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
Company FiledDecember 8th, 2014 IndustryIndependence 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
LETTER OF ELECTION AND TRANSMITTAL To Accompany Certificates for Shares of Common Stock of SAN DIEGO TRUST BANKPacific Premier Bancorp Inc • April 30th, 2013 • State commercial banks
Company FiledApril 30th, 2013 IndustrySan Diego Trust Bank ("SDTB") entered into an Agreement and Plan of Reorganization, dated as of March 5, 2013 (the "Merger Agreement"), with Pacific Premier Bancorp, Inc. ("Pacific Premier") and Pacific Premier Bank ("Pacific Premier Bank"), which provides for the merger of SDTB 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 SDTB shareholders in accordance with the Merger Agreement for the purpose of providing SDTB 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 SDTB may elect to receive cash, shares of Pacific Premier common stock, or a combination of both in exchange for their shares of SDTB common stock upon consummation of the Merger. The election is subject to allocation procedures intended to ensure that 50% of the aggregate value