Common Contracts

LETTER OF TRANSMITTAL

Merger Agreement • April 3rd, 2017

• Contract Type
  Merger Agreement
• Filed
  April 3rd, 2017

Heritage Oaks Bancorp (“HEOP”) entered into an Agreement and Plan of Reorganization, dated as of December 12, 2016 (the “Merger Agreement”), with Pacific Premier Bancorp, Inc. (“Pacific Premier”), which provides for the merger of HEOP with and into Pacific Premier, with Pacific Premier as the surviving institution (the “Merger”). This Letter of Transmittal is being sent to HEOP shareholders in accordance with the Merger Agreement for the purpose of providing HEOP 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 HEOP common stock (the “Shares”) in exchange for the “Merger Consideration,” which, for each Share surrendered, consists of 0.3471 of a share of Pacific Premier common stock. N