BANC OF CALIFORNIA, INC. COMMON STOCK $.01 PAR VALUE PER SHARE SALES AGENCY AGREEMENTSales Agency Agreement • August 4th, 2016 • Banc of California, Inc. • National commercial banks • New York
Banc of California, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time to or through Sandler O’Neill & Partners, L.P., as sales agent (the “Agent” or “you”), shares of voting common stock, $.01 par value per share (“Common Stock”) of the Company, having an aggregate gross sales price not to exceed $500,000,000.00 (the “Shares”) on the terms set forth in this agreement (this “Agreement”). The Company agrees that whenever it determines to sell the Common Stock directly to the Agent, as principal or otherwise other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will be agreed upon by the parties thereto (each, a “Terms Agreement”).
