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.”
