April 5, 2017CU Bancorp • April 7th, 2017 • National commercial banks
As a holder of Company Common Shares (as defined below), the undersigned on behalf of [•] (the “Shareholder”) understands that CU Bancorp, a California corporation (the “Company”), and PacWest Bancorp, a Delaware corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated as of April 5, 2017 (as it may be from time to time amended, the “Merger Agreement”), which was previously approved by the boards of directors of the Company and Parent, providing for, among other things, a merger of the Company with and into Parent (the “Merger”), in which each of the issued and outstanding common shares, no par value per share, of the Company (the “Company Common Shares”) (other than Excluded Shares and Dissenting 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.
NON-SOLICITATION AGREEMENT dated as of April 5, 2017 by and between and PACWEST BANCORPNon-Solicitation Agreement • April 7th, 2017 • CU Bancorp • National commercial banks • California
This NON-SOLICITATION AGREEMENT (this “Agreement”) is dated as of April 5, 2017, by and between [ ] (“Key Person”) and PacWest Bancorp, a Delaware corporation (“Parent”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
