West Coast Bancorp Common Stock no par value per share Sales Agency AgreementSales Agency Agreement • June 24th, 2010 • West Coast Bancorp /New/Or/ • State commercial banks • New York
West Coast Bancorp, an Oregon corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Sandler O’Neill & Partners, L.P., as sales agent (the “Agent”), shares of the common stock, no par value per share (“Common Stock”) of the Company, having an aggregate gross sales price of up to $30,000,000 (the “Shares”) on the terms set forth in Section 2 of 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”). Notwithstanding the foregoing, in no event shall the aggregate gross sales price of the Shares sold pursuant to this Agreement and
