Exhibit 10.32
STOCK PURCHASE AGREEMENT
by and among
FIRST COMMUNITY BANCORP
and
THE PURCHASERS LISTED ON SCHEDULE 1 HERETO
August 26, 2005
FIRST COMMUNITY BANCORP
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made as of August 26, 2005,
by and between First Community Bancorp, a California corporation (the
"Company"), and the Purchasers listed on Schedule 1 hereto ("Purchasers").
RECITALS
WHEREAS, the Company has authorized, and has filed a registration statement (the
"Registration Statement") on Form S-3 under the Securities Act of 1933, as
amended (the "Act"), with respect to, the sale and issuance of an aggregate of
up to 3,400,000 shares of its Common Stock, no par value (the "Common Stock");
WHEREAS, Purchasers collectively desire to purchase
shares of
Common Stock on the terms and conditions set forth herein, and the Company
desires to issue and sell such shares to Purchasers on the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
SECTION 1
AGREEMENT TO SELL AND PURCHASE
Subject to the terms and conditions hereof, Purchasers jointly agree to purchase
from the Company, on the Closing Date (as defined below),
shares (the "Shares") of Common Stock, with each individual purchaser purchasing
the number of Shares set forth opposite its name on Schedule 1, and the Company
agrees to issue and sell such Shares to Purchasers, for an aggregate purchase
price (the "Purchase Price") equal to $
.
SECTION 2
CLOSING, DELIVERY AND PAYMENT
2.1
CLOSING.
THE CLOSING (THE "CLOSING") OF THE
PURCHASE AND SALE OF THE SHARES SHALL TAKE PLACE AT THE OFFICES OF IRELL &
MANELLA LLP, AT 10:00 A.M., LOCAL TIME ON FRIDAY, AUGUST 26, 2005, OR AT SUCH
TIME AFTER THE LAST TO BE WAIVED OR FULFILLED OF THE CONDITIONS SET FORTH IN
SECTION 6 HAS BEEN FULFILLED OR WAIVED, BUT IN NO EVENT LATER THAN 5:00 P.M. ON
FRIDAY, AUGUST 26, 2005 (IT BEING UNDERSTOOD THAT NEITHER PARTY HERETO SHALL
HAVE THE OBLIGATION TO CLOSE THE PURCHASE AND SALE OF SHARES HEREUNDER IF THE
CLOSING SHALL NOT HAVE OCCURRED BY SUCH DATE EXCEPT TO THE EXTENT THE CLOSING
SHALL HAVE FAILED TO OCCUR DUE TO A PARTY'S FAILURE TO PERFORM ITS OBLIGATIONS
HEREUNDER, IN WHICH CASE SUCH PARTY SHALL REMAIN BOUND BY ITS OBLIGATIONS
HEREUNDER).
THE DATE ON WHICH THE CLOSING OCCURS IS REFERRED TO HEREIN AS THE
"CLOSING DATE."
2.2
DELIVERY.
PRIOR TO CLOSING, IF PURCHASERS
INTEND TO RECEIVE THEIR SHARES IN BOOK-ENTRY FORM, PURCHASERS SHALL HAVE
SUBMITTED, OR CAUSED THE SUBMISSION OF, A REQUEST TO THE DEPOSITORY TRUST
COMPANY FOR THE TRANSFER OF THE SHARES TO IT IN SUCH DENOMINATIONS AND IN SUCH
NAMES AS PURCHASERS SHALL DETERMINE, SUBJECT TO RECEIPT BY THE COMPANY OF THE
PURCHASE PRICE.
AT THE CLOSING, SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE
COMPANY WILL DELIVER TO PURCHASERS THE SHARES IN BOOK ENTRY FORM THROUGH THE
FACILITIES OF THE DEPOSITORY TRUST COMPANY, OR IN