Exhibit 4.1


 


EXHIBIT A


 


SERIES [A/B] COMMON STOCK WARRANT


 


PACWEST BANCORP


 


	
  Warrant Shares:

  	
  Initial Exercise Date:
                ,
  2009

  
	
   

  	
   

  
	
  Warrant
  Number:

  	
   

  



 


THIS SERIES [A/B] COMMON STOCK WARRANT (the “Warrant”)
certifies that, for value received,                
(the “Holder”) is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time
on or after the date hereof (the “Initial Exercise Date”) and on or
prior to the close of business on                   (1) (the
“Termination Date”) but not thereafter, to subscribe for and purchase
from Pacwest Bancorp, a Delaware corporation (the “Company”), up to
             shares
(the “Warrant Shares”) of Common Stock. 
The purchase price of one share of Common Stock under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b).


 


Section 1.               Definitions.  Capitalized
terms used and not otherwise defined herein shall have the meanings set forth
in that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated August 25, 2009, among the Company and the purchasers that are
signatories thereto.


 


Section 2.               Exercise.


 


a)             Exercise of Warrant.  Exercise of the purchase rights represented
by this Warrant may be made, in whole or in part, at any time or times on or
after the Initial Exercise Date and on or before the Termination Date by:  (i) delivery to the Company (or such
other office or agency of the Company as it may designate by notice in writing
to the registered Holder at the last address of the Holder as it shall appear
upon the Warrant Register of the Company) of a duly executed facsimile copy of
the Notice of Exercise Form annexed hereto; and (ii) within three (3) Trading
Days after the date said Notice of Exercise is delivered to the Company,
payment to the Company of the aggregate Exercise Price in respect of the
Warrant Shares thereby purchased by wire transfer in immediately available
funds or, if available, pursuant to the cashless exercise procedure specified
in Section 2(c) below. 
Notwithstanding anything herein to the contrary, the Holder shall not be
required to physically surrender this Warrant to the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has
been exercised in full, in which case, the Holder shall surrender this Warrant
to the Company for cancellation within three (3) Trading Days after the
date the final Notice of Exercise is delivered to the Company.  Partial exercises of this Warrant resulting
in purchases of a 


 






(1) As to the Series A Warrants, the six month anniversary of the date
of the Purchase Agreement; and as to the Series B Warrants, the one year
anniversary of the date of the Purchase Agreement.


 


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portion of the total
number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount
equal to the applicable number of Warrant Shares purchased.  The Holder and the Company shall maintain
records showing the number of Warrant Shares purchased and the date of such
purchases.  Absent manifest error, the
records of the Company shall be conclusive as to the number of Warrant Shares
issuable upon exercise and binding on the Company, the Holder and any
assignee.  The Company shall deliver any
objection to any Notice of Exercise Form within three (3) Business
Days after receipt of such notice.  In
the event of any dispute or discrepancy, the Company’s records shall govern.  The Holder and any
assignee, by acceptance of this Warrant, acknowledge and agree that, by reason
of the provisions of this paragraph, following the purchase of a portion of the
Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face
hereof.


 


b)            Exercise Price.  The exercise price per share of the Common
Stock under this Warrant shall be $      (2),
subject to adjustment hereunder (as adjusted hereunder, the “Exercise Price”).


 


c)             Cashless Exercise.  If at the time of exercise hereof there is no
effective registration statement registering, or the prospectus contained
therein is not available for the issuance of, the Warrant Shares to the Holder,
then this Warrant may also be exercised, in whole or in part, at such time by
means of a “cashless exercise” in which the Holder shall be entitled to receive
a certificate for the number of Warrant Shares equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:


 


(A) = the VWAP on the Trading Day immediately
preceding the date on which the Holder elects to exercise this Warrant by means
of a “cashless exercise,” as set forth in the applicable Notice of Exercise;


 


(B) = the Exercise Price; and


 


(X) = the number of Warrant Shares that would be
issuable upon exercise of this Warrant in accordance with the terms of this
Warrant if such exercise were by means of a cash exercise rather than a
cashless exercise.


 


“VWAP” means, for any
date, the price determined by the first of the following clauses that applies: (a) if
the Common Stock is then listed or quoted on the Trading Market or another
national securities exchange, the daily volume weighted average price per share
of the Common Stock for such date (or the nearest preceding date) on the
Trading Market or such exchange on which the Common Stock is then listed or
quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time), (b)  if the
Common Stock is then quoted on the OTC Bulletin Board, the volume weighted
average price per share of the Common Stock for such date (or the nearest
preceding date) on the OTC Bulletin Board, (c) if the 


 






(2) As to the Series A Warrants, $20.20; and, as to the Series B
Warrants, $20.20.


 


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Common Stock is not then
listed or quoted on a Trading Market or the OTC Bulletin Board and if prices
for the Common Stock are then reported in the “Pink Sheets” published by Pink
OTC Markets, Inc. (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of the
Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Company and reasonably acceptable to the Holders of a
majority in interest of the Securities then outstanding, the fees and expenses
of which shall be paid by the Company.


 


d)            Mechanics of Exercise.


 


i.          Delivery of Certificates Upon Exercise.  Certificates for shares purchased hereunder
shall be transmitted by the Transfer Agent to the Holder by crediting the
account of the Holder’s prime broker with The Depository Trust Company through its
DWAC system if the Company is then a participant in such system and either (i) there
is an effective registration statement permitting the issuance of the Warrant
Shares to the Holder or (ii) this Warrant is being exercised via cashless
exercise, and otherwise by physical delivery to the address specified by the
Holder in the Notice of Exercise, in each case by the date that is three (3) Trading
Days after the latest of (A) the delivery to the Company of the Notice of
Exercise Form and receipt of the DWAC request from the Holder’s prime
broker (if applicable), (B) surrender of this Warrant (if required) and (C) payment
of the aggregate Exercise Price as set forth above (including by cashless
exercise, if permitted) (such date, the “Warrant Share Delivery Date”).  This Warrant shall be deemed to have been
exercised on the first date on which all of the foregoing specified in (A), (B) and
(C) shall have been delivered to the Company.  The Warrant Shares shall be deemed to have
been issued, and the Holder or any other person so designated to be named
therein shall be deemed to have become a holder of record of such shares for
all purposes, as of the date the Warrant has been properly exercised, with
payment to the Company of the Exercise Price (or by cashless exercise, if
permitted) and all taxes required to be paid by the Holder, if any, pursuant to
Section 2(d)(vi) prior to the issuance of such shares, having been
paid.


 


ii.         Delivery of New Warrants Upon
Exercise.  If this Warrant shall have
been exercised in part, the Company shall, at the request of a Holder and upon
surrender of this Warrant certificate, at the time of delivery of the
certificate or certificates representing Warrant Shares, deliver to Holder a
new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant
Shares called for by this Warrant, which new Warrant shall in all other
respects be identical to this Warrant.


 


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iii.        Rescission Rights.  If the Company fails to cause the Transfer
Agent to transmit to the Holder a certificate or the certificates representing
the Warrant Shares in the manner provided by Section 2(d)(i) by the
Warrant Share Delivery Date, then, the Holder will have the right to rescind
such exercise as provided in the Purchase Agreement.


 


iv.           Compensation for Buy-In on Failure to Timely Deliver
Certificates Upon Exercise.  In addition
to any other rights available to the Holder, if the Company fails to cause the
Transfer Agent to transmit to the Holder a certificate or the certificates
representing the Warrant Shares in the manner provided by Section 2(d)(i) by
the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise), or the
Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall (A) pay in cash to the Holder the amount, if any, by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue by (2) the
price at which the sell order giving rise to such purchase obligation was
executed, and (B) at the option of the Holder, either reinstate the
portion of the Warrant and equivalent number of Warrant Shares for which such
exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its exercise and
delivery obligations hereunder.  For
example, if the Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise of shares of
Common Stock with an aggregate sale price giving rise to such purchase
obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000.  Notwithstanding the foregoing, the Company
shall not be required to make the payments set forth herein in the case of
uncertificated Warrant Shares if the Holder fails to timely file a request with
The Depository Trust Company to receive such uncertificated Warrant
Shares.  The Holder shall provide the
Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In and, upon request of the Company, evidence reasonably
satisfactory to the Company of the amount of such loss.  Nothing herein shall limit a Holder’s right
to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of the Warrant
as required pursuant to the terms hereof.


 


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v.         No Fractional Shares or Scrip.  No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share which the
Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the Exercise Price
or round up to the next whole share.


 


vi.        Charges, Taxes and Expenses.  Issuance of certificates for Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided that in the event certificates for Warrant Shares
are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.


 


vii.       Closing of Books.  The Company will not close its stockholder
books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 


e)             Holder’s Exercise Limitations.  The Company shall not effect any exercise of
this Warrant, and a Holder shall not have the right to exercise any portion of
this Warrant, pursuant to Section 2 or otherwise, to the extent that after
giving effect to such issuance after exercise as set forth on the applicable
Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any
other Persons acting as a group together with the Holder or any of the Holder’s
Affiliates) would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below).  For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its
Affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be
issuable upon (i) exercise of the remaining, nonexercised portion of this
Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise
or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other  Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates.  Except
as set forth in the preceding sentence, for purposes of this Section 2(e),
beneficial ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act and the rules and regulations promulgated thereunder, it
being acknowledged by the Holder that the Company is not representing to the
Holder that such calculation is in compliance with Section 13(d) of
the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith.  
To the 


 


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extent that the
limitation contained in this Section 2(e) applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates) and of which portion of this
Warrant is exercisable shall be in the sole discretion of the Holder, and the
submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any Affiliates) and of which
portion of this Warrant is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination and shall have no liability for
exercises of the Warrant that are not in compliance with the Beneficial
Ownership Limitation.   In addition, a
determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder.  For
purposes of this Section 2(e), in determining the number of outstanding
shares of Common Stock, a Holder may rely on the number of outstanding shares
of Common Stock as reflected in (A) the Company’s most recent periodic or
annual report filed with the Commission, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of shares of Common
Stock outstanding.  Upon the written or oral request of a Holder, the
Company shall within two (2) Trading Days confirm orally and in writing to
the Holder the number of shares of Common Stock then outstanding as established
by (A), (B) or (C) above, as applicable.  In any case, the
number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its Affiliates since the date as of which such
number of outstanding shares of Common Stock was reported.  The “Beneficial Ownership Limitation”
shall be [4.99%/9.99%] of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock issuable upon exercise of this Warrant.  The Holder, upon not less than 61 days’ prior
notice to the Company, may decrease the Beneficial Ownership Limitation
provisions of this Section 2(e). 
Any such decrease will not be effective until the 61st day after such
notice is delivered to the Company and shall only be effective with respect to
such Holder.  The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 2(e) to correct this
paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Beneficial Ownership Limitation herein contained or to make
changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant.  For the
avoidance of doubt, no additional consideration, cash or otherwise, will be
payable by the Company or the Holder as a result of any adjustment pursuant to
this Section 2(e).


 


Section 3.               Certain Adjustments.


 


a)             Stock Dividends and Splits. If the Company, at
any time while this Warrant is outstanding: (i) pays a dividend or
otherwise makes a distribution or distributions, in each case payable in shares
of its Common Stock, to all holders of Common Stock (and not to the Holders)
(excluding, for avoidance of doubt, any shares of Common Stock issued by the
Company upon exercise of this Warrant), (ii) subdivides 


 


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outstanding shares of
Common Stock into a larger number of shares, or (iii) combines (including by
way of reverse stock split) outstanding shares of Common Stock into a smaller
number of shares, then in each case the Exercise Price shall be multiplied by a
fraction, of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding at 5:00 p.m. (New York
City time) on the Trading Day immediately before such event, and of which the
denominator shall be the number of shares of Common Stock that would be
outstanding immediately after, and solely as a result of, such event, and the
number of shares issuable upon exercise of this Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged.  Any adjustment
made pursuant to this Section 3(a) shall become effective immediately
prior to 9:00 a.m. (New York city time) on the Ex-Dividend Date for such
dividend or distribution or the effective date of such subdivision or
combination, as the case may be.  “Ex-Dividend
Date” means, when used with respect to any dividend, distribution or
issuance, the first date on which the share of Common Stock trade on the
Trading Market, regular way, without the right to receive the relevant
dividend, distribution or issuance.


 


b)            [RESERVED]


 


c)             [RESERVED]


 


d)            Pro Rata Distributions.  If the Company, at any time while this
Warrant is outstanding, shall distribute to all holders of Common Stock (and
not to the Holders) evidences of its indebtedness or assets (excluding (i) any
dividend or distribution of Common Stock (which shall be subject to Section 3(a)),
(ii) any issuance of rights or warrants to subscribe for or purchase
shares Common Stock), (iii) any dividend or distribution of cash (which
shall be subject to Section 3(e)), and (iv) any dividend or
distribution in connection with a Fundamental Transaction (which shall be
subject to Section 3(f))), then in each such case the Exercise Price shall
be adjusted by multiplying the Exercise Price by a fraction, of which the
numerator shall be the VWAP on the Trading Day immediately preceding the
Ex-Dividend Date for such distribution, and of which the denominator shall be
such VWAP less the fair market value, on the Ex-Dividend Date for such
distribution, of the portion of such assets or evidence of indebtedness or the
portion of such subscription or purchase rights, in either case applicable to
one outstanding share of the Common Stock as determined by the Board of
Directors in good faith.  The adjustments
shall be described in a statement provided to the Holder, which shall set out
the portion of assets or evidences of indebtedness  or the portion of such subscription or
purchase rights, in either case applicable to one outstanding share of Common
Stock.  Such adjustment shall be made
whenever any such distribution is made and shall become effective immediately
prior to 9:00 a.m. (New York city time) on the Ex-Dividend Date for such
distribution.


 


e)             Cash Dividends. 
If the Company, at any time while this Warrant is outstanding, pays a
dividend or otherwise makes a distribution or distributions, in each case
consisting exclusively of cash, to all holders of Common Stock (and not to the
Holders) (excluding (i) any dividend or distribution in connection with a
Fundamental Transaction (which shall be the subject of Section 3(f)) and (ii) regular
cash dividends to 


 


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the extent that such
dividends do not exceed $0.32 per share in any fiscal quarter (the “Dividend
Threshold Amount”), then the Exercise Price shall be multiplied by a fraction,
of which the numerator shall be the VWAP on the Trading Day immediately
preceding the Ex-Dividend Date for such distribution, and of which the
denominator shall be such VWAP less (i) in the case of a regularly
scheduled quarterly dividend, the amount in cash per share of Common Stock of
the distribution exceeding the Dividend Threshold Amount or (ii) in the
case of a dividend that is not a regularly scheduled quarterly dividend, the
amount in cash per share of Common Stock of the distribution.  Such adjustment shall become effective
immediately prior to 9:00 a.m. (New York city time) on the Ex-Dividend
Date for such distribution


 


f)             Fundamental Transaction. If, at any time while
this Warrant is outstanding, (i) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of
the Company with or into another Person and the Company is not the surviving
corporation, (ii) the Company,
directly or indirectly, effects
any sale, lease, license, assignment,
transfer, conveyance or other disposition of all or substantially all of its assets in one or a
series of related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock are permitted to
sell, tender or exchange their shares for other securities, cash or property
and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company,
directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions  consummates
a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another
Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock
(not including any shares of Common Stock held by the other Person or other
Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other
business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of
this Warrant, the Holder shall have the
right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental
Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on
the exercise of this Warrant), the number of
shares of Common Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional consideration (the
“Alternate Consideration”) receivable as
a result of such Fundamental Transaction by a holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
Fundamental Transaction (without regard to any limitation in Section 2(e) on
the exercise of this Warrant).  For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to
such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of


 


8
















 


any different components
of the Alternate Consideration.  If
holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be
given the same choice as to the Alternate Consideration it receives upon any
exercise of this Warrant following such Fundamental Transaction.


 


g)            Calculations. All calculations under this Section 3
shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of shares of
Common Stock deemed to be issued and outstanding as of a given date shall be
the sum of the number of shares of Common Stock (excluding treasury shares, if
any) issued and outstanding.


 


h)            Notice to Holder.


 


i.      Adjustment to Exercise Price. Whenever the Exercise
Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly mail to the Holder a notice setting forth the Exercise Price
after such adjustment and setting forth a brief statement of the facts
requiring such adjustment.


 


ii.     Notice to Allow Exercise by Holder.
If during the term in which this Warrant may be exercised by the Holder (A) the
Company shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Company shall declare a special nonrecurring
cash dividend on or a redemption of the Common Stock, (C) the Company
shall authorize the granting to all holders of the Common Stock rights or
warrants to subscribe for or purchase any shares of capital stock of any class,
(D) the approval of any stockholders of the Company shall be required in
connection with any reclassification of the Common Stock, any consolidation or
merger to which the Company is a party, any sale or transfer of all or substantially
all of the assets of the Company, or any compulsory share exchange whereby the
Common Stock is converted into other securities, cash or property, or (E) the
Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company
shall cause to be mailed to the Holder at its last address as it shall appear
upon the Warrant Register of the Company, at least 20 calendar days prior to
the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are
to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property 


 


9

















 


deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange;
provided that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice.  To the
extent that any notice provided hereunder constitutes, or contains, material,
non-public information regarding the Company or any of the Subsidiaries, the
Company shall simultaneously disclose such information in compliance with
applicable securities laws.  The Holder
shall remain entitled to exercise this Warrant during the period commencing on
the date of such notice to the effective date of the event triggering such
notice except as may otherwise be expressly set forth herein.


 


Section 4.               Transfer of Warrant.


 


a)             Transferability. 
Subject to compliance with applicable securities laws, this Warrant and
all rights hereunder are transferable, in whole and not in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such
transfer.  Upon such surrender and, if
required, such payment, the Company shall execute and deliver a new Warrant in
the name of the assignee, and this Warrant shall promptly be cancelled.  The Warrant, if properly assigned in
accordance herewith, may be exercised by a new holder for the purchase of
Warrant Shares without having a new Warrant issued.


 


b)            New Warrants. This Warrant may be combined with
other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or its agent or
attorney.  Subject to compliance with Section 4(a),
as to any transfer which may be involved in such combination, the Company shall
execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be combined in accordance with such notice. All Warrants issued on
transfers or exchanges shall include reference to the initial issuance date set
forth on the first page of this Warrant and shall be identical with this
Warrant except as to the number of Warrant Shares issuable pursuant thereto and
the Warrant number.


 


c)             Warrant Register. The Company shall register this
Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any
exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual written notice to the contrary.


 


d)            Understandings or Arrangements.   Such Holder is acquiring this Warrant as
principal for its own account and has no direct or indirect arrangement or
understandings with any other persons to distribute or regarding the
distribution of such Warrant (this representation and warranty not limiting
such Holder’s right to sell the Warrant pursuant to the Registration Statement
or otherwise in compliance with applicable federal and state securities laws).
Such Holder is acquiring this Warrant hereunder in the ordinary course of its
business.


 


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Section 5.               Miscellaneous.


 


a)             No Rights as Stockholder Until Exercise.  This Warrant does not entitle the Holder to
any voting rights, dividends or other rights as a stockholder of the Company
prior to the exercise hereof as set forth in Section 2(d)(i).


 


b)            Loss, Theft, Destruction or Mutilation of Warrant.
The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant or any stock certificate relating to the Warrant Shares, and in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock
certificate of like tenor and dated as of such cancellation, in lieu of such
Warrant or stock certificate. Applicants for a replacement
Warrant under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable charges as the Company
may prescribe.


 


c)             Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall
not be a Business Day, then, such action may be taken or such right may be
exercised on the next succeeding Business Day.


 


d)            No Inconsistent Actions.  Except and to the extent as waived or
consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder as set forth in this Warrant against impairment.  Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its
obligations under this Warrant.


 


e)             Jurisdiction. All questions concerning the
construction, validity, enforcement and interpretation of this Warrant shall be
determined in accordance with the provisions of the Purchase Agreement.


 


11

















 


f)             Restrictions. 
The Holder acknowledges that the Warrant Shares acquired upon the
exercise of this Warrant, if not registered, and the Holder does not utilize
cashless exercise, will have restrictions upon resale imposed by state and
federal securities laws.


 


g)            Nonwaiver and Expenses.  No course of dealing or any delay or failure
to exercise any right hereunder on the part of the Holder shall operate as a
waiver of such right or otherwise prejudice Holder’s rights, powers or
remedies.  Without limiting any other
provision of this Warrant or the Purchase Agreement, if the Company willfully
and knowingly fails to comply with any provision of this Warrant, which results
in any material damages to the Holder, the Company shall pay to the Holder such
amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto
or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h)            Notices. 
Any notice, request or other document required or permitted to be given
or delivered to the Holder by the Company shall be delivered to the registered
Holder at the last address of the Holder as it shall appear upon the Warrant
Register of the Company.


 


i)              Limitation of Liability.  No provision hereof, in the absence of any
affirmative action by Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall
give rise to any liability of Holder for the purchase price of any Common Stock
or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j)              Remedies. 
The Holder, in addition to being entitled to exercise all rights granted
by law, including recovery of damages, will be entitled to seek specific
performance of its rights under this Warrant. 
The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the
provisions of this Warrant and hereby agrees to waive and not to assert the
defense in any action for specific performance that a remedy at law would be
adequate.


 


k)             Successors and Assigns.  Subject to applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company
and the successors and permitted assigns of Holder.  The provisions of this Warrant are intended
to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.


 


l)              Amendment. 
This Warrant may be modified or amended or the provisions hereof waived
with the written consent of the Company and Holders holding Warrants at least
equal to 50% of the Warrant Shares issuable upon exercise of all then
outstanding Warrants issued under the Purchase Agreement.


 


12

















 


m)            Severability. 
Wherever possible, each provision of this Warrant shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or the
remaining provisions of this Warrant.


 


n)            Headings. 
The headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this Warrant.


 


********************


 


(Signature
Pages Follow)


 


13

















 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly
authorized as of the date first above indicated.


 


 


	
   

  	
  PACWEST BANCORP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


14

















 


NOTICE OF EXERCISE


 


TO:         PACWEST BANCORP


 


(1)   The undersigned hereby elects to purchase
                
Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price
in full, together with all applicable transfer taxes, if any.


 


(2)   Payment shall take the form of (check
applicable box):


 


o in lawful money of the United States; or


 


o [if permitted] the cancellation of such
number of Warrant Shares as is necessary, in accordance with the formula set
forth in subsection 2(c), to exercise this Warrant with respect to the maximum
number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).


 


(3)   Please issue a certificate or certificates
representing said Warrant Shares in the name of the undersigned or in such
other name as is specified below:


 


 


The Warrant Shares shall be delivered to the following DWAC Account
Number:


 


Account Number:


Account Name:


DTC Number


 


or by physical delivery of a certificate to:


 


 


(4)   The
undersigned is an “accredited investor” as defined in Regulation D promulgated
under the Securities Act of 1933, as amended.


 


[SIGNATURE OF
HOLDER]


 


	
  Name of
  Investing Entity:

  	
   

  
	
  Signature
  of Authorized Signatory of Investing Entity:

  	
   

  
	
  Name of
  Authorized Signatory:

  	
   

  
	
  Title of
  Authorized Signatory:

  	
   

  
	
  Date:

  	
   

  
						



 

















 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute

this form and supply required information. 

Do not use this form to exercise the Warrant.)


 


FOR VALUE RECEIVED,
[        ] all of or
[              ]
shares of the foregoing Warrant and all rights evidenced thereby are hereby
assigned to


 


                                                                                              
whose address is


 


                                                                                                                                                         .


 


 


	
   

  	
  Dated: 
                              ,

  



 


 


	
   

  	
  Holder’s
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Holder’s
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guaranteed:

  	
   

  	
   

  
					



 


 


NOTE:  The signature to this
Assignment Form must correspond with the name as it appears on the face of
the Warrant, without alteration or enlargement or any change whatsoever, and
must be guaranteed by a bank or trust company. 
Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign the
foregoing Warrant.