LETTER OF TRANSMITTAL To Accompany Certificates for Shares of Common Stock of FIRST ASSOCIATIONS BANKMerger Agreement • January 15th, 2013 • Pacific Premier Bancorp Inc • State commercial banks
Contract Type FiledJanuary 15th, 2013 Company IndustryFirst 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