CapitalSource Inc. Los Angeles, California 90071 Ladies and Gentlemen:Pacwest Bancorp • July 26th, 2013 • National commercial banks • Delaware
As a holder of PacWest Common Stock (as defined below), the undersigned (the “Stockholder”) understands that CapitalSource Inc., a Delaware corporation (“CapitalSource”), and PacWest Bancorp, a Delaware corporation (“PacWest”), propose to enter into an Agreement and Plan of Merger, dated as of July 22, 2013 (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of CapitalSource with and into PacWest (the “Merger”), in which each of the issued and outstanding shares of common stock, par value $0.01 per share, of CapitalSource (the “CapitalSource Common Stock”) (other than Excluded Shares) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
ContractPacwest Stock Option Agreement • July 26th, 2013 • Pacwest Bancorp • National commercial banks • Delaware
PACWEST STOCK OPTION AGREEMENT, dated as of July 22, 2013, (this “Agreement”), between CapitalSource Inc., a Delaware corporation (“Issuer”), and PacWest Bancorp, a Delaware corporation (“Grantee”).
PacWest Bancorp Brea, California 92821 Ladies and Gentlemen:Letter Agreement • July 26th, 2013 • Pacwest Bancorp • National commercial banks
As a holder of CapitalSource Common Stock (as defined below), the undersigned (the “Stockholder”) understands that CapitalSource Inc., a Delaware corporation (“CapitalSource”), and PacWest Bancorp, a Delaware corporation (“PacWest”), propose to enter into an Agreement and Plan of Merger, dated as of July 22, 2013 (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of CapitalSource with and into PacWest (the “Merger”), in which each of the issued and outstanding shares of common stock, par value $0.01 per share, of CapitalSource (the “CapitalSource Common Stock”) (other than Excluded Shares) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
