Banc of California, Inc.Underwriting Agreement • October 30th, 2020 • Banc of California, Inc. • National commercial banks • New York
Banc of California, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $85,000,000 aggregate principal amount of the Company’s 4.375% Fixed-to-Floating Rate Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Time (as defined below) (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Secu
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 18th, 2016 • Banc of California, Inc. • National commercial banks • Maryland
This Indemnification Agreement (“Agreement”) is made as of _______, 201__ by and between Banc of California, Inc., a Maryland corporation (the “Company”), and ___________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
BANC OF CALIFORNIA, INC. (a Maryland corporation)Purchase Agreement • April 6th, 2015 • Banc of California, Inc. • National commercial banks • New York
Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $175,000,000 aggregate principal amount of the Company’s 5.25% Senior Notes due April 15, 2025 (the “Securities”). The Securities are to be issued pursuant to an Indenture, dated as of April 23, 2012 (the “Base Indenture”), as supplemented by a Supplemental Indenture thereto relating to the Securities, dated as of April 6, 2015 (collectively, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
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
1,583,641 Shares FIRST PACTRUST BANCORP, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2011 • First Pactrust Bancorp Inc • National commercial banks • Illinois
BANC OF CALIFORNIA, INC., U.S. BANK NATIONAL ASSOCIATION, as Purchase Contract Agent and U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture referred to herein PURCHASE CONTRACT AGREEMENT Dated as of May 21, 2014Purchase Contract Agreement • May 21st, 2014 • Banc of California, Inc. • National commercial banks • New York
PURCHASE CONTRACT AGREEMENT, dated as of May 21, 2014, among BANC OF CALIFORNIA, INC., a Maryland corporation (the “Company”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, acting as purchase contract agent (the “Purchase Contract Agent”), and U.S. BANK NATIONAL ASSOCIATION, acting as Trustee under the Indenture (as defined herein).
ContractDeposit Agreement • November 16th, 2010 • First Pactrust Bancorp Inc • National commercial banks • New York
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”).
AGREEMENT AND PLAN OF MERGER by and among FIRST PACTRUST BANCORP, INC., BEACH BUSINESS BANK and THE PRIVATE BANK OF CALIFORNIA Dated as of August 21, 2012Agreement and Plan of Merger • August 27th, 2012 • First Pactrust Bancorp Inc • National commercial banks • California
Agreement and Plan of Merger (“Agreement”), dated as of August 21, 2012, by and among First PacTrust Bancorp, Inc., a Maryland corporation (“Parent”), Beach Business Bank, a California corporation (“Beach”), and The Private Bank of California, a California corporation (“Company”). Certain capitalized terms have the meanings given to such terms in Article I.
First PacTrust Bancorp, Inc. and Warrant Agent WARRANT AGREEMENT Providing for the Issuance of ____________________ Warrants Dated as of _______________________, 20___Warrant Agreement • November 16th, 2010 • First Pactrust Bancorp Inc • National commercial banks • Maryland
THIS WARRANT AGREEMENT is entered into as of, 20__ between First PacTrust Bancorp, Inc., a corporation incorporated under the laws of the State of Maryland (the “Company”) and _____________________, a ________ incorporated under the laws of ____________ (the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2023 • Banc of California, Inc. • National commercial banks • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 5, 2023 between and among Banc of California, Inc. (the “Company”), Banc of California, National Association (the “Bank” and together with the Company, “Employer”), on the one hand, and Joseph Kauder (“Executive”), on the other hand.
FIRST PACTRUST BANCORP, INC. 18500 VON KARMAN AVENUE, SUITE 1100 IRVINE, CALIFORNIA 92612Incentive Bonus Award Agreement • November 13th, 2012 • First Pactrust Bancorp Inc • National commercial banks • California
This Incentive Bonus Award Agreement (this “Agreement”) supplements and amends that certain employment agreement dated as of November 17, 2010 (your “Employment Agreement”) between and among you, First PacTrust Bancorp, Inc. (the “Corporation”), and Pacific Trust Bank (together with the Corporation, the “Company”). Capitalized terms not separately defined herein shall have the meanings ascribed thereto in your Employment Agreement.
DEPOSIT AGREEMENT among BANC OF CALIFORNIA, INC., COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of February 8, 2016Deposit Agreement • February 8th, 2016 • Banc of California, Inc. • National commercial banks • Maryland
DEPOSIT AGREEMENT dated as of February 8, 2016, by and among (i) Banc of California, Inc., a Maryland corporation, (ii) Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company” and together with Computershare, collectively, the “Depositary”), and (iii) the Holders from time to time of the Receipts described herein.
DEPOSIT AGREEMENT by and among BANC OF CALIFORNIA, INC. As Issuer andDeposit Agreement • December 1st, 2023 • Banc of California, Inc. • National commercial banks • Delaware
DEPOSIT AGREEMENT, dated November 30 2023, by and among (i) Banc of California, Inc., a Maryland corporation (the “Corporation”); (ii) Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company” and, together with Computershare, jointly the “Depositary”) and (iii) the Record Holders from time to time of the Receipts described in this Deposit Agreement.
ASSUMPTION AGREEMENTSecurities Purchase Agreement • July 3rd, 2013 • First Pactrust Bancorp Inc • National commercial banks • New York
This ASSUMPTION AGREEMENT (this “Agreement”), is entered into this 1st day of July, 2013 (the “Effective Date”), by and between First PacTrust Bancorp, Inc., a Maryland corporation (“First PacTrust”) and The Private Bank of California, a California corporation (“PBOC”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2011 • First Pactrust Bancorp Inc • National commercial banks • California
This Employment Agreement (this “Agreement”) is made effective as of May 6, 2011 (the “Effective Date”), by and among First PacTrust Bancorp, Inc. a Maryland corporation (“Bancorp”) and Pacific Trust Bank, a federally-chartered savings bank (“Bank”) (collectively “Employer or “First Pac”), and Marangal I. Domingo (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2012 • First Pactrust Bancorp Inc • National commercial banks • California
This Employment Agreement (this “Agreement”) is made effective as of November 14, 2012 (the “Effective Date”), between and among Pacific Trust Bank, FSB, a federally-chartered savings bank (the “Employer”), First PacTrust Bancorp, Inc. (“Bancorp”), and Lonny D. Robinson (the “Employee”).
AGREEMENT AND PLAN OF MERGER dated as of March 22, 2021 by and between BANC OF CALIFORNIA, INC. and PACIFIC MERCANTILE BANCORPAgreement and Plan of Merger • March 23rd, 2021 • Banc of California, Inc. • National commercial banks • New York
AGREEMENT AND PLAN OF MERGER, dated as of March 22, 2021 (this “Agreement”), by and between Banc of California, Inc., a Maryland corporation (“Parent”), and Pacific Mercantile Bancorp, a California corporation (the “Company”) (collectively hereinafter referred to as the “Parties”).
BANC OF CALIFORNIA, INC. (a Maryland corporation) 5,250,000 Shares of Common Stock, $.01 Par Value per Share UNDERWRITING AGREEMENTBanc of California, Inc. • May 11th, 2016 • National commercial banks • New York
INVESTMENT AGREEMENT by and between BANC OF CALIFORNIA, INC., and CB LAKER BUYER L.P. Dated as of July 25, 2023Investment Agreement • July 28th, 2023 • Banc of California, Inc. • National commercial banks • Delaware
INVESTMENT AGREEMENT, dated as of July 25, 2023 (this “Agreement”), by and between BANC OF CALIFORNIA, INC., a Maryland corporation (the “Company”), and CB LAKER BUYER L.P., a Delaware limited partnership (“Purchaser”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2016 • Banc of California, Inc. • National commercial banks • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 24, 2016 by and between Banc of California, Inc., a Maryland corporation (the “Company” and, together with its subsidiaries and affiliates, including Banc of California, N.A. (the “Bank”), “Employer”), and Thedora Nickel (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2014 • Banc of California, Inc. • National commercial banks • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 30, 2014, is made by and among Banc of California, Inc., a Maryland corporation (the “Company”), and the investors named on Exhibit A hereto (collectively, the “Investor”) (each of the Company and the Investor a “Party” and, collectively, the “Parties”).
BANC OF CALIFORNIA, INC. INCENTIVE STOCK OPTION AGREEMENT (PERFORMANCE-BASED)Incentive Stock Option Agreement • August 17th, 2018 • Banc of California, Inc. • National commercial banks • Maryland
This Option is granted pursuant to this Incentive Stock Option Agreement (the “Agreement”) on , 20 (the “Grant Date”) by Banc of California, Inc., a Maryland corporation (the “Company”), to (the “Optionee”), in accordance with the following terms and conditions:
BANC OF CALIFORNIA, INC. RESTRICTED STOCK UNIT AGREEMENT (FOR NON-EMPLOYEE DIRECTORS)Restricted Stock Unit Agreement • August 17th, 2018 • Banc of California, Inc. • National commercial banks • Maryland
Restricted Stock Units are hereby awarded pursuant to this Restricted Stock Unit Agreement (this “Agreement”) on , 20 by Banc of California, Inc., a Maryland corporation (the “Company”), to (the “Grantee”), in accordance with the following terms and conditions:
REGISTRATION RIGHTS AGREEMENT by and among Banc of California, Inc. and WP CLIPPER GG 14 L.P. WP CLIPPER FS II L.P. CB LAKER BUYER L.P. Dated as of November 30, 2023Registration Rights Agreement • December 1st, 2023 • Banc of California, Inc. • National commercial banks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 30, 2023 (this “Agreement”), is by and among Banc of California, Inc., a Maryland corporation (the “Company”), and the undersigned parties listed as “Purchaser” on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
BANC OF CALIFORNIA, INC. RESTRICTED STOCK AGREEMENT (PERFORMANCE-BASED)Restricted Stock Agreement • August 17th, 2018 • Banc of California, Inc. • National commercial banks • Maryland
Shares of Restricted Stock are hereby awarded pursuant to this Restricted Stock Agreement (the “Agreement”) on , 20 by Banc of California, Inc., a Maryland corporation (the “Company”), to (the “Grantee”), in accordance with the following terms and conditions:
FIRST PACTRUST BANCORP, INC. COMMON STOCK SUBSCRIPTION AGREEMENTSubscription Agreement • July 27th, 2010 • First Pactrust Bancorp Inc • National commercial banks • New York
THIS SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) dated as of July 19, 2010 is made by and among the undersigned subscriber or subscribers (the “Subscriber”), and First PacTrust Bancorp, Inc., a Maryland corporation (the “Company”), that owns all of the issued and outstanding capital stock of Pacific Trust Bank, a federally-chartered stock savings association (the “Bank”).
DEPOSIT AGREEMENT among FIRST PACTRUST BANCORP, INC., REGISTRAR AND TRANSFER COMPANY, as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of June 12, 2013Deposit Agreement • June 12th, 2013 • First Pactrust Bancorp Inc • National commercial banks • Maryland
DEPOSIT AGREEMENT dated as of June 12, 2013, by and among (i) First PacTrust Bancorp, Inc., a Maryland corporation, (ii) Registrar and Transfer Company, a New Jersey corporation, and (iii) the Holders from time to time of the Receipts described herein.
March 22, 2021Banc of California, Inc. • March 23rd, 2021 • National commercial banks
As a holder of Company Common Shares (as defined below), the undersigned (the “Shareholder”) understands that Pacific Mercantile Bancorp, a California corporation (the “Company”), and Banc of California, Inc., a Maryland corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated as of March 22, 2021 (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) 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.
Re: Agreement and Plan of Merger by and between First PacTrust Bancorp, Inc. (“Buyer”) and The Private Bank of California (the “Company”)First Pactrust Bancorp Inc • February 6th, 2013 • National commercial banks • California
In consideration of the expenses and other obligations Buyer will incur in connection with the Agreement and Plan of Merger, by and between Buyer and the Company, dated as of August 21, 2012 (as may be amended, amended and restated or otherwise modified from time to time, the “Merger Agreement”), and in order to induce Buyer to execute the Merger Agreement and to proceed to incur such expenses, Richard M. Pachulski, individually and as Trustee of the Richard and Dana Pachulski Living Trust Dated September 30, 2003 (“Shareholder”) hereby agrees as follows (capitalized terms used and not defined herein shall have the meaning given such terms in the Merger Agreement):
NON-SOLICITATION AGREEMENT dated as of March 22, 2021 by and between and BANC OF CALIFORNIA, INC.Non-Solicitation Agreement • March 23rd, 2021 • Banc of California, Inc. • National commercial banks • California
This NON-SOLICITATION AGREEMENT (this “Agreement”) is dated as of March 22, 2021, by and between [•] (“Key Person”) and Banc of California, Inc., a Maryland corporation (“Parent”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
BANC OF CALIFORNIA, INC. NONQUALIFIED OPTION AGREEMENTNonqualified Option Agreement • August 17th, 2018 • Banc of California, Inc. • National commercial banks • Maryland
This Option is granted pursuant to this Nonqualified Option Agreement (the “Agreement”) on , 20 (the “Grant Date”) by Banc of California, Inc., a Maryland corporation (the “Company”), to (the “Optionee”), in accordance with the following terms and conditions:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2013 • First Pactrust Bancorp Inc • National commercial banks • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 21, 2013, by and among First PacTrust Bancorp, Inc., a Maryland corporation (the “Company”), and the investors named on Exhibit A hereto (each an “Investor” and collectively the “Investors”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 6th, 2013 • First Pactrust Bancorp Inc • National commercial banks • California
This CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of April 2, 2012 (the “Effective Date”), by and between The Private Bank of California (the “Bank”) and Suzanne Dondanville (“Executive”) for the purposes set forth hereinafter.
COMPENSATION MODIFICATION AGREEMENTAgreement • November 21st, 2008 • First Pactrust Bancorp Inc • National commercial banks • California
THIS AGREEMENT (“Agreement”), made this 18th day of November, 2008, by and between First PacTrust Bancorp, Inc., Pacific Trust Bank, its wholly owned subsidiary, (together, the “Corporation”) and ___________________________, a senior executive officer of the Corporation (“Executive”).
