BANC OF CALIFORNIA, INC. (a Maryland corporation) 4,850,000 Shares of Common Stock, $.01 Par Value per Share UNDERWRITING AGREEMENTBanc of California, Inc. • March 8th, 2016 • National commercial banks • New York
Banc of California, Inc. 18500 Von Karman Avenue, Suite 1100 Irvine, California 92612 March 2, 2016Banc of California, Inc. • March 8th, 2016 • National commercial banks
Reference is made to (a) that certain Stock Appreciation Right Grant Agreement, dated as of August 21, 2012, as amended (the “SAR Agreement”), by and between you and Banc of California, Inc., a Maryland corporation (the “Company”), which, among other things, provides for the issuance of additional stock appreciation rights to you upon the occurrence of certain issuances of Company common stock, par value $0.01 per share (“Common Stock”), by the Company (the “Antidilution Right”); (b) the Company’s public underwritten offering of up to 5,577,500 shares of Common Stock, including any overallotment option granted to the underwriters thereof (the “Offering”), which is currently anticipated to close (the “Closing”) on or around March 7, 2016; and (c) the pending evaluation of the Company’s executive compensation programs, including with respect to the employment agreement of and incentive awards held by you, and anticipated modification of such employment agreement and incentive awards. Cap
