• | to approve the merger, which we refer to as the BOC merger proposal; |
• | to approve the issuance of BOC common stock in connection with the merger, which we refer to as the BOC stock issuance proposal; and |
• | to approve one or more adjournments of the BOC special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies if there are insufficient votes at the time of the BOC special meeting to approve the BOC merger proposal or BOC stock issuance proposal, which we refer to as the BOC adjournment proposal. |
• | to approve the principal terms of the merger agreement, which we refer to as the PMB merger proposal; |
• | to approve, on a non-binding, advisory basis, the compensation to be paid in connection with the merger to the named executive officers, or NEOs, of PMB, which we refer to as the PMB NEO compensation proposal; and |
• | to approve one or more adjournments of the PMB special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies if there are insufficient votes at the time of the PMB special meeting to approve the PMB merger proposal or PMB NEO compensation proposal, which we refer to as the PMB adjournment proposal. |
/S/ Jared Wolff | | | /S/ Brad Dinsmore |
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Jared Wolff President and Chief Executive Officer Banc of California, Inc. | | | Brad Dinsmore Chief Executive Officer Pacific Mercantile Bancorp |