0001193125-14-388211 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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ACKNOWLEDGMENT AND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 30th, 2014 • Banc of California, Inc. • National commercial banks • California

Reference is made to the Securities Purchase Agreement (the “Agreement”) dated as of April 22, 2014 by and between Banc of California, Inc., a Maryland corporation (the “Company”) and OCM BOCA Investor, LLC (the “Investor”). This Acknowledgment and Amendment (this “Amendment”), dated as of October 28, 2014, by and between the Company and the Investor, hereby amends the Agreement and sets forth certain acknowledgments in connection therewith as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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