●] Shares FCB Financial Holdings, Inc. Class A Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENTFCB Financial Holdings, Inc. • July 29th, 2014 • National commercial banks • New York
FCB Financial Holdings, Inc., a Delaware corporation (the “Company”), and certain shareholders of the Company (the “Selling Shareholders”) propose, subject to the terms and conditions set forth herein, to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) of the Company’s Class A common stock, $0.001 par value per share (the “Class A Common Stock”), of which [●] shares will be sold by the Company and [●] shares will be sold by the Selling Shareholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto. The Company and the Selling Shareholders are sometimes referred to herein collectively as the “Sellers.” The Company and the Sell
