AGREEMENT AND PLAN OF MERGER dated as of March 22, 2021 by and between BANC OF CALIFORNIA, INC. and PACIFIC MERCANTILE BANCORPMerger Agreement • 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”).
March 22, 2021Merger Agreement • March 23rd, 2021 • Banc of California, Inc. • 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.
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).
