0001193125-17-082150 Sample Contracts

COOPERATION AGREEMENT
Cooperation Agreement • March 14th, 2017 • Banc of California, Inc. • National commercial banks • Maryland

This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of March 13, 2017, by and among Banc of California, Inc., a Maryland corporation (the “Company”), Legion Partners Asset Management, LLC , a Delaware limited liability company (“Legion Partners”) and the other persons and entities listed on Schedule A hereto (collectively and together with other Affiliates of Legion Partners who are or hereafter become beneficial owners of any shares of Common Stock (as defined below), the “Legion Group” and each individually, a “Member”). Certain capitalized terms used in this Agreement are also defined in Section 8.

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