ex10_2.htm


    
      

    

    Exhibit
10.2

    


    


    United
States Department of the Treasury

    1500
Pennsylvania Avenue, NW

    Washington,
D.C. 20220

    


    Community
West Bancshares

    445 Pine
Avenue

    Goleta,
California  93117

    


    Ladies
and Gentlemen:

    


    Reference
is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement – Standard Terms dated of even date herewith (the "Securities Purchase
Agreement") by and among United States Department of Treasury ("Investor") and Community West
Bancshares ("Company").
Investor and Company desire to set forth herein certain additional agreements
regarding Company’s commitment to the holder of the Preferred Shares after the
closing of the transactions contemplated by the Securities Purchase
Agreement.  Terms that are defined in the Securities Purchase
Agreement are used in this letter agreement as so defined.

     

    In order
to comply with California Corporations Code §212(a), the Company has modified
section 7(b) of the Standard Provisions of the Certificate of Determination
attached as Exhibit
A to the Securities Purchase Agreement (the "Certificate of
Determination") to provide in pertinent part as follows:

     

    "Whenever,
at any time or times, dividends payable on the shares of Designated Preferred
Stock have not been paid for an aggregate of six quarterly Dividend Periods or
more, whether or not consecutive, the holders of the Designated Preferred Stock
shall have the right, with holders of shares of any one or more other classes or
series of Voting Parity Stock outstanding at the time, voting together as a
class, to elect two directors..."

     

    By its
execution hereof, the Company hereby confirms and agrees that as of the date
hereof and at all times while any shares of the Designated Preferred Stock are
outstanding it shall maintain a range of directors of the Company that will
permit the holder of the Preferred Shares to elect two directors in accordance
with said section 7(b).  Currently Article III, Section 3.2 (the
"Applicable Provision")
of the Company’s bylaws (the "Bylaws") provides for a range
of directors of no less than six (6) and no more than eleven (11).  At all
times while any shares of the Designated Preferred Stock are outstanding, the
Company shall not fill more than nine (9) director positions.  In the
event the Company desires to increase the number of directors beyond nine (9), then the Company
shall be required to amend the Bylaws to increase the maximum directors to
always allow for at least two open director seats for the holders of the
Preferred Shares to elect in accordance with Section 7(b) of the Standard Terms
of the Certificate of Determination of Preferences of Series A Fixed Rate
Cumulative Perpetual Preferred Stock of Community West Bancshares (and to amend
the bylaws to provide that such provision may not be modified, amended or
repealed by the Company’s board of directors (or any committee thereof) or
without the affirmative vote and approval of (x) the stockholders and (y) the
holders of at least a majority of the shares of Designated Preferred Stock
outstanding at the time of such vote and approval).

     

    
      
        
          UST
Sequence Number: 82

          Exhibit
10.2

           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    The
parties hereto acknowledge that there would be no adequate remedy at law if the
Company fails to perform any of its obligations under this letter agreement and
that the Investor may be irreparably harmed by any such failure, and accordingly
agree that the Investor, in addition to any other remedy to which it may be
entitled at law or in equity, to the fullest extent permitted and enforceable
under applicable law shall be entitled to compel specific performance of the
obligations of the Company under this letter agreement without the necessity of
proving the inadequacy of monetary damages as a remedy or the posting of a
bond.

     

    This
letter agreement and the Certificate of Determination constitute the entire
agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, between the parties with
respect to the subject matter hereof.

     

    This
letter agreement may be executed in counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same
instrument.  This letter agreement shall be governed in all respects,
including as to validity, interpretation and effect, by the internal laws of the
State of California, without giving effect to the conflict of laws rules
thereof.

     

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          UST
Sequence Number: 82

          Exhibit
10.2

           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    In
witness whereof, this letter agreement has been duly executed by the authorized
representatives of the parties hereto as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    COMMUNITY
      WEST BANCSHARES

                                  
	 	 
	 	 
	 
      	
                                    By:

                                  	
                                    /s/ Lynda J. Nahra

                                  	 
      
	 
      	
                                    Name:

                                  	
                                    Lynda
      J. Nahra

                                  	 
      
	 
      	
                                    Title:

                                  	
                                    President
      and Chief Executive Officer

                                  	 
      
	 	 	 	 
	 	 	 	 
	 
      	
                                    By:

                                  	
                                    /s/ John D. Illgen

                                  	 
      
	 
      	
                                    Name:

                                  	
                                    John
      D. Illgen

                                  	 
      
	 
      	
                                    Title:

                                  	
                                    Secretary

                                  	 
      
	 	 	 	 
	 	 	 	 
	 
      	
                                    UNITED
      STATES DEPARTMENT OF THE TREASURY

                                     

                                     

                                  
	 
      	
                                    By:

                                  	
                                    /s/ Neel Kahkari

                                  	 
      
	 
      	
                                    Name:

                                  	
                                    Neel
      Kahkari

                                  	 
      
	 
      	
                                    Title:

                                  	
                                    Interim
      Assistant Secretary

                                  	 
      
	 
      	 
      	
                                    For
      Financial Stability

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    UST Sequence Number:
82

    Exhibit
10.2

     

    3