PacWest Bancorp Brea, California 92821 Ladies and Gentlemen:Merger Agreement • July 26th, 2013 • Capitalsource Inc • State 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.
