8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):		September 2, 2014 (August 29, 2014)
PACIFIC PREMIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE	0-22193			33-0743196
(State or other jurisdiction of incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
17901 Von Karman Avenue, Suite 1200, Irvine, CA				92614
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(949) 864-8000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On August 29, 2014, Pacific Premier Bancorp, Inc. (the “Company”) completed the issuance of $60 million in aggregate principal amount of 5.75% Subordinated Notes Due 2024 (the “Notes”) in a private placement transaction to institutional accredited investors (the “Private Placement”).  The Notes were issued by the Company pursuant to a Note Subscription Agreement, dated August 27, 2014 (the “Note Subscription Agreement”), among the Company and the institutional accredited investors identified therein, and an Issuing and Paying Agency Agreement, dated August 29, 2014 (the "IPAA"), between the Company and U.S. Bank National Association, as the issuing and paying agent.

The net proceeds of the offering will be approximately $59 million and will be used for general corporate purposes, including, but not limited to, contribution of capital to Pacific Premier Bank (the "Bank"), which is a wholly-owned subsidiary of the Company, and to support both organic growth as well as opportunistic acquisitions, should appropriate opportunities arise.  The Notes are expected to qualify as Tier 2 capital for regulatory capital purposes, subject to applicable limitations.

The Notes will bear interest at an annual fixed rate of 5.75% with the first interest payment on the Notes occurring on March 3, 2015, and interest will be paid semiannually each March 3 and September 3 until September 3, 2024.  As more completely discussed in the IPAA, the indebtedness evidenced by the Notes, including principal and interest, is unsecured and subordinate and junior in right of payment to all of the Company’s senior indebtedness from time to time outstanding, and is effectively junior in right of payment to general creditors and depositors of the Bank.  The Notes will rank senior to the Company’s existing junior subordinated debentures underlying outstanding trust preferred securities.  The IPAA also contains provisions with respect to redemption features and other matters pertaining to the Notes.

The IPAA and the form of Note are filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2 respectively.  The above summaries of the IPAA and the Notes do not purport to be a complete description of such documents and are qualified in their entirety by reference to the documents attached hereto.

ITEM 7.01  REGULATION FD DISCLOSURE

On September 2, 2014, the Company issued a press release announcing the completion of the Private Placement.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Information contained in Exhibit 99.1 shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

    4.1 Issuing and Paying Agency Agreement, dated August 29, 2014 (the "IPAA"), between the Company and U.S. Bank National Association, as the issuing and paying agent

    4.2 Form of Global 5.75% Subordinated Note due 2024

   99.1 Press Release, dated September 2, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PACIFIC PREMIER BANCORP, INC.
Dated:	September 2, 2014	By:	/s/ STEVEN R. GARDNER
			Steven R. Gardner
			President and Chief Executive Officer

EXHIBIT INDEX

Exhibit

Number

    4.1 Issuing and Paying Agency Agreement, dated August 29, 2014 (the "IPAA"), between the Company and U.S. Bank National Association, as the issuing and paying agent

    4.2 Form of Global 5.75% Subordinated Note due 2024

    99.1 Press Release, dated September 2, 2014.

EX-4.1

Exhibit 4.1

PACIFIC PREMIER BANCORP, INC.

$60,000,000 Aggregate Principal Amount of 5.75% Subordinated Notes Due 2024

ISSUING AND PAYING AGENCY AGREEMENT

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”).

WHEREAS the Issuer proposes to issue $60,000,000 aggregate principal amount of its 5.75% Subordinated Notes Due 2024 (the “Notes”) in transactions that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act.

WHEREAS the Issuer desires to appoint the Issuing and Paying Agent as issuing and paying agent in connection with the issuance of the Notes.

WHEREAS the Issuing and Paying Agent has agreed to act as issuing and paying agent in connection with the Notes in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.Appointment of Issuing and Paying Agent.  This Agreement does not limit the aggregate principal amount of Notes that may be issued pursuant hereto.  However, as of the date hereof, the Issuer proposes to issue $60,000,000 aggregate principal amount of the Notes, provided that the Issuer reserves the right to increase such amount of Notes from time to time without the consent of the holders of the Notes from time to time as reflected in the Issuer’s register (the “Registered Holders”) of Notes or owners of beneficial interests therein.  The Issuer has appointed U.S. Bancorp Investments, Inc. and Raymond James & Associates, Inc. and the other placement agents set forth in the Placement Agency Agreement (or such other placement agent(s) as may be appointed by the Issuer from time to time in connection with the Notes) as the placement agents for the Notes (the “Placement Agents”).  The Issuer hereby appoints the Issuing and Paying Agent to act, on the terms and conditions specified herein, as note registrar, custodian and issuing and paying agent for the Notes, and the Issuing and Paying Agent hereby accepts such appointments in accordance with such terms and conditions.

SECTION 2.Forms of Note; Global Notes; Proxies; Supply of Notes; Terms.  (a)  Forms of Notes.  The Notes shall be issued in fully registered book-entry form (the “Book-Entry Notes”) represented by one or more global Notes (the “Global Notes”) or in fully registered certificated form as contemplated by Section 2(b)(ii) below (the “Certificated Notes”), without interest coupons, substantially in the form of Note attached hereto as Exhibit A or in such other forms as shall be delivered to the Issuing and Paying Agent by the Issuer.

Notes sold to institutional investors that qualify as “accredited investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act will be evidenced by either a permanent Global Note or Certificated Notes, as the case may be.  Book-Entry Notes sold within the United States or to U.S. persons reasonably believed to be “qualified institutional buyers” within the meaning of Rule 144A (“Rule 144A”) under the Securities Act will be represented by a permanent Global Note (each, a “Rule 144A Global Note”).  The Issuing and Paying Agent shall have no duty to monitor or verify the Issuer’s or Holders’ compliance with the foregoing.

(b)Global Notes.  This Section 2(b) shall apply to all Book-Entry Notes represented by one or more Global Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the “Depositary”) or a nominee thereof:

(i)the Issuer will deposit each Global Note representing Book-Entry Notes with, or on behalf of, the Depositary and registered in the name of the Depositary or a nominee thereof;

(ii)notwithstanding any other provisions of this Agreement or a Global Note, such Global Note shall not be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor.  A Global Note may be exchanged for a Certificated Note in the event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary has ceased to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a successor depositary is not appointed by the Issuer within sixty (60) days thereafter, (B) an Event of Default (as defined in the Notes) has occurred and is continuing with respect to the Notes or (C) the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall no longer be represented by Global Notes.  Any Global Note exchanged pursuant to clause (A) or (C) above shall be so exchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary;

(iii)Notes issued in exchange for a Global Note or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such names and be in such authorized denominations as the Depositary or an authorized representative thereof shall designate.  If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at U.S. Bank National Association, Corporate Trust Services, 633 West Fifth Street, 24th Floor, Los Angeles, CA  90071, Attention: Georgina Thomas (Pacific Premier Bancorp, Inc. Subordinated Notes due 2024); Fax: (213) 615-6199  (the “Corporate Trust Office”), to be so exchanged.  With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent.  Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and

(iv)neither any members of, or participants in, the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any Global Note registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 12(f) hereof.  Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Registered Holder of a Global Note.

(c)Proxies.  The Registered Holder of a Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such Registered Holder is entitled to take under this Agreement or such Note.

(d)Supply of Notes.  If the Issuer intends to issue additional Notes, the Issuer will then furnish the Issuing and Paying Agent with an adequate supply of Notes bearing consecutive control numbers, which will have the Registered Holder, principal amount and certain terms on the face thereof left blank.  Upon reasonable notice given by the Issuing and Paying Agent to the Issuer, the Issuer shall provide to the Issuing and Paying Agent such additional number of Notes as is appropriate in the Issuer’s sole discretion.  Each Note will have been executed by the manual or facsimile signature of an Authorized Representative of the Issuer.  The Issuing and Paying Agent will hold such blank Notes in safekeeping in accordance with its customary practice and shall issue such Notes in the order of the control numbers imprinted thereon upon receipt of Issuance Instructions (as defined below).

(e)Terms.  The Notes shall mature on September 3, 2024 or such earlier date of redemption as may occur in accordance with the terms of the Notes (the “Maturity Date”) and shall each be issuable in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof (the “Authorized Denominations”).

SECTION 3.Authorized Representatives.  From time to time, and promptly upon the Issuing and Paying Agent’s request, the Issuer will furnish the Issuing and Paying Agent with an incumbency certificate certifying as to the incumbency and specimen signatures of officers authorized (i) to execute Notes on behalf of the Issuer by manual or facsimile signature and (ii) to give Issuance Instructions to the Issuing and Paying Agent in accordance with Section 4 hereof (each such officer, an “Authorized Representative”).  Until the Issuing and Paying Agent receives a subsequent incumbency certificate of the Issuer, the Issuing and Paying Agent shall be entitled to conclusively rely on the last such certificate delivered to it for purposes of determining the Authorized Representatives of the Issuer.  The Issuing and Paying Agent shall have no responsibility to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on the Notes, or to determine whether any facsimile or manual signature is genuine, provided that such facsimile or manual signature resembles reasonably closely in the Issuing and Paying Agent’s sole discretion any specimen signatures filed with the Issuing and Paying Agent by an Authorized Representative.  Any Note bearing the manual or facsimile signature of a person who is an Authorized Representative on the date such signature is affixed thereto shall bind the Issuer after the authentication thereof by the Issuing and Paying Agent, notwithstanding that such person shall have ceased to hold office on the date such Note is authenticated and delivered by the Issuing and Paying Agent.

SECTION 4.Issuance Instructions; Registration, Authentication and Delivery; Receipt of Instructions; Payment.  (a)  Issuance Instructions.  All Note issuance instructions (“Issuance Instructions”) shall be given by an Authorized Representative by facsimile transmission, in writing or by reasonably secure electronic means agreed to by the Issuer and the Issuing and Paying Agent.  Issuance Instructions shall include or otherwise reference:

(i)the aggregate principal amount of Notes issued;

(ii)name of the person in whose name the related Note is to be registered (the “Registered Holder”);

(iii)address of the Registered Holder;

(iv)wire transfer instructions, if any, for payments to the Registered Holder;

(v)taxpayer identifying number of the Registered Holder;

(vi)form of such Note (i.e., whether such Note is a Global Note or a Certificated Note);

(vii)original issue date and settlement date of such Note;

(viii)trade date of such Note;

(ix)principal amount, specified currency and authorized denominations of such Note;

(x)maturity date of such Note;

(xi)if such Note is a fixed rate note, the interest rate;

(xii)if such Note is a floating rate note, such of the following as are applicable:

(A)interest category (i.e., whether such Note is a regular floating rate Note, an inverse floating rate Note, a floating rate/fixed rate Note or another type of floating rate Note);

(B)interest rate basis or bases and any relevant related information;

(C)initial interest rate;

(D)index maturity;

(E)spread and/or spread multiplier;

(F)minimum and/or maximum interest rate;

(G)initial interest reset date;

(H)interest reset dates;

(I)day count convention; and

(J)calculation agent;

(xiii)interest payment dates for such Note;

(xiv)if such Note is an amortizing note, the applicable terms thereof;

(xv)if such Note is a discount note, the issue price thereof;

(xvi)any redemption date and price;

(xvii)any optional repayment date(s);

(xviii)rate of placement agent’s discount or commission and amount to be received in payment for such Note;

(xix)delivery and payment instructions for such Note;

(xx)additional terms, if any; and;

(xxi)any additional information as the Issuing and Paying Agent may reasonably request.

(b)Registration, Authentication and Delivery.  Upon receipt from an Authorized Representative of the issuance instructions referred to in Section 4(a) in respect of a Note, the Issuing and Paying Agent shall withdraw the necessary Notes from safekeeping and, in accordance with such instructions, shall:

(i)complete each Note as to the matters referred to in Section 4(a);

(ii)record the ownership of each Note in the Note Register (as defined in Section 12(a) hereof);

(iii)cause each Note to be manually authenticated by any one of the officers or employees of the Issuing and Paying Agent duly authorized and designated by it for such purpose; and

(iv)deliver each Note to the Placement Agents or their designated consignee (which may be the Issuing and Paying Agent in the case of Global Notes), which delivery shall be made against payment (in the case of a sale of a Note to the Placement Agents as principal) or receipt of payment (in the case of a sale of a Note to a purchaser solicited by the Placement Agents as agents of the Issuer) in immediately available funds.

(c)Receipt of Instructions.  Instructions given by an Authorized Representative by facsimile transmission, in writing or by other electronic means must be received by the Issuing and Paying Agent not later than ten (10) Business Days prior to the date such additional Notes are to be issued or such other times as may be mutually agreed in writing between the Issuer and the Issuing and Paying Agent. For purposes hereof, the term “Business Day” shall mean any day that is not a Saturday or Sunday and that, in the City of New York, New York, is not a day on which banking institutions are generally authorized or obligated by law to close. In the event that instructions are received by the Issuing and Paying Agent later than 5:00 p.m. (Eastern time) on such date, such instructions shall not be deemed to be received until the Business Day following such receipt.

(d)Payment.  It is understood that although the Issuing and Paying Agent is instructed to deliver Notes against payment in immediately available funds, delivery of the Notes, in accordance with the custom prevailing in the market, will be made before actual receipt of payment.  Once the Issuing and Paying Agent has delivered Notes to the Placement Agents or their designated consignee, as the case may be, against receipt therefor, the Issuer shall bear the risk that the Placement Agents or such designated consignee fail to remit payment for the Notes or return same to the Issuing and Paying Agent.  It is further understood that each delivery of Notes hereunder shall be subject to the rules of the Depositary in effect at the time of such delivery.

SECTION 5.Representations and Warranties.  Each delivery of Notes and Issuance Instructions to the Issuing and Paying Agent in accordance with Section 4 hereof shall constitute a continuing representation and warranty to the Issuing and Paying Agent by the Issuer that the issuance and delivery of such Notes have been duly and validly authorized by the Issuer and that the Notes, when completed, authenticated and delivered pursuant hereto, will constitute the legal, valid and binding obligation of the Issuer.

SECTION 6.Proceeds of Sale of Notes.  Proceeds received in payment for Notes are to be in immediately available funds and shall be immediately credited to an account designated in writing by the Issuer to the Issuing and Paying Agent and maintained by the Issuer.

SECTION 7.Interest Payment Dates Other Than Maturity Date; Payment Mechanics.  (a)  Interest Payment Dates.  Interest on the Notes shall be payable on the dates set forth in such Notes (each, an “Interest Payment Date”).  If any Interest Payment Date falls on a day that is not a Business Day, the related payment of interest shall be made in accordance with the terms specified in the Notes.  All interest payments on an Interest Payment Date other than the Maturity Date will be made to those parties who are Registered Holders as of the close of business on the fifteenth calendar day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date, or such other dates specified in such Notes (each, a “Regular Record Date”).  Any such interest not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Registered Holder thereof at the close of business on the applicable Regular Record Date and may either be paid to the person in whose name such Note is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Issuer, notice whereof shall be given to the Registered Holders of Notes not less than 30 calendar days prior to such special record date, or be paid at any time in any other lawful manner.

(b)Payment Mechanics.

(i)Certificated Notes.   On each Interest Payment Date other than the Maturity Date, the Issuer will pay or cause to be paid to the Issuing and Paying Agent in accordance with Section 11, in immediately available funds an amount sufficient to make the required payment on such date, and upon receipt of such funds, the Issuing and Paying Agent will disburse such amounts by check mailed, charges prepaid, to the Registered Holders at their addresses appearing on the applicable Regular Record Date in the Note Register or to such other address in the United States as any Registered Holder shall designate to the Issuing and Paying Agent in writing not later than such Regular Record Date; provided, however, that Registered Holders of $10,000,000 or more in aggregate principal amount of Certificated Notes (whether or not having identical terms and provisions) shall be entitled to receive payments of interest on an Interest Payment Date other than the Maturity Date by wire transfer of immediately available funds to an account at a bank designated by each such Registered Holder not later than the Regular Record Date prior to such Interest Payment Date.

(ii)Book-Entry Notes.  On each Interest Payment Date other than the Maturity Date, the Issuer will pay or cause to be paid to the Issuing and Paying Agent in immediately available funds an amount sufficient to make the required payment on such date and, upon receipt of such funds, the Issuing and Paying Agent, in turn, will pay to the Depositary such total amount of interest due on such Interest Payment Date.

SECTION 8.Optional Redemption.  In the event the Issuer elects to redeem any Notes in whole or in part, the Issuer shall give written notice to the Issuing and Paying Agent of the principal amount of such Notes to be so redeemed in accordance with the terms set forth in the Notes.  In any such written notice, (a) if Certificated Notes are to be redeemed, the Issuer shall identify such Notes by specifying the interest rate or formula pursuant to which interest is calculated on such Notes, the Interest Payment Dates, the stated maturity date and redemption terms or (b) if Book-Entry Notes are to be redeemed, the Issuer shall identify such Notes by specifying the CUSIP number assigned to the Global Note or Notes representing such Notes.  At the direction of the Issuer and in the name of and at the expense of the Issuer, the Issuing and Paying Agent shall forward notice of redemption to the Registered Holders of the Notes to be redeemed in accordance with the terms set forth in the Notes.  Whenever less than all of the Notes of like tenor and terms are to be redeemed, (a) if such Notes are Global Notes held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, the Issuing and Paying Agent shall reduce the principal amount of one or more Global Notes, by the amount of such redemption, by means of an appropriate adjustment on the records of the Issuing and Paying Agent or (b) in the case of all other Notes, the Issuing and Paying Agent shall select the Notes to be so redeemed by lot or such other method as the Issuing and Paying Agent shall deem fair and reasonable, subject to the rules and procedures of the Depositary.  Any Note which is to be redeemed in part only pursuant to clause (b) of the preceding sentence shall be surrendered to the Corporate Trust Office, and the Issuer shall execute, and upon receipt of Issuance Instructions from an Authorized Representative of the Issuer, the Issuing and Paying Agent shall authenticate and deliver to the Registered Holder of such Note, without service charge, a new Note of like tenor and terms, of any Authorized Denomination as requested by such Registered Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Note so surrendered.

SECTION 9.Payment on the Maturity Date.  The Issuer will pay by wire transfer in immediately available funds the principal of, and premium, if any, and interest on, the Notes then outstanding on the Maturity Date only upon presentation and surrender thereof.  Interest payable on any Note on the Maturity Date will be payable to the person to whom the principal of such Note is payable.  If the Maturity Date for any Note falls on a day that is not a Business Day, the related payment of principal, premium, if any, and/or interest shall be made on the next succeeding Business Day as if it were made on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Maturity Date until such next succeeding Business Day.  The Issuing and Paying Agent will forthwith cancel each such Note pursuant to Section 21 hereof.

SECTION 10.Information Regarding Amounts Due.  (a)  Promptly following each Regular Record Date, the Issuing and Paying Agent will advise the Issuer of the amount of interest (to the extent then known) due on the next succeeding Interest Payment Date; provided, however, the Issuing and Paying Agent shall have no responsibility to determine or calculate any premium due on the Notes, any defaulted interest payable on the Notes or a make-whole amount due and owing on the Notes.

(b)The Issuer may appoint a calculation agent (the “Calculation Agent”).  The Issuing and Paying Agent may serve as Calculation Agent subject to terms and conditions mutually acceptable to the Issuer and the Issuing and Paying Agent.  If at any time the Issuer has elected to appoint a Calculation Agent and the Issuing and Paying Agent is not acting as the Calculation Agent with respect to any Note, the Issuing and Paying Agent will give the Calculation Agent written notice of each Interest Payment Date with respect to such Note at least three Business Days prior to such Interest Payment Date.

SECTION 11.Accounts and Deposit of Funds.  Simultaneously with the execution and delivery of this Agreement, the Issuing and Paying Agent shall establish the following accounts: (i) Note Proceeds Account for the proceeds from the sale of the Notes; (ii) Principal Account; (iii) Interest Account; (iv) Premium Account; and (v) Redemption Account.  If and when additional Notes are issued additional accounts may be established upon the written request of an Authorized Representative of the Issuer. During the term of this Agreement the Issuing and Paying Agent shall have no obligation to invest or reinvest any monies deposited or received hereunder.  On a timely basis, the Issuer shall remit to the Issuing and Paying Agent the amount of principal, premium, if any, and/or interest payable in respect of Notes then outstanding.  The Issuer shall wire or cause to be wired such amount in immediately available funds prior to 10:00 a.m., New York City time at least one (1) Business Day prior to the relevant Interest Payment Date or Maturity Date, as the case may be, while the Issuing and Paying Agent will pay such amount to the Depositary (in the case of Book Entry Notes) or the Registered Holders (in the case of Certificated Notes) at or prior to 2:00 p.m., New York City time, on the aforementioned Interest Payment Dates or Maturity Dates.  Notwithstanding any provision elsewhere contained herein, payments by the Issuing and Paying Agent shall be made only out of amounts deposited with the Issuing and Paying Agent with respect to such payment.  In the event the amount deposited with respect to a payment date is less than the sum of the aggregate amounts needed to make the payments due on such payment date, the Issuing and Paying Agent shall immediately notify the Issuer, and shall effect no payments with respect to such payment date until such discrepancy has been resolved.  Until paid as hereinafter provided, the Issuing and Paying Agent shall hold such amounts in trust for the benefit of the holders of the Notes.

SECTION 12.Note Register Exchanges; Transfers; No Service Charges, etc.; Removal of Legends; Persons Deemed Owners.  (a)  Note Register. The Issuing and Paying Agent, as agent of the Issuer for this purpose, shall maintain at the Corporate Trust Office, a register of Notes for the registration of ownership of Notes and transfers and exchanges thereof (the “Note Register”).  Subject to the provisions of this Section 12, upon presentation for transfer or exchange of any Note at the Corporate Trust Office accompanied by a written instrument of transfer or exchange in the form approved by the Issuer (it being understood that, until notice to the contrary is given to Registered Holders and the Issuing and Paying Agent, the Issuer shall be deemed to have approved the form of instrument of transfer or exchange printed on any Note), executed by the Registered Holder thereof, in person or by such Registered Holder’s attorney thereunto duly authorized in writing, such Note shall be transferred upon the Note Register, and the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Note of like tenor and terms, in any Authorized Denomination requested by such Registered Holder, in the name of the transferee.

(b)Exchanges.  Upon the receipt by the Issuing and Paying Agent at its Corporate Trust Office of a Note accompanied by a written and executed instrument of exchange as provided in Section 12(a), then, if such Note is owned by the Registered Holder thereof and is being exchanged without transfer the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, in exchange for such Note one or more Notes of like tenor and terms, in any Authorized Denomination requested by such Registered Holder, in an aggregate principal amount equal to the principal amount of such Note.

(c)Transfers.  So long as the Legend (as defined in Section 12(e) hereof) has not been removed from a Note, the Issuing and Paying Agent shall not register the resale or other transfer of such Note unless such resale or other transfer is made in accordance with the Legend, it being understood that the Issuing and Paying Agent shall not be obligated to register the resale or other transfer of such Note unless, upon request by the Issuing and Paying Agent, the Registered Holder of such Note furnishes to the Issuing and Paying Agent, in a form reasonably satisfactory to the Issuing and Paying Agent, a certification that such resale or other transfer will be made in accordance with the Legend and applicable securities laws.  In the case of a resale or other transfer of a Certificated Note, the Issuing and Paying Agent shall register the resale or other transfer of a Certificated Note to the Issuer or the Placement Agents or by, through or in a transaction approved by the Placement Agents upon the written approval of such resale or other transfer by the Issuer or the Placement Agents, as the case may be.  In the case of a resale or other transfer of a Certificated Note through the services of a broker, dealer or similar intermediary other than the Placement Agents, the Registered Holder and the prospective transferee of such Certificated Note shall be required to complete the reverse of such Certificated Note or a bond power and deliver the Certificated Note (and any applicable bond power) to the Issuing and Paying Agent to advise of the basis for such resale or other transfer being exempt from registration under the Securities Act.

The Issuing and Paying Agent shall keep a record of all letters, notices or written communications received pursuant to this Section 12(c).  The Issuer has the right to inspect all such documents, notices, letters or other written communications.

Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part, shall be made only in accordance with this Section 12(c).

(i)Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.

(ii)Other Exchanges.  In the event that a Global Note is exchanged for Certificated Notes pursuant to this Section 12(c), such Global Notes and Certificated Notes may be exchanged or transferred for one another only in accordance with such procedures as may be from time to time adopted by the Issuer and the Issuing and Paying Agent.

(d)No Service Charges, etc.  Registration of transfers and exchanges of Notes as aforesaid may be made from time to time, and each such registration shall be noted on the Note Register.  No service charge (other than any cost of delivery) shall be made for any registration of transfer or exchange of Notes, but the Issuing and Paying Agent or the Issuer may require the party requesting such transfer or exchange to pay a sum sufficient to cover any tax or other governmental charge payable in connection therewith (other than exchanges pursuant to this Agreement not involving any transfer) or present evidence that such tax or charge has been paid.

(e)Removal of Legends.  Except as provided below, the Global Notes and the Certificated Notes shall contain the legend specified in Exhibit A (the “Legend”).  If Notes are issued upon the transfer, exchange or replacement of Notes in the same form not bearing the Legend, the Notes so issued shall not bear the Legend.  If Notes are issued upon the transfer, exchange or replacement of Notes in the same form bearing the Legend or if a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend or the Legend shall not be removed, as the case may be, unless there is delivered to the Issuer such satisfactory evidence as may be reasonably required by the Issuer that neither the Legend nor the resale and other transfer restrictions set forth therein are required to ensure that transfers thereof comply with the relevant provisions of the Securities Act or that such Notes are not “restricted securities” within the meaning of Rule 144 under the Securities Act.  Upon provision of such satisfactory evidence to the Issuer, the Issuing and Paying Agent, upon receipt of Issuance Instructions from an Authorized Representative of the Issuer, shall authenticate and deliver a Note in the same form of like tenor and terms that does not bear the Legend.  The Issuer agrees to indemnify the Issuing and Paying Agent for, and to hold it harmless against, any loss, liability or expense, including the fees and expenses of counsel, reasonably incurred, arising out of or in connection with actions taken or omitted by the Issuing and Paying Agent in accordance with the instructions from an Authorized Representative of the Issuer; provided, however, that the Issuer shall not be required to indemnify the Issuing and Paying Agent for any loss, liability or expense arising from the gross negligence, bad faith or willful misconduct of the Issuing and Paying Agent as determined by a final order of a court of competent jurisdiction.

(f)Persons Deemed Owners.  The Issuer and the Issuing and Paying Agent (and any of their agents) may deem and treat the Registered Holder of any Note as the absolute owner of such Note for the purpose of receiving payment of the principal of, and premium, if any, and interest on, such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer nor the Issuing and Paying Agent shall be affected by notice to the contrary.

SECTION 13.Mutilated, Destroyed, Lost or Stolen Notes.  In case any Note shall become mutilated or destroyed, lost or stolen, the Issuer, in its discretion, shall execute, and upon receipt of Issuance Instructions from an Authorized Representative of the Issuer, the Issuing and Paying Agent shall authenticate and deliver a new Note of like tenor and terms, having a number not contemporaneously outstanding, in exchange and substitution for the mutilated Note or in lieu of and substitution for the Note destroyed, lost or stolen; provided, however, that the applicant for a substituted Note shall furnish to the Issuer and the Issuing and Paying Agent such security or indemnity as may be required by them to save each of them harmless and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Issuing and Paying Agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.  Upon the issuance of any substituted Note, the Issuer and the Issuing and Paying Agent may require the party requesting such issuance to pay a sum sufficient to cover any fees and expenses connected therewith.  In case any Note which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note) upon compliance by the Registered Holder with the provisions of this Section 13, as hereinabove set forth.

SECTION 14.Application of Funds; Return of Unclaimed Funds.  Until used or applied as herein provided, all funds received by the Issuing and Paying Agent hereunder shall be held for the purposes for which they were received but need not be segregated from other funds except to the extent required by law.  Any funds deposited with the Issuing and Paying Agent and remaining unclaimed for two years after the date upon which the last payment of the principal of, and/or premium, if any, and/or interest on, any Note to which such deposit relates shall, subject to applicable laws relating to escheat of funds, be repaid to the Issuer by the Issuing and Paying Agent upon the written instructions of the Issuer, and the Registered Holder of any Note to which such deposit relates entitled to receive payment thereof shall thereafter look only to the Issuer for the payment thereof and all liability of the Issuing and Paying Agent with respect to such funds shall thereupon cease.  Upon written request by the Issuer, the Issuing and Paying Agent shall provide Issuer with a report of all amounts that have been deposited with the Issuing and Paying Agent but have remained unclaimed for two years, as contemplated by this Section 14.

SECTION 15.Events of Default.  Upon the occurrence of an Event of Default on any Note, the Issuer shall promptly provide the Issuing and Paying Agent written notice as to, and instruct the Issuing and Paying Agent in writing to promptly provide all of the Registered Holders of such Notes such written notice as to, such occurrence of such Event of Default.  Upon receipt of any such written instruction in respect of the occurrence of any such Event of Default, the Issuing and Paying Agent shall promptly mail to all Registered Holders of such Notes, at the addresses of such Registered Holders as they appear in the Note Register, or, in the case of Global Notes, deliver electronically through the facilities of the Depositary, any such written notice of such Event of Default unless the Issuer shall have notified the Issuing and Paying Agent in writing that such Event of Default shall have been cured before the sending of such written notice by the Issuing and Paying Agent.  The Issuing and Paying Agent shall not be charged with any knowledge of any Event of Default, unless it has received written notice of default from the Issuer as provided in this section.

SECTION 16.Liability.  Neither the Issuing and Paying Agent nor its directors, officers or employees shall be liable for any act or omission hereunder except in the case of its or any of their gross negligence, bad faith or willful misconduct.  The duties and obligations of the Issuing and Paying Agent, its officers and employees shall be determined by the express provisions of this Agreement and they shall not be liable except for the performance of such duties and obligations as are specifically set forth herein and no implied covenants shall be read into this Agreement against them except for the implied covenant of good faith and fair dealing.  The Issuing and Paying Agent is not acting as a fiduciary for the Issuer or the Holders.  The Issuing and Paying Agent may consult with counsel satisfactory to it and shall be fully protected in any action taken in good faith in accordance with the written opinion or advice of counsel.  Neither the Issuing and Paying Agent nor its officers or employees shall be required to ascertain whether the issuance or sale of the Notes (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which the Issuer is a party (whether or not the Issuing and Paying Agent is also a party to such other agreement).  The Issuing and Paying Agent may rely conclusively on any notice, certificate or other document furnished to it hereunder and reasonably believed by it in good faith to be genuine and delivered by the proper person. The Issuing and Paying Agent shall not be liable for any actions taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby or thereby for such action. Except as may be otherwise required as a result of it serving as the Calculation Agent, the Issuing and Paying Agent shall not be bound to make any investigation into or to recalculate or otherwise verify the facts or matters stated in any certificate, report or other document. The Issuing and Paying Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.  In no event shall the Issuing and Paying Agent be liable for any consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Issuing and Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action other than any such loss or damage caused by the Issuing and Paying Agent’s gross negligence, bad faith or willful misconduct as determined by a final order of a court of competent jurisdiction not subject to appeal.  The Issuing and Paying Agent may require an opinion of counsel and an officer’s certificate and any opinion of counsel or officer’s certificate shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such opinion or certificate.

SECTION 17.Indemnification.  (a)  The Issuer agrees to indemnify the Issuing and Paying Agent, its directors, officers, employees and agents (each an “Indemnified Party”) for, and to hold each of them harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct as determined by a final order of a court of competent jurisdiction arising out of or in connection with its or their performance of their duties under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating thereto.  This indemnity shall survive payment of all of the Notes and, if applicable, the resignation or removal of the Issuing and Paying Agent.

(b)Each Indemnified Party shall give prompt notice to the Issuer of any action commenced against it in respect of which indemnity may be sought hereunder.  The Issuer shall have no liability for indemnity hereunder with respect to an action commenced against an Indemnified Party where such Indemnified Party failed to give notice to the Issuer of such action; provided, however, failure so to notify the Issuer shall not relieve the Issuer from any liability which it may otherwise have on account of this indemnity agreement.  The Issuer shall be entitled to assume the defense of any such action; provided however, that the Indemnified Party shall have the right prior to the employing of any counsel by the Issuer in connection with its assumption of such defense to consent to any such counsel, which consent shall not be unreasonably withheld; provided, further that if any Indemnified Party is advised by counsel that there may be legal defenses available to such Indemnified Party which are adverse to or in conflict with those available to the Issuer, the Issuer shall not have the right to assume the defense of such action, but shall be responsible for the reasonable fees and expenses of counsel retained by the Indemnified Party in accordance with the terms hereof, and the Issuer may participate at its own expense in the defense of such action.  In no event shall the Issuer be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.  Notwithstanding anything herein to the contrary, the Issuer shall not be liable for any settlement of any action without its consent, which consent shall not be unreasonably withheld.

SECTION 18.Compensation of the Issuing and Paying Agent.  The Issuer agrees to pay the compensation of the Issuing and Paying Agent at such rates as shall be agreed upon in writing from time to time, including an annual administration fee, and to reimburse the Issuing and Paying Agent for its reasonable out-of-pocket expenses (including legal fees and expenses), disbursements and advances incurred or made by the Issuing and Paying Agent in the performance of its duties under this Agreement, provided, however, that travel expenses shall not exceed $5,000 without the consent of the Issuer.  Notwithstanding the foregoing, upon the issuance of any additional Notes, the Issuer agrees to pay to the Issuing and Paying Agent its fees and reasonable costs and expenses, including those of its counsel, and any additional increase to the Issuing and Paying Agent’s annual administration fee agreed to in writing by the Issuer.  The obligations of the Issuer to the Issuing and Paying Agent pursuant to this Section 18 shall survive the resignation or removal of the Issuing and Paying Agent and the satisfaction or termination of this Agreement, unless such removal or termination results from the Issuing and Paying Agent’s breach or non-performance of the terms of this Agreement.  Notwithstanding the provisions of Section 25 of this Agreement, the amounts due to the Issuing and Paying Agent are not subordinated to any Senior Indebtedness of the Issuer.

SECTION 19.Notices.  (a)  All communications by or on behalf of the Issuer relating to the issuance, transfer, exchange or payment of principal, premium, if any, or interest in respect of any Note shall be directed to the Issuing and Paying Agent at its address set forth in subsection (b)(ii) hereof and the Issuer will send all Notes to be completed, authenticated and delivered by the Issuing and Paying Agent to such address (or such other address as the Issuing and Paying Agent shall specify in writing to the Issuer).

(b)Notices and other communications hereunder to the parties hereto shall be in writing, sent by facsimile transmission or by first class mail, postage prepaid, and shall be addressed as follows, or to such other addresses as the parties hereto shall specify from time to time:

(i)if to the Issuer:

Pacific Premier Bancorp, Inc.

17901 Von Karman Avenue, Suite 1200

Irvine, California 92614

Attention:  Kent J. Smith, Executive Vice President and Chief Financial Officer

Fax:  (949) 864-8460

with a copy to:

Holland & Knight LLP

800 17th Street, N.W., Suite 1100

Washington, DC 20006

Attention:  Norman Antin and Jeffrey Haas

Fax:  (202) 955-5564

(ii)if to the Issuing and Paying Agent:

U.S. Bank National Association

Corporate Trust Services

633 West Fifth Street, 24th Floor

Los Angeles, CA  90071

Attention: Georgina Thomas (Pacific Premier Bancorp, Inc. Subordinated Notes due 2024)

Fax:  (213) 615-6199

(c)Notices and other communications hereunder or under the Notes to the Registered Holders thereof shall be in writing, sent by first class mail, postage prepaid, to the addresses of such Registered Holders as they appear in the Note Register or in such other addresses as such Registered Holders shall specify to the Issuing and Paying Agent from time to time, or in the case of Global Notes, delivered electronically through the facilities of the Depositary.

SECTION 20.Resignation or Removal of Issuing and Paying Agent.  The Issuing and Paying Agent may at any time resign as such Issuing and Paying Agent by giving written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be less than sixty days after the giving of such notice by the Issuing and Paying Agent to the Issuer.  The Issuing and Paying Agent may be removed at any time by the filing with it of an instrument in writing signed by a duly authorized officer of the Issuer and specifying such removal and the date upon which it is intended to become effective.  Such resignation or removal shall take effect on the date of the appointment by the Issuer of a successor Issuing and Paying Agent and the acceptance of such appointment by such successor Issuing and Paying Agent.  Any successor Issuing and Paying Agent into which the Issuing and Paying Agent may be merged or converted or with which it may be consolidated or to which it may sell or transfer its corporate trust business and assets as an entirety or substantially as an entirety or any successor Issuing and Paying Agent succeeding to the business of the Issuing and Paying Agent shall be the successor of the Issuing and Paying Agent hereunder without the execution or filing of any paper or any further act on the part of the parties hereto, notwithstanding anything herein to the contrary.  Notice of any such merger, conversion, consolidation, sale or transfer shall be forthwith given to the Issuer.  In the event of resignation by the Issuing and Paying Agent, if a successor Issuing and Paying Agent has not been appointed by the Issuer within sixty days after the giving of notice by the Issuing and Paying Agent of its intention to resign, the Issuing and Paying Agent may, at the reasonable expense of the Issuer, petition any court of competent jurisdiction for appointment of a successor Issuing and Paying Agent.

SECTION 21.Cancellation of Notes.  All Notes surrendered for payment or registration of transfer or exchange shall, if surrendered to any person other than the Issuing and Paying Agent, be delivered to the Issuing and Paying Agent and shall be canceled by it.  The Issuer may at any time deliver to the Issuing and Paying Agent for cancellation any Note previously authenticated and delivered hereunder which the Issuer may have redeemed or otherwise acquired, and all Notes so delivered shall be canceled by the Issuing and Paying Agent.  No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 21, except as expressly permitted by this Agreement.  All canceled Notes held by the Issuing and Paying Agent shall be destroyed by the Issuing and Paying Agent upon the written instructions of the Issuer subject to the record retention requirements of the Exchange Act, and Issuing and Paying Agent shall deliver a certificate of destruction to the Issuer.  Upon the written request of the Issuer, the Issuing and Paying Agent shall cancel and return to the Issuer all unissued Notes in its possession at the time of such request.

SECTION 22.Benefit of Agreement.  This Agreement is solely for the benefit of the parties hereto, their successors and assigns and the Registered Holders of Notes, and no other person shall acquire or have any right under or by a virtue hereof.

SECTION 23.Notes Held by the Issuing and Paying Agent.  The Issuing and Paying Agent, in its individual or other capacity, may become the owner or pledgee of the Notes with the same rights it would have if it were not acting as Issuing and Paying Agent hereunder.

SECTION 24.Modification and Amendment.  (a)  Notwithstanding any other provision of this Section 24, without the consent of any Registered Holder of the Notes, the Issuer and the Issuing and Paying Agent may enter into one or more modifications of this Agreement or the Notes, in form reasonably satisfactory to both the Issuer and the Issuing and Paying Agent, to (i) evidence the succession of another entity to the Issuer and the assumption by any such successor of the obligations of the Issuer contained in this Agreement and the Notes, (ii) change or eliminate any of the provisions of this Agreement, provided that any such change or elimination shall become effective only when there is no outstanding Note created prior to the execution of such amendment or modification which is entitled to the benefit of such provisions, (iii) establish other forms or terms of the Notes as permitted in this Agreement, (iv) evidence and provide for the acceptance of appointment under this Agreement by a successor Issuing and Paying Agent, (v) cure any ambiguity, correct or supplement any provisions in this Agreement or in the Notes which may be inconsistent with any other provisions herein or therein, or make any other provisions with respect to matters or questions arising herein or therein; provided that such action shall not adversely affect the interests of any Registered Holder in any material respect as determined in good faith by the board of directors of the Issuer, (vi) modify the restrictions on and procedures for resales and other transfers of the Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or other transfer of restricted securities generally, or (vii) modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to qualify this Agreement (including any supplemental agreement hereto) under the Trust Indenture Act of 1939, as amended, or under such similar statute hereafter enacted.

(b)With the consent of the Registered Holders of a majority in aggregate principal amount of the outstanding Notes affected thereby, the Issuer and the Issuing and Paying Agent may enter into one or more agreements supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or of modifying in any manner the rights of the Registered Holders of the Notes under this Agreement; provided, however, that no such supplemental agreement shall, without the consent of the Registered Holder of each outstanding Note affected thereby: (i) change the stated maturity date of the principal (or any installment of principal) of any Note, (ii) change any Interest Payment Date on which interest on any Note is to be paid, (iii) reduce the principal amount of any Note, (iv) reduce the rate of interest on any Note, (v) change the manner of calculation of interest of any Note, (vi) change any of the redemption provisions of any Note, (vii) change any place of payment of any Note, (viii) change the currency in which, the principal of, or premium, if any, or interest on, any Note is payable, (ix) impair the right to institute suit for the enforcement of any required payment in respect of any Note on or after the stated maturity thereof, or (x) reduce the percentage of the aggregate principal amount of the outstanding Notes, the consent of whose Registered Holders is required for the modification and amendment of this Agreement and the Notes.

(c)Anything in this Agreement to the contrary notwithstanding, the Issuing and Paying Agent shall not execute any amendment to this Agreement unless there shall have been filed with the Issuing and Paying Agent an opinion of counsel in customary form stating that such amendment is authorized or permitted by this Agreement and complies with its terms and that upon execution it will be valid and binding upon the Issuer in accordance with its terms.

SECTION 25.Subordination.  (a)  The Issuer’s obligation to make payments of principal and interest on the Notes will be subordinate and junior in right of payment to all Senior Indebtedness of the Issuer, including general creditors.

(b)For purposes of this Section 25, “Senior Indebtedness” shall mean the principal of (and premium, if any) and interest, if any, on: (i) obligations of the Issuer for money borrowed, (ii) indebtedness of the Issuer evidenced by bonds, debentures, notes or similar instruments, (iii) similar obligations of the Issuer arising from off-balance sheet guarantees and direct credit substitutes, (iv) reimbursement obligations of the Issuer with respect to letters of credit, bankers’ acceptances or similar facilities, (v) obligations of the Issuer issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business), (vi) capital lease obligations of the Issuer, (vii) obligations of the Issuer associated with derivative products including but not limited to securities contracts, foreign currency exchange contracts, swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts, commodity option contracts and similar financial instruments, (viii) a deferred obligation of, or any such obligation, directly or indirectly guaranteed by, the Issuer which obligation is incurred in connection with the acquisition of any business, properties or assets not evidenced by a note or similar instrument given in connection therewith, and (ix) debt of others described in the preceding clauses that the Issuer has guaranteed or for which it is otherwise liable; unless, in any case in the instrument creating or evidencing any such indebtedness or obligation, or pursuant to which the same is outstanding, it is provided that such indebtedness or obligation is not superior in right of payment to the Notes or to other debt that is pari passu with or subordinate to the Notes.

(c)Notwithstanding anything to the contrary in this Section 25 and for purposes of clarity, “Senior Indebtedness” shall not include the Issuer’s Floating Rate Junior Subordinated Deferrable Interest Debentures due April 7, 2034 (the “Debentures”), which Debentures shall rank junior to the Notes in right of payment and upon the Issuer’s liquidation.

(d)Notwithstanding anything to the contrary contained in this Section 25, the provisions of this Section 25 shall not apply to amounts due to the Issuing and Paying Agent under Sections 17 or 18 of this Agreement.

SECTION 26.GOVERNING LAW.  THIS AGREEMENT IS TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

SECTION 27.Counterparts.  This Agreement may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts.  Each such counterpart, when so executed and delivered, shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

SECTION 28.Force Majeure.  In no event shall the Issuing and Paying Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Issuing and Paying Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 29.  U.S.A. Patriot Act

SECTION 29..  The Company acknowledges that in accordance with Section 326 of the U.S.A. Patriot Act, the Issuing and Paying Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Issuing and Paying Agent.  The Company agrees that it will provide the Issuing and Paying Agent with such information as it may request in order for the Issuing and Paying Agent to satisfy the requirements of the U.S.A. Patriot Act.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by their officers thereunto duly authorized, all as of the day and year first above written.

PACIFIC PREMIER BANCORP, INC.

By:  /s/ Steven R. Gardner

Name: Steven R. Gardner

Title:    President and Chief Executive Officer

U.S. BANK NATIONAL ASSOCIATION,

  as Issuing and Paying Agent

By:  /s/ Georgina R. Thomas

Name:  Georgina Thomas

Title:    Assistant Vice President

[Issuing and Paying Agency Agreement Signature Page

EX-4.2

Exhibit 4.2

SUBORDINATED NOTE CERTIFICATE

PACIFIC PREMIER BANCORP, INC.

5.75% Subordinated Notes Due 2024

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”) OR ANY OTHER GOVERNMENT AGENCY OR FUND.

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO THE OBLIGATIONS OF PACIFIC PREMIER BANCORP, INC. (THE “COMPANY”) TO ITS GENERAL AND SECURED CREDITORS (TO THE EXTENT OF SUCH SECURITY) AND TO DEPOSITS AND LIABILITIES OF PACIFIC PREMIER BANK (OTHER THAN EXISTING SUBORDINATED DEBT) AND IS UNSECURED AND INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.

EACH SUBORDINATED NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF A SUBORDINATED NOTE IN A DENOMINATION OF LESS THAN $1,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER AND MAY BE DISREGARDED BY THE COMPANY OR ANY OF ITS AGENTS. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON SUCH SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SUBORDINATED NOTE.

THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS.  NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REQUIREMENTS OF THE SECURITIES ACT. THIS SUBORDINATED NOTE IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SUBSCRIPTION AGREEMENT, DATED AUGUST 27, 2014, BETWEEN THE COMPANY, AS ISSUER, AND THE PURCHASERS REFERRED TO THEREIN AND AN ISSUING AND PAYING AGENCY AGREEMENT, DATED AUGUST 29, 2014 (THE “ISSUING AND PAYING AGENCY AGREEMENT”), BETWEEN THE COMPANY AND U.S. BANK NATIONAL ASSOCIATION, AS ISSUING AND PAYING AGENT, COPIES OF WHICH, IN EACH CASE, ARE ON FILE WITH THE COMPANY. THIS SUBORDINATED NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENTS. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENTS WILL BE VOID.

THIS IS A GLOBAL NOTE WITHIN THE MEANING OF SECTION 2 OF THE ISSUING AND PAYING AGENCY AGREEMENT.

UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATED NOTE ISSUED IN EXCHANGE FOR THIS NOTE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) PURSUANT TO AND IN ACCORDANCE WITH THE ISSUING AND PAYING AGENCY AGREEMENT, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Registered No. 1	Principal Amount:	$60,000,000
	CUSIP:	69478X AC9

PACIFIC PREMIER BANCORP, INC.

5.75% Subordinated Notes Due 2024

1.Payment.

(a)           PACIFIC PREMIER BANCORP, INC., a company incorporated under the laws of the State of Delaware (the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, as nominee of DTC, the principal sum of Sixty Million Dollars (U.S.) ($60,000,000) on September 3, 2024 (the “Maturity Date”) and to pay interest thereon at the rate of 5.75% per year (computed on the basis of a 360-day year of twelve 30-day months) from and including August 29, 2014 to the Maturity Date or early redemption date, payable semi-annually in arrears on March 3 and September 3of each year (the “Interest Payment Dates”). The first Interest Payment Date shall be March 3, 2015.

(b)           If any Interest Payment Date or the Maturity Date is not a Business Day, then the payment will be made on the next succeeding Business Day and no interest will accrue as a result of such postponement.  A “Business Day” means any day other than a Saturday, Sunday, federal holiday or day on which banks in the State of New York are authorized or obligated by law or executive order to close.

2.Subordinated Notes, Noteholders.  This Subordinated Note is a duly authorized issue of notes of the Issuer designated as 5.75% Subordinated Notes Due 2024 (herein called the “Subordinated Notes” or the “Notes”) issued pursuant to the Issuing and Paying Agency Agreement, dated as of August 29, 2014 (the “Issuing and Paying Agency Agreement”), between the Issuer and U.S. Bank National Association, as Issuing and Paying Agent (herein called the “Issuing and Paying Agent,” which term includes any successor issuing and paying agent under the Issuing and Paying Agency Agreement) and reference is hereby made to the Issuing and Paying Agency Agreement for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Issuing and Paying Agent and of the terms upon which the Subordinated Notes are, and are to be, authenticated and delivered.  The holder in whose name any Subordinated Notes are registered on the Security Register (as defined herein) is referred to as a “Noteholder,” and such holders collectively are referred to as the “Noteholders.”

3.Redemption.  The Issuer may, at its option, redeem the Notes before the Maturity Date in whole, at any time, or in part from time to time, upon the occurrence of any of the following events:

(a)           a “Tax Event,” which means the receipt by the Issuer of an opinion of independent tax counsel to the effect that an amendment to, or change (including any announced prospective change) in, the laws or any regulations of the United States or any political subdivision or taxing authority, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which change or amendment becomes effective or which pronouncement or decision is announced on or after the date of issuance of the Notes, resulting in more than an insubstantial risk that the interest payable on the Notes is not, or within 90 days of receipt of such opinion of tax counsel, will not be, deductible by the Issuer, in whole or in part, for U.S. federal income tax purposes;

(b)           a “Tier 2 Capital Event,” which means the receipt by the Issuer of an opinion of independent bank regulatory counsel to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Issuer or (b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of issuance of the Notes, the Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 Capital (or its then equivalent) for purposes of capital adequacy guidelines of the Board of Governors of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to the Issuer; or

(c)           the Issuer becomes required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

Any such redemption will be at a redemption price equal to the principal amount of the Notes plus accrued and unpaid interest to, but excluding, the date of redemption.  Any redemption, call or repurchase of the Notes following one of the events enumerated above would require prior approval of the Federal Reserve.

The Issuer’s election to redeem any Notes upon the occurrence of any of the events enumerated above will be provided to the Issuing and Paying Agent at least 60 days prior to the redemption date. In case of any such election, notice of redemption must be provided at any time after giving not less than 30 nor more than 60 days' notice to the Noteholders which, as of the date of issuance of the Notes, will be DTC.

On and after any redemption date, interest will cease to accrue on the Notes called for redemption. On or prior to any redemption date, the Issuer is required to deposit with the Issuing and Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on the notes to be redeemed on such date.

4.Subordination.  The indebtedness of the Issuer evidenced by the Subordinated Notes, including the principal and interest on this Note, shall be subordinate and junior in right of payment to the prior payment in full of all existing and future Senior Indebtedness (as defined below) of the Issuer, and such subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness.  Upon any payment or distribution of assets to creditors in case of the Issuer’s liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or any bankruptcy, insolvency, or similar proceedings, all holders of Senior Indebtedness will be entitled to receive payment in full of all amounts due to such holders pursuant to the terms of such Senior Indebtedness before the Noteholders will be entitled to receive any payment of principal or interest on their Subordinated Notes.  In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Noteholders, together with the holders of any obligations of the Issuer ranking equally in right of payment with the Subordinated Notes, shall be entitled to be paid from the remaining assets of the Issuer, the unpaid principal thereof, and the unpaid interest thereon, before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Issuer ranking subordinate or junior to the Subordinated Notes.  In addition, no payment on account of principal or interest on the Subordinated Notes will be made by the Issuer if, at the time of such payment or immediately after giving effect thereto, there has occurred an event of default with respect to any of the Issuer’s Senior Indebtedness, permitting the holders thereof (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, or an event that, with the giving of notice or the passage of time or both, would constitute such event of default, and such event of default shall not have been cured or waived.

“Senior Indebtedness” means the principal of (and premium, if any) and interest, if any, on:

(a)           the Issuer’s obligations for money borrowed;

(b)           indebtedness of the Issuer evidenced by bonds, debentures, notes or similar instruments;

(c)           similar obligations of the Issuer arising from off-balance sheet guarantees and direct credit substitutes;

(d)           reimbursement obligations of the Issuer with respect to letters of credit, bankers’ acceptances or similar facilities;

(e)           obligations of the Issuer issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);

(f)           capital lease obligations of the Issuer;

(g)           obligations of the Issuer associated with derivative products including but not limited to securities contracts, foreign currency exchange contracts, swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts, commodity option contracts and similar financial instruments;

(h)           a deferred obligation of, or any such obligation, directly or indirectly guaranteed by, the Issuer which obligation is incurred in connection with the acquisition of any business, properties or assets not evidenced by a note or similar instrument given in connection therewith;

(i)           debt of others described in the preceding clauses that the Issuer has guaranteed or for which the Issuer is otherwise liable; and

(j)           obligations to general creditors;

in each case, whether now outstanding, or created, assumed or incurred in the future.  With respect to the Subordinated Notes, Senior Indebtedness excludes any of the foregoing if, in the instrument creating or evidencing any such indebtedness or obligation, or pursuant to which the same is outstanding, it is provided that such indebtedness or obligation is not superior in right of payment to the Subordinated Notes or to other debt that is pari passu with or subordinate to the Subordinated Notes.  Notwithstanding anything to the contrary herein and for purposes of clarity, “Senior Indebtedness” shall not include the Issuer’s Floating Rate Junior Subordinated Deferrable Interest Debentures due April 7, 2034 (the “Debentures”), which Debentures shall rank junior to the Notes in right of payment and upon the Issuer’s liquidation.

Each Noteholder by accepting a Note authorizes and directs the Issuing and Paying Agent on its behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Noteholders and the holders of Senior Indebtedness of the Issuer as provided in this Section 4 and appoints the Issuing and Paying Agent as attorney-in-fact for any and all such purposes.

Nothing herein shall impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note in accordance with its terms.

Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuer may, at any time and from time to time, without the consent of or notice to the Issuing and Paying Agent or the Noteholders, without incurring responsibility to the Issuing and Paying Agent or the Noteholders and without impairing or releasing the subordination provided in this Section 4 or the obligations hereunder of the Noteholders to the holders of the Senior Indebtedness of the Issuer, do any one or more of the following:  (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Issuer, or otherwise amend or supplement in any manner Senior Indebtedness of the Issuer, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuer is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Issuer; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Issuer; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person.

5.Consolidation, Merger and Sale of Assets.  The Issuer shall not consolidate with or merge into another person or entity, or convey or transfer its properties and assets substantially as an entirety to any person or entity, unless:

(a)           the person or entity formed by such consolidation or into which the Issuer is merged or the person or entity which acquires by conveyance or transfer the properties and assets of the Issuer substantially as an entirety is a corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or any other entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes, by a supplemental agreement, the due and punctual payment of the principal of and any interest on the Subordinated Notes according to their terms, and the due and punctual performance and observance of all covenants and conditions to be performed by the Issuer contained in this Note and the Issuing and Paying Agency Agreement; and

(b)           immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.

Upon any such consolidation or merger, or conveyance or transfer, the successor entity or person formed, or into which the Issuer is merged or to which such conveyance or transfer is made, shall succeed to, and be substituted for, the Issuer under the Issuing and Paying Agency Agreement, and the Issuer shall be released from all of its obligations pursuant thereto.

6.Events of Default; Acceleration.  If any of the following events shall occur and be continuing (each an “Event of Default”):

(a)           a court having jurisdiction enters a decree or order for the appointment of a receiver, liquidator, trustee or similar official in any receivership, insolvency, liquidation or similar proceeding relating to the Issuer and such decree or order remains unstayed and in effect for a period of 60 consecutive days;

(b)           the Issuer consents to the appointment of a receiver, liquidator, trustee or other similar official in any receivership, insolvency, liquidation, or similar proceeding with respect to the Issuer; or

(c)           a “major depository institution subsidiary” of the Issuer is the subject of a receivership, insolvency, liquidation or similar proceeding;

then, and in each such case, unless the principal of this Note already shall have become due and payable, the holders of 100% of the outstanding principal amount of the Subordinated Notes, by notice in writing to the Issuer, may declare the principal amount of this Note to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable.

7.Failure to Make Payment.  In the event of failure by the Issuer to make any required payment of principal or interest on this Note (and, in the case of payment of interest, such failure to pay shall have continued for 30 calendar days), the Noteholders may (if such principal or interest remains unpaid following delivery by such Noteholders of notice to the Issuer) institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law.

8.Payment Procedures.  Payment of the principal and interest payable on the Maturity Date will be made by wire transfer in immediately available funds to a bank account in the United States designated by the Noteholder, upon presentation and surrender of this Note at the office of the Issuer or at such other place or places as the Issuer shall designate by notice to the Noteholders, provided that this Note is presented to the Issuer in time for the Issuer to make such payments in such funds in accordance with its normal procedures.  Payments of interest (other than interest payable on the Maturity Date or upon early redemption) shall be made by wire transfer in immediately available funds or check mailed to the person entitled thereto, as such person’s address appears on the Security Register maintained by the Issuing and Paying Agent as of the applicable Regular Record Date or to such other address in the United States as any Noteholder shall designate to the Issuing and Paying Agent in writing not later than the relevant Regular Record Date.  Interest payable on any Interest Payment Date shall be payable to the holder in whose name this Note is registered at the close of business on the fifteenth calendar day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date (such date being referred to herein as the “Regular Record Date”), except that interest not punctually paid may be paid to the Noteholder in whose name this Note is registered at the close of business on a Special Record Date fixed by the Issuer (a “Special Record Date”), notice of which shall be given to the holder not less than 15 calendar days prior to such Special Record Date.  (The Regular Record Date and Special Record Date are referred to herein collectively as the “Record Dates”).  To the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Note, on any amount of principal of or interest on this Note not paid when due.  All payments on this Note shall be applied first to accrued interest and then the balance, if any, to principal.

9.           Form of Payment, Maintenance of Payment Office.  Payments of principal of and interest on this Note shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.  Until the date on which all of the Subordinated Notes shall have been surrendered or delivered to the Issuer or the Issuing and Paying Agent for cancellation or destruction, or become due and payable and a sum sufficient to pay the principal of and interest on all of the Subordinated Notes shall have been either paid or reserved for payment by the Issuer as provided herein, the Issuer shall at all times maintain an office or agency in the State of New York where Subordinated Notes may be presented or surrendered for payment.

10.           Registration of Transfer, Security Register.  Except as otherwise provided herein, this Note is transferable in whole and not in part, and may be exchanged for a like aggregate principal amount of Subordinated Notes of other authorized denominations, by the Noteholder in person, or by his attorney duly authorized in writing, at the office of the Issuing and Paying Agent.  The Issuing and Paying Agent shall maintain a register providing for the registration of ownership of the Subordinated Notes and any exchange or transfer thereof (the “Security Register”).  Upon presentation of this Note for exchange or registration of transfer, the Issuer shall execute, authenticate and deliver in exchange therefor a Note or Notes of like tenor and terms, each in a denomination of $1,000 or any amount in excess thereof which is an integral multiple of $1,000 and, in the absence of an opinion of counsel satisfactory to the Issuer to the contrary, bearing the restrictive legends set forth on the face of this Note and that is or are registered in such name or names requested by the Noteholder.  Any Note presented for registration of transfer or for exchange shall be duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Issuer, and shall be accompanied by such evidence of due authorization and guarantee of signature as may reasonably be required by the Issuer in form satisfactory to the Issuer, duly executed by the Noteholder or his attorney duly authorized in writing, with such tax identification number or other information for each person in whose name a Note is to be issued, and accompanied by evidence of compliance with any restrictive legends appearing on such Note or Notes as the Issuer may reasonably request to comply with applicable law.  No exchange or registration of transfer of this Note shall be made on or after the fifteenth day immediately preceding the Maturity Date.  This Note is subject to the restrictions on transfer of a subscription agreement between the Issuer of this Note and the purchasers referred to therein, a copy of which is on file with the Issuer.  The Note may not be sold or otherwise transferred except in compliance with said agreement.

11.           Charges and Transfer Taxes.  No service charge (other than any cost of delivery) shall be imposed for any exchange or registration of transfer of this Note, but the Issuing and Paying Agent or the Issuer may require payment of a sum sufficient to cover any stamp or other tax or governmental charge payable in connection therewith (other than exchanges pursuant to the Issuing and Paying Agency Agreement not involving any transfer) or presentation of evidence that such tax or charge has been paid.

12.           Ownership.  Prior to due presentment of this Note for registration of transfer, the Issuer may deem and treat the Noteholder as the absolute owner of this Note for the purpose of receiving payment of principal of and premium, if any, and interest on this Note and for all other purposes whatsoever.

13.           Notices.  All notices to the Issuer under this Note shall be in writing and addressed to the Issuer at Pacific Premier Bancorp, Inc., 17901 Von Karman Avenue, Suite 1200, Irvine, California 92614, Attention: Kent Smith, Executive Vice President and Chief Financial Officer, or to such other address as the Issuer may provide by notice to the Noteholder.  All notices to the Noteholders shall be in writing and sent by first-class mail to each Noteholder at his or its address as set forth in the Security Register.  For so long as the Notes are represented by Global Notes, any notices to Noteholders will be delivered to DTC as the sole Noteholder in accordance with its applicable policies as in effect from time to time.

14.           Denominations.  The Subordinated Notes are issuable only as registered Notes without interest coupons in denominations of $1,000 or any amount in excess thereof which is a whole multiple of $1,000.

15.           Modification and Amendment.

(a)Without the consent of any Noteholders, the Issuer and the Issuing and Paying Agent may enter into one or more modifications of the Issuing and Paying Agency Agreement or the Subordinated Notes, in form reasonably satisfactory to both the Issuer and the Issuing and Paying Agent, to (i) evidence the succession of another entity to the Issuer and the assumption by any such successor of the obligations of the Issuer contained in the Issuing and Paying Agency Agreement and in the Subordinated Notes, (ii) change or eliminate any of the provisions of the Issuing and Paying Agency Agreement, provided that any such change or elimination shall become effective only when there is no outstanding Subordinated Note created prior to the execution of such amendment or modification which is entitled to the benefit of such provisions, (iii) establish other forms or terms of Subordinated Notes as permitted in the Issuing and Paying Agency Agreement, (iv) evidence and provide for the acceptance of appointment under the Issuing and Paying Agency Agreement by a successor Issuing and Paying Agent, (v) cure any ambiguity, correct or supplement any provisions in the Issuing and Paying Agency Agreement or in this Note which may be inconsistent with any other provisions herein or in the Issuing and Paying Agency Agreement, or make any other provisions with respect to matters or questions arising herein or in the Issuing and Paying Agency Agreement; provided that such action shall not adversely affect the interests of any Noteholder in any material respect as determined in good faith by the board of directors of the Issuer, (vi) modify the restrictions on and procedures for resales and other transfers of the Subordinated Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or other transfer of restricted securities generally, or (vii) modify, eliminate or add to the provisions of the Issuing and Paying Agency Agreement to such extent as shall be necessary to qualify the Issuing and Paying Agency Agreement (including any supplemental agreement thereto) under the Trust Indenture Act of 1939, as amended, or under such similar statute hereafter enacted.

(b)With the consent of the Noteholders of a majority in aggregate principal amount of the outstanding Subordinated Notes affected thereby, the Issuer and the Issuing and Paying Agent may enter into one or more agreements supplemental to the Issuing and Paying Agency Agreement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Issuing and Paying Agency Agreement or of modifying in any manner the rights of the Noteholders under the Issuing and Paying Agency Agreement; provided, however, that no such supplemental agreement shall, without the consent of each Noteholder affected thereby: (i) change the stated maturity date of the principal (or any installment of principal) of any Note, (ii) change any Interest Payment Date on which interest on any Note is to be paid, (iii) reduce the principal amount of any Note, (iv) reduce the rate of interest on any Note, (v) change the manner of calculation of interest on any Note, (vi) change any of the redemption provisions of any Note, (vii) change any place of payment for any Note, (viii) change the currency in which the principal of, or premium, if any, or interest on, any Note is payable, (ix) impair the right to institute suit for the enforcement of any required payment in respect of any Note on or after the stated maturity thereof, or (x) reduce the percentage of the aggregate principal amount of the outstanding Notes, the consent of whose Noteholders is required for the modification and amendment of the Issuing and Paying Agency Agreement and the Subordinated Notes.

16.           Absolute and Unconditional Obligation of the Issuer.  No provisions of this Note shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.

17.           Waiver and Consent.  (a) Any consent or waiver given by the Noteholder shall be conclusive and binding upon such Noteholder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

(b)           No delay or omission of the Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.

(c)           Any insured depository institution which shall be a Noteholder or which otherwise shall have any beneficial ownership interest in any Note shall, by its acceptance of such Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to the indebtedness evidenced thereby.

18.           Further Issues.  The Issuer may, from time to time, without the consent of any of the Noteholders, create and issue additional notes having the same terms and conditions of the Subordinated Notes in all respects (except for the issue date, issue price and initial Interest Payment Date) so that such additional notes would form a single series with the Subordinated Notes and rank equally and ratably with the Subordinated Notes or would form a new series.  No additional Subordinated Notes may be issued if any Event of Default has occurred and is continuing with respect to the Subordinated Notes.

19.           Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York.

20.           Satisfaction and Discharge.  The Issuing and Paying Agency Agreement and this Note will cease to be of further effect when:

(a)           either (A) all Notes heretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in the Issuing and Paying Agency Agreement and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the Issuing and Paying Agency Agreement) have been delivered to the Issuer for cancellation; or (B) all Notes not theretofore delivered to the Issuer for cancellation (i) have become due and payable, (ii) will become due and payable at their stated maturity within one year or (iii) if redeemable pursuant to a regulatory capital redemption are to be called for redemption and, in the case of (B) (i), (ii) or (iii) above, the Issuer has irrevocably paid to the Noteholders funds in an amount in the currency in which the Notes are payable, sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Issuer for cancellation, for principal (and premium, if any) and interest with respect thereto, to the date of such payment (in the case of Notes that have become due and payable) or the stated maturity or early redemption date, as the case may be;

(b)           the Issuer has paid or caused to be paid all or other sums payable under the Issuing and Paying Agency Agreement and the Notes; and

(c)           the Issuer has delivered to each Noteholder an officer’s certificate stating that all conditions precedent described above relating to the satisfaction and discharge of the Issuing and Paying Agency Agreement and the Notes have been complied with.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed and attested.

PACIFIC PREMIER BANCORP, INC.
By:
	Name:  Steve R. Gardner
	Title: President and Chief Executive Officer
ATTEST:
	Name:
	Title:

Dated: August 29, 2014

[Note Signature Page]

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred

to in the within-mentioned Issuing

and Paying Agency Agreement

U.S. BANK NATIONAL ASSOCIATION

as Issuing and Paying Agent

By__________________________________

Authorized Signature

EX-99.1

Exhibit 99.1

Pacific Premier Bancorp, Inc. Announces Private Offering of Subordinated Notes

Irvine, Calif., September 2, 2014 -- Pacific Premier Bancorp, Inc. (the “Company”) (NASDAQ: PPBI), the holding company of Pacific Premier Bank, announced today the completion of a private placement of $60 million in aggregate principal amount of subordinated notes to certain accredited investors.  The subordinated notes bear a fixed interest rate of 5.75% per annum, payable semi-annually, and mature on September 3, 2024.  The Company estimates that the net proceeds from the sale of the notes will be approximately $59 million, and the notes are expected to qualify as Tier 2 capital for regulatory purposes.  The Company intends to use the net proceeds from this offering for general corporate purposes, including but not limited to, contribution of capital to Pacific Premier Bank to support both organic growth as well as opportunistic acquisitions, should appropriate opportunities arise.

In anticipation of a subordinated debt offering, the Company recently obtained ratings from Kroll Bond Rating Agency (“KBRA”).  KBRA has assigned investment grade ratings of BBB+ and BBB for the Company's senior secured debt and subordinated debt, respectively, and a senior deposit rating of A- for Pacific Premier Bank.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.  The above referenced securities offered and sold by the Company have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold absent registration or an exemption from registration.

About Pacific Premier Bancorp, Inc.

The Company is the holding company for Pacific Premier Bank, one of the largest community banks headquartered in Southern California.  Pacific Premier Bank is a business bank primarily focused on serving small- and medium-sized businesses in the counties of Los Angeles, Orange, Riverside, San Bernardino and San Diego, California.  Pacific Premier Bank offers a diverse range of lending products including commercial, CRE, construction, residential warehouse and SBA loans, as well as specialty banking products for HOAs and franchise lending nationwide.  Pacific Premier Bank serves its customers through its 13 full-service depository branches in Southern California located in the cities of Encinitas, Huntington Beach, Irvine, Los Alamitos, Newport Beach, Palm Desert, Palm Springs, San Bernardino, San Diego and Seal Beach.

Forward-Looking Statements

The statements contained herein that are not historical facts are forward-looking statements based on management's current expectations and beliefs concerning future developments and their potential effects on the Company.  Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company.  There can be no assurance that future developments affecting the Company will be the same as those anticipated by management.  The Company cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements.  These risks and uncertainties include, but are not limited to, the following: the strength of the United States economy in general and the strength of the local economies in which we conduct operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; the willingness of users to substitute competitors’ products and services for the Company’s products and services; the impact of changes in financial services policies, laws and regulations (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and of governmental efforts to restructure the U.S. financial regulatory system; technological changes; the effect of acquisitions that the Company may make, if any, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from its acquisitions; changes in the level of the Company’s nonperforming assets and charge-offs; oversupply of inventory and continued deterioration in values of California real estate, both residential and commercial; the effect of changes in accounting policies and practices, as may be adopted from time-to-time by bank regulatory agencies, the Securities and Exchange Commission (“SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setters; possible other-than-temporary impairment of securities held by us; changes in consumer spending, borrowing and savings habits; ability to attract deposits and other sources of liquidity; changes in the financial performance and/or condition of our borrowers; changes in the competitive environment among financial and bank holding companies and other financial service providers; unanticipated regulatory or judicial proceedings; and the Company’s ability to manage the risks involved in the foregoing.  Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2013 Annual Report on Form 10-K of Pacific Premier Bancorp, Inc. filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

The Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

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Contact:

Pacific Premier Bancorp, Inc.

Steven R.  Gardner

President/CEO

949.864.8000

Kent J. Smith

Executive Vice President/CFO

949.864.8000