1,583,641 Shares FIRST PACTRUST BANCORP, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2011 • First Pactrust Bancorp Inc • National commercial banks • Illinois
FORM OF PURCHASE LETTER AGREEMENT]Form of Purchase Letter Agreement • June 23rd, 2011 • First Pactrust Bancorp Inc • National commercial banks • New York
Reference is hereby made to the Subscription Agreement, dated as of July 20, 2010 (the “Subscription Agreement”), between First PacTrust Bancorp, Inc., a Maryland corporation (the “Company”), and , a (“[Purchaser]”) and [Purchaser]’s right to purchase additional securities under Section of the Subscription Agreement (the “Gross-up Right”) in connection with a proposed underwritten public offering (the “Offering”) by the Company of 1,583,641 shares of its voting common stock, par value $0.01 per share (“Common Stock”), plus an option granted to the underwriters to purchase up to an additional 237,546 shares to cover over-allotments, if any (the “Underwriters’ Option”), at a net offering price of $14.6475 per share of Common Stock (representing the public offering price less underwriting discounts or sales commissions) (the “Offering Price”) payable on June 28, 2011. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Subscription A
