Common use of Irrevocability of Instruments; Termination of this Agreement Clause in Contracts

Irrevocability of Instruments; Termination of this Agreement. a. This Agreement, the deposit of Old Shares pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (i) the interests of the Attorneys-in-Fact, the Underwriters, the Company and the other Selling Stockholders who may become parties to the Underwriting Agreement in and for the purpose of completing the transactions contemplated hereunder and by the Underwriting Agreement and (ii) the completion of the registration of certain shares of New Common Stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof to and including the execution and delivery of the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to the Underwriters; and the Attorneys-in-Fact are hereby further vested with a right and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement shall be irrevocable prior to December 31, 1997, and shall remain in full force and effect until such date. The undersigned further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may be. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the Custodian, any of the Underwriters or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver the New Shares in accordance with the terms and provisions of the Underwriting Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. (a) This Agreement, the deposit of Old Shares certificates pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (i) the interests of the AttorneysAttorney-in-Fact, the Underwriters, Underwriters and the Company and the other Selling Stockholders who may become parties to the Underwriting Agreement in and for the purpose of completing the transactions contemplated hereunder and by the Underwriting Agreement and (ii) the completion of the registration of certain shares of New Common Stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof hereof to and including the execution and delivery of the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to the Underwriters; and the AttorneysAttorney-in-Fact and the Custodian are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case certificates deposited herewith for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement shall be irrevocable prior to December 31__________, 1997_____, and or, if the Underwriters shall have purchased the Initial Shares by such date, the day after the last day on which the Underwriters can exercise their option under the Underwriting Agreement to purchase the Option Shares (such later date being referred to herein as the "Termination Date"); this Agreement shall remain in full force and effect until the Termination Date, unless prior to such datedate the Underwriting Agreement has been terminated by the Underwriters due to the failure of a condition precedent to the closing of the transactions contemplated thereby, in which case this Agreement shall at such time become null and void and, thereafter, shall have no further force or effect. The undersigned further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or or, if the undersigned is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may be. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the AttorneysAttorney-in-Fact or the CustodianFact, any of the Underwriters or any other person, the AttorneysAttorney-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and dispose of the New Shares certificates deposited under this Agreement by the undersigned in accordance with the terms and provisions of the Underwriting Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. A. This Agreement, the deposit of Old the Shares and/or Notices of Exercise pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (i) the interests of the Attorneys-in-Fact, the Underwriters, the Company and the other Selling Stockholders Shareholders who may become parties to the Underwriting Purchase Agreement in and for the purpose of completing the transactions contemplated hereunder and by the Underwriting Purchase Agreement and (ii) the completion of the registration of certain shares of New Common Stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof hereof to and including the execution and delivery of the Underwriting Purchase Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to the Underwriters; and the Attorneys-in-Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to deposited herewith and the Recapitalization, in each case Future Shares upon issuance for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement shall be irrevocable prior to December 31June 30, 1997, 2006 (the "Termination Date") and shall remain in full force and effect until such that date. The undersigned acknowledges that this Agreement is being executed for the benefit of third parties and therefore further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder Shareholder or, if the undersigned or any other Selling Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other such Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may beShareholder. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the CustodianFact, any of the Underwriters or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and deal with the New Shares deposited under the Agreement by the undersigned in accordance with the terms and provisions of the Underwriting Purchase Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. A. This Agreement, the deposit of Old Shares Valley Bank common stock pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (ia) the interests of the Attorneys-in-Fact, the Underwriters, the Company Valley Bank and the other Selling Stockholders who may become parties to the Underwriting Agreement Pacific Community Banking Group in and for the purpose of completing the transactions contemplated hereunder and by the Acquisition Agreement and the Underwriting Agreement between Pacific Community Banking Group, certain other selling shareholders and the Underwriters, and (iib) the completion of the registration of certain shares of New Common Stock Pacific Community Banking Group common stock pursuant to the Registration Statement and the other acts of the above-above- mentioned parties from the date thereof hereof to and including the execution and delivery of time the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to Shares are purchased by the Underwriters; , and the Attorneys-in-Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case deposited herewith for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement and the offer of the Shares made herein shall be irrevocable prior to December August 31, 19971999, and shall remain in full force and effect until such that date. The undersigned Shareholder further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or Shareholder or, if the Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may beShareholder. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the CustodianFact, any of the Underwriters or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and deal with the New Shares deposited under the Agreement by the Shareholder in accordance with the terms and provisions of the Underwriting Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. A. This Agreement, the deposit of Old the Sold Shares pursuant hereto hereto, and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (i) the interests of the Attorneys-in-Fact, the Underwriters, the Company and the other Selling Stockholders Shareholders who may become parties to the Underwriting Agreement in and Agreements, for the purpose of completing the transactions contemplated hereunder and by the Underwriting Agreement and (ii) the completion of the registration of certain shares of New Common Stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof to and including the execution and delivery of the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to the UnderwritersAgreements; and the Attorneys-in-in- Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case shares of Common Stock deposited herewith for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement shall be irrevocable prior to December 31August 15, 19971998, provided the Underwriting Agreements are executed and delivered prior to June 30, 1998, and shall remain in full force and effect until such that date. The Furthermore, for the consideration herein referred to and in consideration of the said interests in the Sold Shares deposited herewith, the undersigned further agrees that this Agreement is irrevocable and shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or upon any dissolutionShareholder, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of including the undersigned, as the case may be. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the CustodianFact, any of the Underwriters or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and deal with the New Shares shares deposited herewith by or on behalf of the undersigned in accordance with the terms and provisions of the Underwriting Agreement Agreements and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. This Agreement, the deposit of Old the Shares pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (i) the interests of the AttorneysAttorney-in-Fact, the Underwriters, the Company and the other Selling Stockholders who may become parties to the Underwriting Agreement in and for the purpose of completing the transactions contemplated hereunder and by the Underwriting Agreement and (ii) the completion of the registration of certain shares of New Common Stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof hereof to and including the execution and delivery of the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to the Underwriters; and . If the Attorneys-in-Fact are hereby further vested with a right and interest in and to sale of the Old SharesShares contemplated by this Agreement is not completed by September 30, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly2013, this Agreement shall be irrevocable prior to December 31, 1997, and shall remain in full force and effect until such date. The undersigned further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of terminate (without affecting any event whatsoever, including the death, disability or incompetence of any controlling person lawful action of the undersigned or of any other Selling Stockholder or upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may be. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the AttorneysAttorney-in-Fact or the CustodianCustodian prior to such termination), and the Attorney-in-Fact shall cause the Custodian to return to the undersigned any Shares held in book-entry position, but only after having received payment of the Underwriters Undersigned’s proportionate part of any expenses to be paid or any other person, borne by the AttorneysSelling Stockholders. The undersigned hereby covenants with the Attorney-in-Fact and with all other Selling Stockholders that if for any reason the Custodian shall nevertheless be authorized and empowered to deliver the New Shares in accordance with the terms and provisions sale of the Shares contemplated hereby shall not be consummated, the undersigned shall pay the undersigned’s proportionate share of all expenses payable by the Selling Stockholders hereunder or under the Underwriting Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurredAgreement.

Irrevocability of Instruments; Termination of this Agreement. a. A. This Agreement, the deposit of Old Shares Valley Bank common stock pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (ia) the interests of the Attorneys-in-Fact, the Underwriters, the Company Valley Bank and the other Selling Stockholders who may become parties to the Underwriting Agreement Pacific Community Banking Group in and for the purpose of completing the transactions contemplated hereunder and by the Acquisition Agreement and the Underwriting Agreement between Pacific Community Banking Group, certain other selling shareholders and the Underwriters, and (iib) the completion of the registration of certain shares of New Common Stock Pacific Community Banking Group common stock pursuant to the Registration Statement and the other acts of the above-above- mentioned parties from the date thereof hereof to and including the execution and delivery of time the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to Shares are purchased by the Underwriters; , and the Attorneys-in-Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case deposited herewith for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement and the offer of the Shares made herein shall be irrevocable prior to December 31August 4, 19971999, and shall remain in full force and effect until such that date, which may be extended by either or both of the Attorneys-in-Fact. The undersigned Shareholder further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or Shareholder or, if the Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may beShareholder. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the CustodianFact, any of the Underwriters or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and deal with the New Shares deposited under the Agreement by the Shareholder in accordance with the terms and provisions of the Underwriting Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. (a) This Agreement, the deposit of Old Shares certificates pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (i) the interests of the Attorneys-in-Fact, the UnderwritersPurchasers, the Company and the other Selling Stockholders who may become parties to the Underwriting applicable Purchase Agreement in and for the purpose of completing the transactions contemplated hereunder and by the Underwriting applicable Purchase Agreement and (ii) the completion of the registration of certain shares of New Common Stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof hereof to and including the execution and delivery of the Underwriting applicable Purchase Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to the UnderwritersPurchasers; and the Attorneys-in-Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case certificates deposited herewith for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement shall be irrevocable prior to December 31the earliest of (b) 60 days following the death of Stockholder, 1997(a) 60 days following the time at which Stockholder is determined to be "permanently disabled" (for purposes of the immediately preceding sentence, and "permanently disabled" shall mean a condition (certified by a licensed physician, selected by the Company) rendering Stockholder unable to engage in employment that is substantially similar to Stockholder's current employment), or (c) July 15, 2000, (the "Termination Date"); this Agreement shall remain in full force and effect until the Termination Date, unless prior to such datedate the applicable Purchase Agreement has been terminated by the Purchasers due to the failure of a condition precedent to the closing of the transactions contemplated thereby, in which case this Agreement shall cease to remain in full force and effect as of such time. The undersigned further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or, if the undersigned or any other Selling Stockholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other such Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may beStockholder. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the CustodianFact, any of the Underwriters Purchasers or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and dispose of the New Shares certificates deposited under the Agreement by the undersigned in accordance with the terms and provisions of the Underwriting applicable Purchase Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. A. This Agreement, the deposit of Old Shares The Bank of Hemet common stock pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (ia) the interests of the Attorneys-in-Fact, the Underwriters, the Company The Bank of Hemet and the other Selling Stockholders who may become parties to the Underwriting Agreement Pacific Community Banking Group in and for the purpose of completing the transactions contemplated hereunder and by the Acquisition Agreement and the Underwriting Agreement between Pacific Community Banking Group, certain other selling shareholders and the Underwriters, and (iib) the completion of the registration of certain shares of New Common Stock Pacific Community Banking Group common stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof hereof to and including the execution and delivery of time the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to Shares are purchased by the Underwriters; , and the Attorneys-in-Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case deposited herewith for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement and the offer of the Shares made herein shall be irrevocable prior to December 31August 4, 19971999, and shall remain in full force and effect until such that date, which may be extended by one or both of the Attorneys-in-Fact. The undersigned Shareholder further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or Shareholder or, if the Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may beShareholder. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the CustodianFact, any of the Underwriters or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and deal with the New Shares deposited under the Agreement by the Shareholder in accordance with the terms and provisions of the Underwriting Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. A. This Agreement, the deposit of Old the Shares pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (i) the interests of the Attorneys-in-Fact, the UnderwritersPlacement Agents, the Company and the other Selling Stockholders Stockholder who may become parties to the Underwriting Placement Agency Agreement in and for the purpose of completing the transactions contemplated hereunder and by the Underwriting Placement Agency Agreement and (ii) the completion of the registration of certain shares of New Common Stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof hereof to and including the execution and delivery of the Underwriting Placement Agency Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to the Underwriters; and the Attorneys-in-Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case deposited herewith for the purpose of irrevocably empowering and securing to each of them authority sufficient to consummate said transactions. Accordingly, this Agreement shall be irrevocable prior to December 31[MARCH 13], 19971998, and shall remain in full force and effect until such that date. The undersigned further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may be. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or Fact, the Custodian, any of the Underwriters Placement Agent or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and deal with the New Shares deposited under the Agreement by the undersigned in accordance with the terms and provisions of the Underwriting Placement Agency Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. A. This Agreement, the deposit of Old Shares Pacific Community Banking Group common stock pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (ia) the interests of the Attorneys-in-Fact, the Underwriters, the Company Valley Bank and the other Selling Stockholders who may become parties to the Underwriting Agreement Pacific Community Banking Group in and for the purpose of completing the transactions contemplated hereunder and by the Acquisition Agreement and the Underwriting Agreement between Pacific Community Banking Group, certain other selling shareholders and the Underwriters, and (iib) the completion of the registration of certain shares of New Common Stock Pacific Community Banking Group common stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof hereof to and including the execution and delivery of time the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to Shares are purchased by the Underwriters; , and the Attorneys-in-Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case deposited herewith for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement and the offer of the Shares made herein shall be irrevocable prior to December 31August 4, 19971999, and shall remain in full force and effect until such that date, which may be extended by either or both of the Attorneys-in-Fact. The undersigned Option Holder further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or Option Holder or, if the Option Holder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may beOption Holder. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the CustodianFact, any of the Underwriters or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and deal with the New Shares deposited under the Agreement by the Option Holder in accordance with the terms and provisions of the Underwriting Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. A. This Agreement, the deposit of Old Shares Pacific Community Banking Group common stock pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (ia) the interests of the Attorneys-in-Fact, the Underwriters, the Company The Bank of Hemet and the other Selling Stockholders who may become parties to the Underwriting Agreement Pacific Community Banking Group in and for the purpose of completing the transactions contemplated hereunder and by the Acquisition Agreement and the Underwriting Agreement between Pacific Community Banking Group, certain other selling shareholders and the Underwriters, and (iib) the completion of the registration of certain shares of New Common Stock Pacific Community Banking Group common stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof hereof to and including the execution and delivery of time the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to Shares are purchased by the Underwriters; , and the Attorneys-in-Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case deposited herewith for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement and the offer of the Shares made herein shall be irrevocable prior to December 31August 4, 19971999, and shall remain in full force and effect until such that date, which may be extended by either or both of the Attorneys-in-Fact. The undersigned Option Holder further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may beOption Holder. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the CustodianFact, any of the Underwriters or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and deal with the New Shares deposited under the Agreement by the Option Holder in accordance with the terms and provisions of the Underwriting Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.

Irrevocability of Instruments; Termination of this Agreement. a. A. This Agreement, the deposit of Old Shares The Bank of Hemet common stock pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (ia) the interests of the Attorneys-in-Fact, the Underwriters, the Company The Bank of Hemet and the other Selling Stockholders who may become parties to the Underwriting Agreement Pacific Community Banking Group in and for the purpose of completing the transactions contemplated hereunder and by the Acquisition Agreement and the Underwriting Agreement between Pacific Community Banking Group, certain other selling shareholders and the Underwriters, and (iib) the completion of the registration of certain shares of New Common Stock Pacific Community Banking Group common stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof hereof to and including the execution and delivery of time the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to Shares are purchased by the Underwriters; , and the Attorneys-in-Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case deposited herewith for the purpose of irrevocably empowering and securing to them authority sufficient to consummate said transactions. Accordingly, this Agreement and the offer of the Shares made herein shall be irrevocable prior to December August 31, 19971999, and shall remain in full force and effect until such that date. The undersigned Shareholder further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or Shareholder or, if the Shareholder is not a natural person, upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may be. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the Custodian, any of the Underwriters or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver the New Shares in accordance with the terms and provisions of the Underwriting Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.the

Irrevocability of Instruments; Termination of this Agreement. a. A. This Agreement, the deposit of Old the Shares pursuant hereto and all authority hereby conferred, is granted, made and conferred subject to and in consideration of (i) the interests of the Attorneys-in-Fact, the Underwriters, Underwriters and the Company and the other Selling Stockholders who may become parties to the Underwriting Agreement in and for the purpose of completing the transactions contemplated hereunder and by the Underwriting Agreement and (ii) the completion of the registration of certain shares of New Common Stock pursuant to the Registration Statement and the other acts of the above-mentioned parties from the date thereof hereof to and including the execution and delivery of the Underwriting Agreement in anticipation of the sale of such shares of New Common Stock, including the New Shares, to the Underwriters; and the Attorneys-in-Fact are hereby further vested with a right an estate, right, title and interest in and to the Old Shares, together with any New Shares issuable in respect thereof pursuant to the Recapitalization, in each case deposited herewith for the purpose of irrevocably empowering and securing to each of them authority sufficient to consummate said transactions. Accordingly, this Agreement shall be irrevocable prior to December 31__________, 19971998, and shall remain in full force and effect until such that date. The undersigned further agrees that this Agreement shall not be terminated by operation of law or upon the occurrence of any event whatsoever, including the death, disability or incompetence of any controlling person of the undersigned or of any other Selling Stockholder or upon any dissolution, winding up, distribution of assets or other event affecting the legal existence of the undersigned or of any other Selling Stockholder that is not a natural person. This Agreement shall inure to the benefit of, and shall be binding upon, the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned, as the case may be. If any event referred to in the second preceding sentence shall occur, whether with or without notice thereof to the Attorneys-in-Fact or the CustodianFact, any of the Underwriters or any other person, the Attorneys-in-Fact and the Custodian shall nevertheless be authorized and empowered to deliver and deal with the New Shares deposited under the Agreement by the undersigned in accordance with the terms and provisions of the Underwriting Agreement and this Agreement and provide for the distribution of the proceeds therefrom as if such event had not occurred.