an Issuer Filing with FINRA pursuant
to FINRA Rule 5110 with respect to the Registration Statement and pay all
filing fees required in connection therewith.


 


(K)          Prior to the Closing Date, the Company
shall have furnished to the Placement Agent such further information,
certificates and documents as the Placement Agent may reasonably request.


 


All
opinions, letters, evidence and certificates mentioned above or elsewhere in
this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to counsel for
the Placement Agent.


 


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SECTION 8.           INDEMNIFICATION.         (A)  To the extent permitted by
law, the Company will indemnify Rodman and its affiliates, stockholders,
directors, officers, employees and controlling persons (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) against all
losses, claims, damages, expenses and liabilities, as the same are incurred
(including the reasonable fees and expenses of counsel), relating to or arising
out of its activities hereunder or pursuant to this Agreement, except to the
extent that any losses, claims, damages, expenses or liabilities (or actions in
respect thereof) are found in a final judgment (not subject to appeal) by a
court of law to have resulted primarily from Rodman’s willful misconduct or
gross negligence in performing the services described herein or from information
contained in or omitted from the Registration Statement, the Base Prospectus,
the Time of Sale Prospectus, if any, or Prospectus Supplement, including any
amendments or supplements thereto, in reliance upon, and in conformity with,
information furnished in writing to the Company by or on behalf of Rodman
expressly for use in or preparation thereof (and Rodman shall repay to the Company any
reimbursements or other amounts paid hereunder to the extent they are
attributable thereto).


 


(B)           To the extent permitted by law,
Rodman will indemnify the Company and its affiliates, stockholders, directors,
officers, employees and controlling persons (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) against all
losses, claims, damages, expenses and liabilities, as the same are incurred
(including the reasonable fees and expenses of counsel), relating to or arising
out of information contained in or omitted from the Registration Statement,
the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus
Supplement, including any amendments or supplements thereto, in reliance upon,
and in conformity with, information furnished in writing to the Company by or
on behalf of Rodman expressly for use in or preparation thereof.


 


(C)           Promptly after receipt by an
indemnified party of notice of any claim or the commencement of any action or
proceeding with respect to which the indemnified party is entitled to indemnity
hereunder, the indemnified party will notify the indemnifying party in writing
of such claim or of the commencement of such action or proceeding; provided,
however, that the failure timely to give such notice shall affect the
rights of an indemnified party hereunder only to the extent that such failure
has a material prejudicial effect on the defenses or other rights available to
the indemnifying party with respect to such claim, action or proceeding.  At election of the indemnifying party, the
indemnifying party will assume the defense of such claim, action or proceeding
and will employ counsel reasonably satisfactory to the indemnified party and
will pay the fees and expenses of such counsel. 
Notwithstanding the preceding sentence, the indemnified party will be
entitled to employ counsel separate from counsel for the indemnifying party and
from any other party in such claim, action or proceeding if counsel for the
indemnified party reasonably determines that it would be inappropriate under
the applicable rules of professional responsibility for the same counsel
to represent both the indemnifying party and the indemnified party.  In such event, the reasonable fees and
disbursements of no more than one such separate counsel will be paid by the
indemnifying party.  The indemnifying
party will have the exclusive right to settle the claim or proceeding; provided,
however, that the indemnifying party will not settle any such claim,
action or proceeding without the prior written consent of the indemnified party,
which will not be unreasonably withheld or delayed; provided, further,
that such consent shall not be required if the settlement includes a full and
unconditional release from all liability arising or that may arise out of such
claim or proceeding and does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified
party.


 


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(D)          The indemnifying party agrees to
notify the indemnified party promptly of the assertion against it or any other
person of any claim or the commencement of any action or proceeding relating to
a transaction contemplated by this Agreement.


 


(E)           If for any reason the foregoing
indemnity is unavailable to the indemnified party or insufficient to hold the
indemnified party harmless, then the indemnifying party shall contribute to the
amount paid or payable by the indemnified party as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
not only the relative benefits received by the indemnifying party on the one
hand and the indemnified party on the other, but also the relative fault of the
indemnifying party on the one hand and the indemnified party on the other that
resulted in such losses, claims, damages or liabilities, as well as any
relevant equitable considerations.  The
amounts paid or payable by a party in respect of losses, claims, damages and
liabilities referred to above shall be deemed to include any legal or other fees
and expenses incurred in defending any litigation, proceeding or other action
or claim.  Notwithstanding the provisions
hereof, Rodman’s share of the liability hereunder shall not be in excess of the
amount of fees actually received, or to be received, by Rodman under this
Agreement (excluding any amounts received as reimbursement of expenses incurred
by Rodman).


 


(F)           These indemnification provisions
shall remain in full force and effect whether or not the transaction
contemplated by this Agreement is completed and shall survive the termination
of this Agreement, and shall be in addition to any liability that the Company
might otherwise have to any indemnified party under this Agreement or
otherwise.


 


SECTION 9.           GOVERNING
LAW.  This Agreement will be governed
by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely in such State.  This Agreement may not be assigned by either
party without the prior written consent of the other party.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto, and their respective successors and
permitted assigns. To the extent permitted by applicable law, any right to
trial by jury with respect to any dispute arising under this Agreement or any
transaction or conduct in connection herewith is waived.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by delivering a copy thereof via overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. If
either party shall commence an action or proceeding to enforce any provisions
of a Transaction Document, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding.


 


SECTION 10.         ENTIRE
AGREEMENT/MISC.  This Agreement
embodies the entire agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings, relating to the subject
matter hereof, except for the confidentiality agreement between Rodman and the
Company, dated August 5, 2009, which shall remain in full force and effect
in accordance with its terms.  If any
provision of this Agreement is determined to be invalid or unenforceable in any
respect, such determination will not affect such provision in any other respect
or any other provision of this Agreement, which will remain in full force and
effect.  This Agreement may not be
amended or otherwise modified or waived except by an instrument in writing
signed by both Rodman and the Company. 
The representations, warranties, agreements and covenants contained
herein shall survive the closing of the Placement and delivery and/or exercise
of the Securities, as applicable.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one 


 


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and the same agreement
and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart.  In the event
that any signature is delivered by facsimile transmission or a .pdf format
file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or .pdf signature page were an original
thereof.


 


SECTION 11.         NOTICES.  Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (a) the
date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified on the signature pages attached
hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the
next business day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number on the
signature pages attached hereto on a day that is not a business day or
later than 6:30 p.m. (New York City time) on any business day, (c) the
business day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (d) upon actual receipt by the
party to whom such notice is required to be given.  The address for such notices and communications
shall be as set forth on the signature pages hereto.


 


Please confirm that the
foregoing correctly sets forth our agreement by signing and returning to Rodman
a copy of this Agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  RODMAN & RENSHAW, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward Rubin

  
	
   

  	
   

  	
  Name: Edward Rubin

  
	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  
	
   

  	
  Address for notice:

  
	
   

  	
  1251
  Avenue of the Americas, 20th Floor

  
	
   

  	
  New
  York, New York, 10020

  
	
   

  	
  Fax:
  (646) 841-1640

  
	
   

  	
  Attention: General
  Counsel

  



 


9

















 


Accepted and
agreed to as of


the date first
written above:


 


	
  PACWEST BANCORP

  
	
   

  
	
  By:

  	
  /s/ Jared M. Wolff

  	
   

  
	
   

  	
  Name: Jared M. Wolff

  	
   

  
	
   

  	
  Title: Executive Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for notice:

  
	
  10250 Constellation
  Blvd, Suite 1640

  
	
  Los Angeles, CA 90067

  
	
  Fax: (310) 201-0498

  
	
  Attention: General
  Counsel

  



 


10