PREEMPTIVE AND REGISTRATION RIGHTS AGREEMENTPreemptive and Registration Rights Agreement • December 18th, 2007 • GTCR Fund Ix/B L P • State commercial banks • Illinois
THIS PREEMPTIVE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 26, 2007 by and among PrivateBancorp, Inc., a Delaware corporation (the “Company”), and the persons listed on the signature page hereof (referred to collectively herein, and including the Institutional Investor (as defined below), as the “Investors” and each individually as an “Investor”).
PRIVATEBANCORP, INC. Common Stock, without par value STOCK PURCHASE AGREEMENT Dated as of 3:00 p.m. EST, November 26, 2007Stock Purchase Agreement • December 18th, 2007 • GTCR Fund Ix/B L P • State commercial banks • Illinois
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • December 18th, 2007 • GTCR Fund Ix/B L P • State commercial banks
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
PrivateBancorp, Inc. 70 West Madison Street Suite 900 Chicago, Illinois 60602 Attention: Christopher J. Zinski, Esq. Re: Stock Purchase Agreement Ladies and Gentlemen:Stock Purchase Agreement • December 18th, 2007 • GTCR Fund Ix/B L P • State commercial banks
PrivateBancorp, Inc. (the “Corporation”), GTCR Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., Delaware limited partnership, and GTCR Co-Invest III, L.P., a Delaware limited partnership (collectively, including, as applicable, their affiliates, “Institutional Purchaser”) and certain other parties are entering into a Stock Purchase Agreement dated as of the date of this letter agreement (the “Stock Purchase Agreement”) providing for the issuance and sale of certain shares of the preferred and common stock of the Corporation. All capitalized terms used without definition in this letter agreement have the respective meanings provided in the Stock Purchase Agreement. Upon the consummation of the transactions contemplated by the Stock Purchase Agreement, the parties to the Stock Purchase Agreement will also be entering into a Preemptive and Registration Rights Agreement dated the date hereof (the “Preemptive and Registration Rights Agreement”).
