ARTICLE IAgreement and Plan of Reorganization • January 27th, 1997 • Life Financial Corp
Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167Assignment and Assumption Agreement • May 1st, 2001 • Life Financial Corp • Savings institution, federally chartered • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2012 • Pacific Premier Bancorp Inc • State commercial banks • Florida
Pacific Premier Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Raymond James & Associates, Inc. (“Raymond James”) and D.A. Davidson & Co. (each an “Underwriter” and collectively, the “Underwriters”), for whom Raymond James is acting as representative (in such capacity, the “Representative”) an aggregate of 3,300,000 shares of its Common Stock, par value $.01 per share (the “Common Stock”) at the price of $9.45 per share (the “Purchase Price Per Share”). The aggregate of 3,300,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 495,000 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Securities.”
EXHIBIT 1 2,500,000 Shares LIFE FINANCIAL CORP. (a Delaware corporation) Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 12th, 1997 • Life Financial Corp • Savings institution, federally chartered • New York
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PALM DESERT NATIONAL BANK, PALM DESERT, CA FEDERAL DEPOSIT INSURANCE CORPORATION and PACIFIC PREMIER BANK COSTA MESA, CALIFORNIA DATED...Purchase and Assumption Agreement • May 3rd, 2012 • Pacific Premier Bancorp Inc • State commercial banks
GUARANTEE AGREEMENT PACIFIC PREMIER BANCORP, INC. Dated as of March 25, 2004Guarantee Agreement • May 3rd, 2004 • Pacific Premier Bancorp Inc • Savings institution, federally chartered • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of March 25, 2004, is executed and delivered by PACIFIC PREMIER BANCORP, INC., a savings and loan holding company incorporated in the State of Delaware (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of PPBI Trust I, a Delaware statutory trust (the “Issuer”).
LIFE SAVINGS BANK, FEDERAL SAVINGS BANK AS BORROWER AND MORGAN STANLEY MORTGAGE CAPITAL INC. AS LENDERMaster Loan and Security Agreement • June 11th, 1997 • Life Financial Corp • Savings institution, federally chartered • New York
• ] Shares Pacific Premier Bancorp, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2009 • Pacific Premier Bancorp Inc • State commercial banks • Illinois
Howe Barnes Hoefer & Arnett, Inc. As representative of the several Underwriters named in Schedule I hereto c/o Howe Barnes Hoefer & Arnett, Inc. 222 South Riverside Plaza 7th Floor Chicago, Illinois 60606
EXHIBIT 99.3 SUPERVISORY AGREEMENTSupervisory Agreement • September 29th, 2000 • Life Financial Corp • Savings institution, federally chartered
PACIFIC PREMIER BANCORP, INC.Underwriting Agreement • June 15th, 2020 • Pacific Premier Bancorp Inc • State commercial banks • New York
Pacific Premier Bancorp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $150,000,000 aggregate principal amount of the Company’s 5.375% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”). The Securities will be issued pursuant to the indenture (the “Base Indenture”), dated as of May 8, 2019, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the
January 23, 1997 DRAFT FORM OF LIFE SAVINGS BANK, FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT This AGREEMENT is made effective as of __________________, 1997, by and between Life Savings Bank, Federal Savings Bank (the "Bank"), a federal savings bank...Employment Agreement • January 27th, 1997 • Life Financial Corp • California
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2016 • Pacific Premier Bancorp Inc • State commercial banks • California
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated as of this 31st day of May, 2016, by and between Thomas Rice (the “Executive”) and Pacific Premier Bank (the “Bank”).
January 23,1997 DRAFT FORM OF LIFE FINANCIAL CORP. EMPLOYMENT AGREEMENT This AGREEMENT ("Agreement") is made effective as of _________________, 1997, by and between Life Financial Corp. (the "Company"), a corporation organized under the laws of...Employment Agreement • January 27th, 1997 • Life Financial Corp • Delaware
SERVICING RIGHTS PURCHASE AGREEMENTServicing Rights Purchase Agreement • May 1st, 2001 • Life Financial Corp • Savings institution, federally chartered • Oregon
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2016 • Pacific Premier Bancorp Inc • State commercial banks • California
EMPLOYMENT AGREEMENT (“Agreement”) dated this 31st day of May 2016, by and between Ronald J. Nicolas, Jr. (the “Executive”), Pacific Premier Bancorp, Inc. (the “Company”) and Pacific Premier Bank (the “Bank” and, together with the Company, the “Employers”).
Common Stock ($0.01 par value per share)Life Financial Corp • March 27th, 1997 • Savings institution, federally chartered • California
PACIFIC PREMIER BANCORP, INC. $60,000,000 Aggregate Principal Amount of 5.75% Subordinated Notes Due 2024 ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • September 2nd, 2014 • Pacific Premier Bancorp Inc • State commercial banks • New York
ISSUING AND PAYING AGENCY AGREEMENT, dated as of August 29, 2014 (the “Agreement”), between Pacific Premier Bancorp, Inc., a corporation organized under the laws of the State of Delaware, as issuer (the “Issuer”), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the “Issuing and Paying Agent”).
PACIFIC PREMIER BANCORP, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2003 • Pacific Premier Bancorp Inc • Savings institution, federally chartered • Virginia
FRIEDMAN, BILLINGS, RAMSEY & CO., INC. as Representative of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209
EXHIBIT 4.1 LIFE SAVINGS BANK, FEDERAL SAVINGS BANK (the "Company") 13 1/2% SUBORDINATED DEBENTURES DUE March 15, 2004 DEBENTURE PURCHASE AGREEMENT Dated as of March 12, 1997 TABLE OF CONTENTS (Not Part of Agreement)Debenture Purchase Agreement • March 27th, 1997 • Life Financial Corp • Savings institution, federally chartered • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2021 • Pacific Premier Bancorp Inc • State commercial banks • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 30, 2021 (the “Effective Date”), by and between Edward Wilcox (the “Executive”), and Pacific Premier Bank (the “Bank”) (collectively the “Parties”).
FORM OF PACIFIC PREMIER BANCORP INC. 2004 LONG-TERM INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 3rd, 2004 • Pacific Premier Bancorp Inc • Savings institution, federally chartered • Delaware
Stock Option Agreement (this “Option Agreement”), dated as of (the “Grant Date”), between Pacific Premier Bancorp, Inc. (the “Company”) and (the “Participant”). This Option Agreement is pursuant to the terms of the Pacific Premier Bancorp, Inc. 2004 Long-Term Incentive Plan (the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Option Agreement, they shall have the meanings set forth in the Plan.
LETTER OF ELECTION AND TRANSMITTAL To Accompany Certificates for Shares of Common Stock of INDEPENDENCE BANKPacific Premier Bancorp Inc • December 8th, 2014 • State commercial banks
Independence Bank ("Independence") entered into an Agreement and Plan of Reorganization, dated as of October 21, 2014 (the "Merger Agreement"), with Pacific Premier Bancorp, Inc. ("Pacific Premier") and Pacific Premier Bank ("Pacific Premier Bank"), which provides for the merger of Independence with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution (the "Merger"). This Letter of Election and Transmittal is being sent to Independence shareholders in accordance with the Merger Agreement for the purpose of providing Independence shareholders with the opportunity to elect the form of, and to receive, their aggregate Merger Consideration (as hereinafter defined). Pursuant to the Merger Agreement, shareholders of Independence may elect to receive cash, shares of Pacific Premier common stock, or a combination of both in exchange for their shares of Independence common stock upon consummation of the Merger. The election is subject to allocation procedures in
Exhibit 99.2 AGREEMENT AND MUTUAL GENERAL RELEASE This Agreement and Mutual General Release ("Agreement") is made and entered into as of this 5th day of January 2004 by and among New Life Holdings, LLC, a California limited liability company...Agreement and Mutual General Release • January 26th, 2004 • Pacific Premier Bancorp Inc • Savings institution, federally chartered • California
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of March 11, 1998 (the "Agreement") by and among LIFE FINANCIAL CORPORATION, a Delaware corporation (the "Seller"), FIRSTPLUS FINANCIAL GROUP, INC., a Nevada corporation (the...Agreement and Plan of Merger • March 25th, 1998 • Life Financial Corp • Savings institution, federally chartered • Texas
A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."Mutual General Release • January 26th, 2004 • Pacific Premier Bancorp Inc • Savings institution, federally chartered • California
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2007 • Pacific Premier Bancorp Inc • State commercial banks • California
EMPLOYMENT AGREEMENT (“Agreement”) dated this 19th day of December 2007, by and between John Shindler (the “Executive”) and Pacific Premier Bank (the “Bank” or the “Employer”).
ARTICLE 1 DEFINITIONSPacific Premier • May 19th, 2006 • Pacific Premier Bancorp Inc • Savings institution, federally chartered
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2021 • Pacific Premier Bancorp Inc • State commercial banks • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 30, 2021 (the “Effective Date”), by and between Steven R. Gardner (the “Executive”), Pacific Premier Bancorp, Inc. (the “Company”) and Pacific Premier Bank (the “Bank” and, together with the Company, the “Employers”) (collectively the “Parties”).
PACIFIC PREMIER BANCORP, INC. 2012 LONG-TERM INCENTIVE PLAN [NAMED EXECUTIVE OFFICER INCENTIVE] RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 16th, 2017 • Pacific Premier Bancorp Inc • State commercial banks • Delaware
Pacific Premier Bancorp, Inc., a Delaware corporation and any Subsidiary (the “Company”), hereby grants a restricted common stock (“Common Stock”) award (the “Stock Award”) to the person named below. This Stock Award is issued pursuant to the Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”) and the terms and conditions of this Stock Award shall be as set forth in the Plan and as are set forth in this Restricted Stock Award Agreement (“Agreement”).
PACIFIC PREMIER BANCORP, INC.Underwriting Agreement • May 8th, 2019 • Pacific Premier Bancorp Inc • State commercial banks • New York
Pacific Premier Bancorp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $125,000,000 aggregate principal amount of the Company’s 4.875% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”), to be dated as of the Closing Time (as defined in Section 2(b)), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connec
EMPLOYMENT AGREEMENT BETWEEN LIFE BANK AND STEVEN GARDNEREmployment Agreement • August 28th, 2003 • Pacific Premier Bancorp Inc • Savings institution, federally chartered • California
This Employment Agreement (“Agreement”) is by and between LIFE BANK, a federal savings bank (“Bank”) and STEVEN GARDNER (“Executive”). Bank hereby employs Executive and Executive hereby accepts employment with Bank in accordance with the following terms and subject to the following conditions:
AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF SEPTEMBER 30, 2015 BY AND BETWEEN PACIFIC PREMIER BANCORP, INC. AND SECURITY CALIFORNIA BANCORPShareholder Agreement • October 1st, 2015 • Pacific Premier Bancorp Inc • State commercial banks • Delaware
AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 30, 2015 between Pacific Premier Bancorp, Inc. (“PPBI”) and Security California Bancorp (“SCB”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 27th, 2001 • Life Financial Corp • Savings institution, federally chartered • California
LETTER OF TRANSMITTAL To Accompany Certificates for Shares of Common Stock of FIRST ASSOCIATIONS BANKPacific Premier Bancorp Inc • January 15th, 2013 • State commercial banks
First Associations Bank ("FAB") entered into an Agreement and Plan of Reorganization, dated as of October 15, 2012 (the "Merger Agreement"), with Pacific Premier Bancorp, Inc. ("Pacific Premier") and Pacific Premier Bank ("Pacific Premier Bank"), which provides for the merger of FAB with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution (the "Merger"). This Letter of Transmittal is being sent to FAB shareholders in accordance with the Merger Agreement for the purpose of providing FAB shareholders with the opportunity to receive their aggregate Merger Consideration (as hereinafter defined). Pursuant to the Merger Agreement, the undersigned hereby surrenders to American Stock Transfer & Trust Company, LLC, as the exchange agent (the "Exchange Agent"), the undersigned's stock certificate(s) (the "Certificate(s)") representing shares of FAB common stock (the "Shares") in exchange for the "Merger Consideration," which, for each Share surrendered, consists
PACIFIC PREMIER BANCORP, INC. AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 16th, 2017 • Pacific Premier Bancorp Inc • State commercial banks • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), effective as of (the “Grant Date”), is made by and between Pacific Premier Bancorp, Inc., a Delaware corporation (the “Company”), and (the “Participant”). This Restricted Stock Unit Award is made pursuant to the terms of the Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”), a copy of which has been provided to the Participant and the terms of which are hereby incorporated by reference and made part of this Agreement. Unless otherwise indicated, whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in the Plan.
