Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or to which PPBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Sky or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Sky of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transaction, Parent Merger or the other transactions contemplated hereby except for (A) filings the filing of applications or notices with, and approvals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authoritiesnotices, as applicable, with the Regulatory Authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the Certificates of Merger with the OSS pursuant to the OGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of PPBI Sky Common Stock Shares in the Parent Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC ; and (E) the approval by PPBI’s shareholders receipt of the issuance of PPBI Common Stock approvals set forth in the MergerSection 7.01(b). As of the date hereof, PPBI Sky is not aware of any reason why the approvals set forth above and referred to Requisite Regulatory Approvals (as defined in Section 7.01(b)) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, satisfaction of the consents, approvals, waivers and filings requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities Laws, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the Transaction transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, orderLaw, governmental permit or license, or agreement, indenture or instrument Contract of PPBI Sky or of any of its Subsidiaries or to which PPBI Sky or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles Governing Documents of incorporation or bylaws (or similar governing documents) of PPBI Sky or any of its Subsidiaries Subsidiaries, or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, orderLaw, governmental permit or license, agreement, indenture or instrumentgovernmental Contract.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by PPBI the Company or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI the Company of this Agreement and by Pacific Premier Company Bank of the Bank Merger Agreement Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the FDIC, the DFPI and the DBOFOFR, as required, (B) filings with the SEC SEC, Nasdaq and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Delaware Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate Florida Articles of Merger, as certified by the Secretary of State of the State of Delaware, Merger with the Secretary of State of the State of California Florida pursuant to the CGCLFBCA, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC CFC, and (E4) articles of merger with respect to the Bank Merger with the Secretary of State of the State of Florida pursuant to the FBCA, and (D) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the MergerCompany Shareholder Approval. As of the date hereof, PPBI the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI the Company and the Bank Merger Agreement by Pacific Premier Company Bank and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, Law or agreement, indenture ​ ​ or instrument of PPBI the Company or of any of its Subsidiaries or to which PPBI the Company or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles Company Articles, the Company Bylaws or the organizational documents of incorporation or bylaws (or similar governing documents) of PPBI or any of its the Company’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or licenseLaw, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by PPBI Plumas or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Plumas of this Agreement and by Pacific Premier Plumas Bank of the Bank Merger Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and the DBODFPI, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Plumas Common Stock in the Merger, (C) approval of the listing of such PPBI Plumas Common Stock on the Nasdaq, and (D) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (32) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the MergerCFC. As of the date hereof, PPBI ▇▇▇▇▇▇ is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Burdensome Condition. (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI Plumas and the Bank Merger Agreement by Pacific Premier Plumas Bank and the consummation of the Transaction do not and will not (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, Law or agreement, indenture or instrument of PPBI Plumas or of any of its Subsidiaries or to which PPBI Plumas or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Plumas Articles, the Plumas Bylaws or the articles of incorporation or incorporation, bylaws (or similar governing documents) documents of PPBI or any of its Plumas’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or licenseLaw, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by PPBI FNBB or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI FNBB of this Agreement and by Pacific Premier First National Bank of the Bank Merger Agreement Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the FDIC, the OCC and the DBO, as required, (B) filings with the SEC SEC, Nasdaq and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, CGCL and (32) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC CFC, and (ED) the approval of this Agreement and the Transaction by PPBI’s shareholders the holders of the issuance outstanding shares of PPBI FNBB Common Stock in the MergerStock. As of the date hereof, PPBI FNBB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI FNBB and the Bank Merger Agreement by Pacific Premier First National Bank and the consummation of the Transaction do not and will not (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI FNBB or of any of its Subsidiaries or to which PPBI FNBB or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI FNBB or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by PPBI First Foundation or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI First Foundation of this Agreement and by Pacific Premier First Foundation Bank of the Bank Merger Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the FDIC, the DFPI and the DBOFOFR, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI First Foundation Common Stock in the Merger, (C) approval of the listing of such PPBI First Foundation Common Stock on the Nasdaq, (D) the filing of (1) the Delaware Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate Florida Articles of Merger, as certified by the Secretary of State of the State of Delaware, Merger with the Secretary of State of the State of California Florida pursuant to the CGCLFBCA, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC CFC, and (4) articles of merger with respect to the Bank Merger with the Secretary of State of the State of Florida pursuant to the FBCA, and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the MergerFirst Foundation Stockholder Approval. As of the date hereof, PPBI First Foundation is not aware of any ​ ​ reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI First Foundation and the Bank Merger Agreement by Pacific Premier First Foundation Bank and the consummation of the Transaction do not and will not (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, Law or agreement, indenture or instrument of PPBI First Foundation or of any of its Subsidiaries or to which PPBI First Foundation or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles First Foundation Certificate, the First Foundation Bylaws or the organizational documents of incorporation or bylaws (or similar governing documents) of PPBI or any of its First Foundation’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or licenseLaw, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI HEOP or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI HEOP of this Agreement and by Pacific Premier Heritage Oaks Bank of the Bank Merger Agreement Agreement, or to consummate the Transaction, except as set forth in Section 5.03(f)(i) of HEOP’s Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, CGCL and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC CFC, (E) the approval of this Agreement by the holders of the outstanding shares of HEOP Common Stock, and (EF) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI HEOP is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI HEOP and the Bank Merger Agreement by Pacific Premier Heritage Oaks Bank and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI HEOP or of any of its Subsidiaries or to which PPBI HEOP or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI HEOP or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by PPBI Cornerstone or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Cornerstone of this Agreement and by Pacific Premier Cornerstone Bank of the Bank Merger Agreement Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and the DBODFPI, as required, (B) filings with the SEC SEC, Nasdaq and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, CGCL and (32) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC CFC, and (ED) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the MergerCornerstone Shareholder Approval. As of the date hereof, PPBI Cornerstone is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Burdensome Condition. (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI Cornerstone and the Bank Merger Agreement by Pacific Premier Cornerstone Bank and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any lawLaw, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI Cornerstone or of any of its Subsidiaries or to which PPBI Cornerstone or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Cornerstone Articles, the Cornerstone Bylaws or the or the articles of incorporation or incorporation, bylaws (or similar governing documents) organizational documents of PPBI or any of its Cornerstone’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or licenseLaw, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI TCFC of this Agreement and by Pacific Premier CBC of the Bank Merger Agreement Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the MD OCFR and the DBOOCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI SHBI Common Stock in the Merger, (C) approval of listing of such PPBI SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Articles of Merger with the Secretary of State of the State of Delaware MD SDAT pursuant to the DGCL, MDGCL and (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California OCC and MD SDAT and the DBO MD OCFR pursuant to the CGCL MDGCL and CFC and the MFIC, (E) the approval by PPBITCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent of CBC’s shareholders and Shore United’s sole shareholder. To the Knowledge of the issuance of PPBI Common Stock in the Merger. As of the date hereofTCFC, PPBI there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers waivers, notices and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI TCFC and the Bank Merger Agreement by Pacific Premier CBC and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination underunder (in each case with or without notice, lapse of time, or both), any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or license to which PPBI TCFC or any of its Subsidiaries or any of their respective assets or properties is subject or bound, or any TCFC Contract, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI TCFC or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreementor TCFC Contract except in the case of clauses (A) and (C) above where such violations, indenture conflicts, or instrumentdefaults have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on TCFC.

Regulatory Approvals; No Defaults. (i) No Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI SHBI of this Agreement and by Pacific Premier Shore United of the Bank Merger Agreement Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the MD OCFR and the DBOOCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI SHBI Common Stock in the Merger, (C) approval of listing of such PPBI SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Articles of Merger with the Secretary of State of the State of Delaware MD SDAT pursuant to the DGCL, MDGCL and (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California OCC and MD SDAT and the DBO MD OCFR pursuant to the CGCL MDGCL and CFC and the MFIC, (E) the approval by PPBISHBI Shareholder Approval and the TCFC Shareholder Approval and (F) the consent of CBC’s shareholders and Shore United’s sole shareholder. To the Knowledge of the issuance of PPBI Common Stock in the Merger. As of the date hereofSHBI, PPBI there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers waivers, notices and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI SHBI and the Bank Merger Agreement by Pacific Premier Shore United and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination underunder (in each case with or without notice, lapse of time, or both), any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or license to which PPBI SHBI or any of its Subsidiaries or any of their respective assets or properties is subject or bound, or any SHBI Contract, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI SHBI or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreementor SHBI Contract except in the case of clauses (A) and (C) above where such violations, indenture conflicts, or instrumentdefaults have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SHBI.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Parent, Merger Sub or any of its Parent’s Subsidiaries in connection with the execution, delivery or performance by PPBI Parent, Merger Sub and the Parent Bank of this Agreement and by Pacific Premier of the Bank Merger Agreement Agreement, as applicable, or to consummate the TransactionTransactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, with and approvals or waivers byby the Federal Reserve Board, the FRB FDIC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central Bank, the Share Insurance Fund of Massachusetts, the Massachusetts Board and the DBOMHPF, as required, (B) filings with the SEC and state securities authorities, as applicable, authorities in connection with the issuance of PPBI Parent Common Stock in the Merger, (C) the approval of the listing on NASDAQ of such PPBI the Parent Common Stock on to be issued in the NasdaqMerger, (D) the filing of (1) the Certificate Articles of Merger with the Secretary of State of the State Commonwealth of Delaware Massachusetts pursuant to the DGCLMBCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (E) the approval by PPBI’s shareholders such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the issuance of PPBI Common Stock foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, PPBI neither Parent nor Merger Sub is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b8.01(b). (iib) Subject to receipt, or the making, of the consents, approvals, waivers approvals and filings referred to in the preceding paragraph Section 6.06(a) and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier Parent, Merger Sub and the Parent Bank, as applicable, and the consummation of the Transaction Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture indenture, note, bond, mortgage, deed of trust, lease or instrument of PPBI Parent, Merger Sub or of any of its Parent’s Subsidiaries or to which PPBI Parent, Merger Sub or any of its such Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI Parent, Merger Sub or any of its Parent’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture indenture, note, bond, mortgage, deed of trust, lease or instrument. (c) The vote of the shareholders of Parent is not required for execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Merger Sub and the Parent Bank.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by PPBI TriCo or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI TriCo of this Agreement and by Pacific Premier Tri Counties of the Bank Merger Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the FDIC, the OCC and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI TriCo Common Stock in the Merger, (C) approval of the listing of such PPBI TriCo Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (32) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and the CFC and (E) the approval by PPBI’s shareholders of this Agreement and the Transaction and the issuance of PPBI TriCo Common Stock in the MergerMerger by the vote of the holders of the outstanding shares of TriCo’s Common Stock. As of the date hereof, PPBI TriCo is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI TriCo and the Bank Merger Agreement by Pacific Premier Tri Counties and the consummation of the Transaction do not and will not (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI TriCo or of any of its Subsidiaries or to which PPBI TriCo or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI TriCo or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Parent or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Parent and Parent Bank of this Agreement and by Pacific Premier of the Bank Merger Agreement Agreement, respectively, or to consummate the Transaction, except as Previously Disclosed, and except for (A) filings of applications or notices with, with and approvals or waivers byby the Federal Reserve Board, the FRB OCC and the DBO, as required, Department; (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance registration of PPBI Parent Common Stock issuable in the Merger, ; (C) the approval of the listing on the NYSE of such PPBI the Parent Common Stock on to be issued in the Nasdaq, Merger and (D) the filing of (1) the Certificate Articles of Merger with the Secretary of State of the State Commonwealth of Delaware Pennsylvania pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, PBCL and with the Secretary of State of the State of California Florida pursuant to the CGCL, and (3) the Bank Merger Agreement FLBC with the Secretary of State of the State of California and the DBO pursuant respect to the CGCL and CFC and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier Parent and Parent Bank, respectively, and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI Parent or of any of its Subsidiaries or to which PPBI Parent or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) documents of PPBI Parent or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI CWBC or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI CWBC of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transactiontransactions contemplated hereby, except (i) for (A) filings of applications or notices with, and approvals or waivers by, the FRB Federal Reserve Board, the FDIC, the OCC and the DBODFPI, as required, (Bii) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI CVCY Common Stock in the Merger, (Ciii) approval of listing of such PPBI CVCY Common Stock on the NasdaqNASDAQ Capital Market, (Div) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, CGCL and (3) the Bank Merger Agreement with the Secretary of BN 79011068v1 State of the State of California and the DBO DFPI pursuant to the CGCL and CFC the CFC, and (Ev) the approval by PPBI’s shareholders receipt of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Requisite Shareholder Approvals. (ii) Subject to receipt, or the making, of the consents, approvals, waivers waivers, filings and filings referred to in registrations Previously Disclosed and the preceding paragraph and expiration of the related any requisite waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier CWBC, and the consummation of the Transaction transactions contemplated hereby, do not and will not (A) constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both would constitute a default) under, or give rise to any right on the part of any third party, any Lien, any acceleration of remedies or any right of termination under, or result in any lawtermination or loss to CWBC of any benefit or right under, codeany Law, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries CWBC or to which PPBI CWBC or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, or contravene or conflict with the articles CWBC Articles, the CWBC Bylaws or other governing documents of incorporation or bylaws (or similar governing documents) of PPBI or any of its Subsidiaries or CWBC, (C) require any consent or approval under any such law, code, ordinance, rule, regulationLaw, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CWBC or the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI SCB or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI SCB of this Agreement and by Pacific Premier Security Bank of the Bank Merger Agreement Agreement, or to consummate the Transaction, except as set forth in Section 5.03(f)(i) of SCB’s Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, CGCL and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC CFC, (E) the approval of this Agreement by the holders of the outstanding shares of SCB Common Stock, and (EF) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI SCB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI SCB and the Bank Merger Agreement by Pacific Premier Security Bank and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI SCB or of any of its Subsidiaries or to which PPBI SCB or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI SCB or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No Except as set forth in Section 5.03(f) of Severn’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Severn or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Severn of this Agreement and by Pacific Premier SSB of the Bank Merger Agreement Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the MD OCFR and the DBOOCC, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI SHBI Common Stock in the Merger, (C) approval of listing of such PPBI SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Articles of Merger with the Secretary of State of the State of Delaware MD SDAT pursuant to the DGCL, MDGCL and (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California OCC and MD SDAT and the DBO MD OCFR pursuant to the CGCL MDGCL and CFC and the MFIC, (E) the approval by PPBISevern Shareholder Approval and the SHBI Shareholder Approval and (F) the consent of SSB’s shareholders and Shore United Bank’s sole shareholder. To the Knowledge of the issuance of PPBI Common Stock in the Merger. As of the date hereofSevern, PPBI there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers waivers, notices and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI Severn and the Bank Merger Agreement by Pacific Premier SSB and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination underunder (in each case with or without notice, lapse of time, or both), any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or license to which PPBI Severn or any of its Subsidiaries or any of their respective assets or properties is subject or bound, or any Material Contract, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI Severn or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreementor Material Contract except in the case of clauses (A) and (C) above where such violations, indenture conflicts, or instrumentdefaults have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Severn.

Regulatory Approvals; No Defaults. (ia) No material consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Foundation Bancorp or any of its Subsidiaries Foundation Bancorp Subsidiary in connection with the execution, delivery or performance by PPBI Foundation Bancorp or any Foundation Bancorp Subsidiary of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transaction, Merger or the Bank Merger except for for: (A1) filings of applications applications, notices and this Agreement or notices the Bank Plan of Merger or Bank Articles of Merger with, and or requests for approvals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authoritiesfrom, as applicable, in connection with the issuance of PPBI Common Stock in Oregon Director, the MergerWashington Director, the FDIC and the FRB; (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D2) the filing of (1) the Certificate Holding Company Plan of Merger with the Oregon Secretary of State and the filing of the State Holding Company Articles of Delaware pursuant to Merger with the DGCL, (2) the Certificate of Merger, as certified by the Washington Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and State; (3) the Bank Merger Agreement notification of FINRA under Rule 6490 of a “company-related action”; (4) the filing with the Secretary of State SEC of the State of California Prospectus/Proxy Statement and the DBO pursuant to Registration Statement and declaration of effectiveness of the CGCL and CFC Registration Statement; and (E5) the approval by PPBI’s shareholders of the issuance Merger by the affirmative vote of PPBI a majority of the outstanding shares of the Foundation Bancorp Common Stock (including the Foundation Bancorp Restricted Stock) and the Foundation Bancorp Preferred Stock, entitled to vote thereon at the Foundation Bancorp Meeting, and as otherwise provided in the MergerFoundation Bancorp Articles. As of the date hereof, PPBI is not aware Foundation Bancorp has no Knowledge of any reason why the approvals set forth above and referred to described in Section 7.01(b8.1(c) hereof will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)received. (iib) Subject to receipt, or compliance with the making, of the consents, approvals, waivers and filings matters referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the Transaction transactions contemplated hereby do not and will not (A1) constitute a material breach or material violation of, or a material default under, or give rise to any material Lien, any material acceleration of remedies or any material right of termination under, any Order, governmental permit or license, of Foundation Bancorp or any Foundation Bancorp Subsidiary, or to which Foundation Bancorp’s or any Foundation Bancorp Subsidiary’s respective properties is subject or bound, (2) constitute a breach or violation of, or a default under the Foundation Bancorp Articles or the Foundation Bancorp Bylaws or the Bank Articles or the Bank Bylaws, or (3) require any material consent or material approval under any such Order, governmental permit or license. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not constitute a material breach or violation of, or a material default under, or give rise to any material Lien, any material acceleration of remedies or any material right of termination under, under or require any law, code, ordinance, rule material consent or regulation or approval under any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI Foundation Bancorp or of any of its Subsidiaries Foundation Bancorp Subsidiary or to which PPBI Foundation Bancorp’s or any of its Subsidiaries or any of their Foundation Bancorp Subsidiary’s respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI CVCY or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI CVCY of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transactiontransactions contemplated hereby, except for (Ai) filings of applications or notices with, and approvals or waivers by, the FRB Federal Reserve Board, the FDIC, the OCC and the DBODFPI, as required, (Bii) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI CVCY Common Stock in the Merger, (Ciii) approval of listing of such PPBI CVCY Common Stock on the NasdaqNASDAQ Capital Market, (Div) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, CGCL and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC the CFC, and (Eiv) the approval by PPBI’s shareholders receipt of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Requisite Shareholder Approvals. (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph or as Previously Disclosed and the expiration of the related any requisite waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and CVCY, the consummation of the Transaction transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both would constitute a default) under, or give rise to any right on the part of any third party, any Lien, any acceleration of remedies or any right of termination under, or result in any lawtermination or loss to CVCY of any benefit or right under, codeany Law, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or to which PPBI CVCY or any of its Subsidiaries or by which any of their respective properties is are subject or bound, (B) constitute a breach or violation of, or a default under, under the articles governing documents of incorporation or bylaws (or similar governing documents) of PPBI CVCY or any of its Subsidiaries Subsidiaries, or (C) require any consent or approval under any such law, code, ordinance, rule, regulationLaw, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument. (iii) The execution, delivery and performance by CVCY of this Agreement and the consummation of the transactions provided for in this Agreement do not and will not (a) contravene or conflict with, or result in any violation or breach of, any provision of the CVCY Articles, the CVCY Bylaws, the Central Valley Community Bank Articles, the Central Valley Community Bank Bylaws, or any other governing documents of CVCY or Central Valley Community Bank, (b) conflict with or violate any Law (assuming receipt of the required approval of any Governmental Authority and receipt of the Requisite Shareholder Approvals), and (c) except as set forth in Schedule 5.3(e)(iii) of the CVCY Disclosure Schedule, (1) contravene, conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (2) result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon, (3) require any consent of any person under, or (4) accelerate the performance required by, the terms of, any material debt instrument, lease, license, covenant, or other agreement or understanding to which CVCY or any of its Subsidiaries is a party or by which any of them is bound, any of the properties or assets of CVCY or any of its Subsidiaries, or any order, ruling, decree, judgment, arbitration award or stipulation to which CVCY or any of its Subsidiaries is subject.

Regulatory Approvals; No Defaults. (i) No Except as set forth in Section 5.03(f) of Grandpoint’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Grandpoint or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Grandpoint of this Agreement and by Pacific Premier Grandpoint Bank of the Bank Merger Agreement Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, DGCL and (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC the CFC, and (E) the approval Shareholder Approval of this Agreement by PPBI’s shareholders delivery of the issuance Grandpoint Shareholder Consents. To the Knowledge of PPBI Common Stock in the Merger. As of the date hereofGrandpoint, PPBI there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers waivers, notices and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI Grandpoint and the Bank Merger Agreement by Pacific Premier Grandpoint Bank and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination underunder (in each case with or without notice, lapse of time, or both), any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or license to which PPBI Grandpoint or any of its Subsidiaries or any of their respective assets or properties is subject or bound, or any Material Contract, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI Grandpoint or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreementor Material Contract except where, indenture in the case of clauses (A) and (C) above, any such breach, violation, default, creation, acceleration, termination or instrumentfailure to obtain such consent or approval would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Grandpoint and its Subsidiaries, taken as a whole.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by PPBI Valley or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Valley of this Agreement and by Pacific Premier Valley Bank of the Bank Merger Agreement Agreement, or to consummate the Transaction, except for for: (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the FDIC and the DBODFPI, as required, ; (B) filings with the SEC SEC, Nasdaq and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, ; (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, CGCL and (32) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC CFC; and (ED) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the MergerValley Shareholder Approval. As of the date hereof, PPBI Valley is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Burdensome Condition. (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI Valley and the Bank Merger Agreement by Pacific Premier Valley Bank and the consummation of the Transaction do not and will not not: (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any lawLaw, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI Valley or of any of its Subsidiaries or to which PPBI Valley or any of its Subsidiaries or any of their respective assets or properties is subject or bound, ; (B) constitute a breach or violation of, or a default under, the Valley Articles, the Valley Bylaws or the or the articles of incorporation or incorporation, bylaws (or similar governing documents) organizational documents of PPBI or any of its Subsidiaries Valley’s Subsidiaries; or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or licenseLaw, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Parent or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Parent and the Parent Bank of this Agreement and by Pacific Premier of the Bank Merger Agreement Agreement, as applicable, or to consummate the TransactionTransactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, with and approvals or waivers byby the Federal Reserve Board, the FRB OTS, the FDIC, the Massachusetts Bank Commissioner, The Co-operative Central Bank, the Depositors Insurance Fund, the Massachusetts Board and the DBOMHPF, as required, (B) filings with the SEC and state securities authorities, as applicable, authorities in connection with the issuance of PPBI Parent Common Stock in the Merger, (C) the approval of the listing on Nasdaq of such PPBI the Parent Common Stock on to be issued in the NasdaqMerger, (D) the filing of (1) the a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate DGCL and Articles of Merger, as certified by the Secretary of State of the State of Delaware, Merger with the Secretary of State of the State The Commonwealth of California Massachusetts pursuant to the CGCLMBCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (E) the approval of this Agreement by PPBI’s shareholders the holders of a majority of the issuance outstanding shares of PPBI Parent Common Stock Stock, and (F) such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, PPBI Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)8.01(b) or that the requisite approval of Parent's stockholders will not be obtained. (iib) Subject to receipt, or the making, of the consents, approvals, waivers approvals and filings referred to in the preceding paragraph Section 6.06(a) and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier Parent and the Parent Bank, as applicable, and the consummation of the Transaction Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreementAgreement, indenture or instrument of PPBI Parent or of any of its Subsidiaries or to which PPBI Parent or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI Parent or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI of this Agreement and by Pacific Premier of the Bank Merger this Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, with and approvals or waivers byby the FRB, the FRB FDIC and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement and Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC CFC, and (E) the approval by PPBI’s the PPBI shareholders of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or to which PPBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the PPBI Certificate or the PPBI Bylaws or the articles of incorporation or bylaws (or similar governing documents) documents of PPBI or any of its PPBI’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Parent, Merger Sub or any of its Parent's Subsidiaries in connection with the execution, delivery or performance by PPBI Parent, Merger Sub and the Parent Bank of this Agreement and by Pacific Premier of the Bank Merger Agreement Agreement, as applicable, or to consummate the TransactionTransactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, with and approvals or waivers byby the Federal Reserve Board, the FRB OTS, the FDIC, the Massachusetts Bank Commissioner, the Depositors Insurance Fund, the Massachusetts Board and the DBOMHPF, as required, (B) filings with the SEC and state securities authorities, as applicable, authorities in connection with the issuance of PPBI Parent Common Stock in the Merger, (C) the approval of the listing on Nasdaq of such PPBI the Parent Common Stock on to be issued in the NasdaqMerger, (D) the filing of (1) the a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (E) the approval by PPBI’s shareholders such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the issuance of PPBI Common Stock foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, PPBI neither Parent nor Merger Sub is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b8.01(b). (iib) Subject to receipt, or the making, of the consents, approvals, waivers approvals and filings referred to in the preceding paragraph Section 6.06(a) and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier Parent, Merger Sub and the Parent Bank, as applicable, and the consummation of the Transaction Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI Parent, Merger Sub or of any of its Parent's Subsidiaries or to which PPBI Parent, Merger Sub or any of its such Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI Parent, Merger Sub or any of its Parent's Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Parent or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Parent and Parent Bank of this Agreement and by Pacific Premier of the Bank Merger Agreement Agreement, respectively, or to consummate the Transaction, except as Previously Disclosed, and except for (A) filings of applications or notices with, with and approvals or waivers by, by the FRB Federal Reserve Board and the DBO, as requiredOCC, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance registration of PPBI Parent Common Stock issuable in the Merger, (C) the approval of the listing on the NYSE of such PPBI the Parent Common Stock on to be issued in the Nasdaq, Merger and (D) the filing of (1) the Certificate Articles of Merger with the Secretary of State of the State Commonwealth of Delaware Pennsylvania pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, PBCL and with the Secretary of State of the State of California Florida pursuant to the CGCL, and (3) the Bank Merger Agreement FLBC with the Secretary of State of the State of California and the DBO pursuant respect to the CGCL and CFC and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier Parent and Parent Bank, respectively, and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI Parent or of any of its Subsidiaries or to which PPBI Parent or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI Parent or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI IDPK or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI IDPK of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transaction, except as set forth in Section 5.03(f)(i) of IDPK’s Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the FDIC, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement and Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and CFC, (E) the approval of this Agreement, including the Agreement of Merger, by PPBI’s the holders of the outstanding shares of IDPK Common Stock, and (F) the approval by the PPBI shareholders of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI IDPK is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier IDPK and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI IDPK or of any of its Subsidiaries or to which PPBI IDPK or any of its Subsidiaries or any of their respective its properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation IDPK Articles or bylaws (IDPK Bylaws or similar governing documents) of PPBI or any documents of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI CWBC or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI CWBC of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transactiontransactions contemplated hereby, except (i) for (A) filings of applications or notices with, and approvals or waivers by, the FRB Federal Reserve Board, the FDIC, the OCC and the DBODFPI, as required, (Bii) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI CVCY Common Stock in the Merger, (Ciii) approval of listing of such PPBI CVCY Common Stock on the NasdaqNASDAQ Capital Market, (Div) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, CGCL and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC the CFC, and (Ev) the approval by PPBI’s shareholders receipt of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Requisite Shareholder Approvals. (ii) Subject to receipt, or the making, of the consents, approvals, waivers waivers, filings and filings referred to in registrations Previously Disclosed and the preceding paragraph and expiration of the related any requisite waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier CWBC, and the consummation of the Transaction transactions contemplated hereby, do not and will not (A) constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both would constitute a default) under, or give rise to any right on the part of any third party, any Lien, any acceleration of remedies or any right of termination under, or result in any lawtermination or loss to CWBC of any benefit or right under, codeany Law, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries CWBC or to which PPBI CWBC or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, or contravene or conflict with the articles CWBC Articles, the CWBC Bylaws or other governing documents of incorporation or bylaws (or similar governing documents) of PPBI or any of its Subsidiaries or CWBC, (C) require any consent or approval under any such law, code, ordinance, rule, regulationLaw, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CWBC or the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by PPBI TriCo or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI TriCo of this Agreement and by Pacific Premier Tri Counties Bank of the Bank Merger Agreement or to consummate the Transaction, except for for: (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the FDIC and the DBODFPI, as required, ; (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI TriCo Common Stock in the Merger, ; (C) approval of the listing of such PPBI TriCo Common Stock on the Nasdaq, ; and (D) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (32) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the MergerCFC. As of the date hereof, PPBI TriCo is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Burdensome Condition. (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI TriCo and the Bank Merger Agreement by Pacific Premier Tri Counties Bank and the consummation of the Transaction do not and will not not: (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, Law or agreement, indenture or instrument of PPBI TriCo or of any of its Subsidiaries or to which PPBI TriCo or any of its Subsidiaries or any of their respective assets or properties is subject or bound, ; (B) constitute a breach or violation of, or a default under, the TriCo Articles, the TriCo Bylaws or the articles of incorporation or incorporation, bylaws (or similar governing documents) documents of PPBI or any of its Subsidiaries TriCo’s Subsidiaries; or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or licenseLaw, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Parent, Merger Sub or any of its Parent's Subsidiaries in connection with the execution, delivery or performance by PPBI Parent, Merger Sub and the Parent Bank of this Agreement and by Pacific Premier of the Bank Merger Agreement 48 Agreement, as applicable, or to consummate the TransactionTransactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, with and approvals or waivers byby the Federal Reserve Board, the FRB FDIC, the Massachusetts Bank Commissioner, the Depositors Insurance Fund of Massachusetts, the Massachusetts Board and the DBOMHPF, as required, (B) filings with the SEC and state securities authorities, as applicable, authorities in connection with the issuance of PPBI Parent Common Stock in the Merger, (C) the approval of the listing on Nasdaq of such PPBI the Parent Common Stock on to be issued in the NasdaqMerger, (D) the filing of (1) the Certificate Articles of Merger with the Secretary of State of the State Commonwealth of Delaware Massachusetts pursuant to the DGCLMBCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (E) the approval by PPBI’s shareholders such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the issuance of PPBI Common Stock foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, PPBI neither Parent nor Merger Sub is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b8.01(b). (iib) Subject to receipt, or the making, of the consents, approvals, waivers approvals and filings referred to in the preceding paragraph Section 6.06(a) and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier Parent, Merger Sub and the Parent Bank, as applicable, and the consummation of the Transaction Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI Parent, Merger Sub or of any of its Parent's Subsidiaries or to which PPBI Parent, Merger Sub or any of its such Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI Parent, Merger Sub or any of its Parent's Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI FFSW or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI FFSW of this Agreement and the Agreement and Plan of Merger and Liquidation and by Pacific Premier FFB of the Bank Merger Agreement Agreement, or to consummate the Transaction, except as Previously Disclosed and except for (A) filings of applications or notices notices, and articles of combination with, and approvals or waivers by, the FRB and the DBO, as requiredOTS, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance submission of PPBI this Agreement for the approval of the holders of FFSW Common Stock in the MergerStock, (C) approval the filing of listing a certificate of such PPBI Common Stock on merger with the NasdaqSecretary of State of the State of Delaware pursuant to the DGCL with respect to the Merger, (D) the filing of (1) articles of merger with the Certificate Secretary of Merger State of the State of Washington pursuant to the WBCA and a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, in each case with the Secretary of State of the State of California pursuant respect to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC Liquidation and (E) the approval of this Agreement by PPBI’s shareholders the holders of a majority of the issuance outstanding shares of PPBI FFSW Common Stock in the Merger. As of the date hereof, PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Stock. (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement, the Agreement by PPBI and Plan of Merger and Liquidation and the Bank Merger Agreement by Pacific Premier FFSW and FFB, as applicable, and the consummation of the Transaction do not and will not (A) except as Previously Disclosed, constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI FFSW or of any of its Subsidiaries or to which PPBI FFSW or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (FFSW Articles, the FFSW Bylaws or similar governing documents) documents of PPBI or any of its FFSW's Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI the Company or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI - 23 - the Company or the Company Bank of this Agreement and by Pacific Premier of the Bank Merger Agreement Agreement, as applicable, or to consummate the TransactionTransactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB Federal Reserve Board, the OTS, the FDIC, the Massachusetts Bank Commissioner, the Depositors Insurance Fund, the Massachusetts Board and the DBOMHPF, as required, (B) filings with the SEC and state securities authorities, as applicable, authorities in connection with the issuance of PPBI Parent Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2D) the Certificate approval of Merger, as certified this Agreement by the Secretary holders of State a majority of the State outstanding shares of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC Company Common Stock and (E) the approval by PPBI’s shareholders such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the issuance of PPBI Common Stock foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, PPBI the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)8.01(b) or that the requisite approval of the Company's stockholders will not be obtained. (iib) Subject to receipt, or the making, receipt of the consents, approvals, waivers and filings approvals referred to in Section 5.06(a), and the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier the Company and the Company Bank, as applicable, and the consummation of the Transaction Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI the Company or of any of its Subsidiaries or to which PPBI the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles certificate of incorporation or bylaws (or similar governing documents) of PPBI the Company or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI or any of its Subsidiaries SDTB in connection with the execution, delivery or performance by PPBI SDTB of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transaction, except as set forth in Section 5.03(f)(i) of SDTB's Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and the DBODFI, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement and Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFI pursuant to the CGCL and CFC and (E) the approval of this Agreement, including the Agreement and Agreement of Merger, by PPBI’s shareholders the holders of the issuance outstanding shares of PPBI SDTB Common Stock in the MergerStock. As of the date hereof, PPBI SDTB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier SDTB and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries SDTB or to which PPBI SDTB or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation SDTB Articles or bylaws (or similar governing documents) of PPBI or any of its Subsidiaries SDTB Bylaws or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Purchaser Parent or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Purchaser Parent and Purchaser Bank of this Agreement and by Pacific Premier Purchaser Bank of the Bank Agreement of Merger Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and FRB, the DBO, and ▇▇▇▇, as requiredrequired and, in each case, listed in Section 5.04(f) of Purchaser Parent’s Disclosure Schedule, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Purchaser Parent Common Stock in the Merger, (C) approval of listing of such PPBI Purchaser Parent Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC the CFC, and (E) the approval by PPBIPurchaser Parent’s shareholders of the issuance of PPBI Purchaser Parent Common Stock in the Merger. As To the Knowledge of the date hereofPurchaser Parent, PPBI there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers waivers, notices and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI Purchaser Parent and the Purchaser Bank Merger Agreement by Pacific Premier and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination underunder (in each case with or without notice, lapse of time or both) any law, code, ordinance, rule or regulation regulation, or any judgment, judgment decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or to which PPBI Purchaser Parent or any of its Subsidiaries or any of their respective assets or properties is subject or bound, or any Purchaser Parent Contract, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI Purchaser Parent or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreementor Purchaser Parent Contract, indenture except where, in the case of clauses (A) and (C) above, any such breach, violation, default, creation, acceleration, termination or instrumentfailure to obtain such consent or approval would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Purchaser Parent and its Subsidiaries, taken as a whole.

Regulatory Approvals; No Defaults. (ia) No Except as set forth in Section 5.6 of Chart's Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Chart or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Chart of this Agreement and by Pacific Premier of the Bank Merger Agreement other Transaction Documents to which Chart or such Chart Subsidiary is (or will be) a party, as applicable, or to consummate the TransactionTransactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB Federal Reserve Board, FDIC, the Massachusetts Bank Commissioner, the Co-operative Central Bank and the DBOMHPF, as required, (B) filings with the SEC and state securities authorities, as applicable, authorities in connection with the issuance of PPBI Bancorp Common Stock in the Merger and the solicitation of proxies from Chart's shareholders for approval of the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Articles of Merger with the Secretary of State of the State Commonwealth of Delaware pursuant to the DGCLMassachusetts, (2D) the Certificate approval of Merger, as certified this Agreement by the Secretary holders of State not less than two-thirds of the State outstanding shares of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC Chart Common Stock and (E) the approval by PPBI’s shareholders such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the issuance of PPBI Common Stock foregoing federal and state banking agencies in connection with the Merger. As of the date hereof, PPBI Chart is not aware of any reason why the approvals set forth above and or referred to in Section 7.01(b8.1(c) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)8.1(c) or that the requisite approval of Chart's stockholders will not be obtained. (iib) Subject to receipt, or the making, receipt of the consents, approvals, waivers and filings approvals referred to in Section 5.6(a), and the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement other Transaction Documents to which Chart is (or will be) a party by Pacific Premier Chart, and the consummation of the Transaction Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under (or, with notice or lapse of time, or both, would constitute a default under), or give rise to any Lien, any acceleration of remedies or performance or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture indenture, note, bond, mortgage, deed of trust, lease or instrument of PPBI Chart or of any of its Subsidiaries or to which PPBI Chart or any of its Subsidiaries or any of their respective properties or assets is subject subject, affected or boundbound (whether as issuer, guarantor, obligor or otherwise), (B) constitute a breach or violation of, or a default under, the articles of incorporation organization or bylaws (or similar governing documents) of PPBI Chart or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture indenture, note, bond, mortgage, deed of trust, lease or instrument.

Regulatory Approvals; No Defaults. (i) No Except as Previously Disclosed, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Parent or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Parent, Vineyard Bank or Merger Subsidiary, as applicable, of this Agreement, the Agreement of Merger and the Agreement and by Pacific Premier Plan of the Bank Merger Agreement and Liquidation, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FDIC, the DFI or the OCC and the DBOFederal Reserve Board, as required, and (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement of Merger with the Secretary of the State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCLCalifornia, and (3C) the Bank filing of the Agreement and Plan of Merger Agreement and Liquidation with the Secretary of State of the State of California and the DBO pursuant to DFI or the CGCL and CFC and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the MergerOCC, as required. As of the date hereof, PPBI Parent is not aware of any reason why the approvals or waivers set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement, the Agreement by PPBI of Merger and the Agreement and Plan of Merger and Liquidation by Parent, Vineyard Bank and Merger Agreement by Pacific Premier Subsidiary, as applicable, and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI Parent or of any of its Subsidiaries or to which PPBI Parent or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI Parent or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Slippery Rock or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Slippery Rock and Slippery Rock Bank of this Agreement and by Pacific Premier of the Bank Merger Agreement Agreement, respectively, or to consummate the Transaction, except as set forth in Schedule 5.03(f) of the Slippery Rock Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and the DBOOCC, as requiredFDIC and/or Federal Reserve Board, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance submission of PPBI this Agreement for the approval of the holders of Slippery Rock Common Stock and the registration of Parent Common Stock issuable in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Articles of Merger with the Secretary of State of the State Commonwealth of Delaware Pennsylvania pursuant to the DGCL, (2) the Certificate of Merger, as certified by PBCL and the Secretary of State of the State of Delaware, with the Secretary of State of the State of California Florida pursuant to the CGCL, FLBC with respect to the Merger and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (ED) the approval of this Agreement by PPBI’s shareholders the holders of a 75% of the issuance outstanding shares of PPBI Slippery Rock Common Stock in the MergerStock. As of the date hereof, PPBI Slippery Rock is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier Slippery Rock and Slippery Rock Bank, respectively, and the consummation of the Transaction do not and will not (A) except as Previously Disclosed, constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI Slippery Rock or of any of its Subsidiaries or to which PPBI Slippery Rock or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (Slippery Rock Articles, the Slippery Rock Bylaws or similar governing documents) documents of PPBI or any of its Slippery Rock's Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI or any of its Subsidiaries Rancho Bank in connection with the execution, delivery or performance by PPBI Rancho Bank of this Agreement, the Agreement of Merger and the Agreement and by Pacific Premier Plan of the Bank Merger Agreement and Liquidation, or to consummate the Transaction, except as Previously Disclosed and except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FDIC, the DFI or the OCC and the DBOFederal Reserve Board, as required, (B) filings with the SEC and state securities authorities, as applicable, DFI in connection with the issuance submission of PPBI this Agreement for the approval of the holders of Rancho Bank Common Stock in the MergerStock, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLCalifornia, (2D) the Certificate of Merger, as certified by the Secretary of State filing of the State Agreement and Plan of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, Merger and (3) the Bank Merger Agreement Liquidation with the Secretary of State of the State of California and the DBO pursuant to DFI or the CGCL and CFC OCC, as required, and (E) the approval of this Agreement by PPBI’s shareholders the holders of the issuance outstanding shares of PPBI Rancho Bank Common Stock in the MergerStock. As of the date hereof, PPBI Rancho Bank is not aware of any reason why the approvals or waivers set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject Except as Previously Disclosed, subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement, the Agreement by PPBI of Merger and the Agreement and Plan of Merger and Liquidation by Rancho Bank Merger Agreement by Pacific Premier and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries Rancho Bank or to which PPBI Rancho Bank or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation Rancho Bank Articles or bylaws (or similar governing documents) of PPBI or any of its Subsidiaries the Rancho Bank Bylaws or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, and (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, DGCL and (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the MergerCFC. As of the date hereof, PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or to which PPBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. ​ (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by PPBI the Company or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI the Company of this Agreement and by Pacific Premier Company Bank of the Bank Merger Agreement Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the FDIC, the DFPI and the DBOFOFR, as required, (B) filings with the SEC SEC, Nasdaq and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Delaware Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate Florida Articles of Merger, as certified by the Secretary of State of the State of Delaware, Merger with the Secretary of State of the State of California Florida pursuant to the CGCLFBCA, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC CFC, and (E4) articles of merger with respect to the Bank Merger with the Secretary of State of the State of Florida pursuant to the FBCA, and (D) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the MergerCompany Shareholder Approval. As of the date hereof, PPBI the Company is not aware of any reason why the ​ ​ ​ approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).. ​ (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI the Company and the Bank Merger Agreement by Pacific Premier Company Bank and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, Law or agreement, indenture or instrument of PPBI the Company or of any of its Subsidiaries or to which PPBI the Company or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles Company Articles, the Company Bylaws or the organizational documents of incorporation or bylaws (or similar governing documents) of PPBI or any of its the Company’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or licenseLaw, agreement, indenture or instrument.. ​

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI the Company or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI the Company or the Company Bank of this Agreement and by Pacific Premier of the Bank Merger Agreement Agreement, as applicable, or to consummate the TransactionTransactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB Federal Reserve Board, the OTS, the FDIC, the Massachusetts Bank Commissioner, The Co-operative Central Bank, the Depositors Insurance Fund, the Massachusetts Board and the DBOMHPF, as required, (B) filings with the SEC and state securities authorities, as applicable, authorities in connection with the issuance of PPBI Parent Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate DGCL and Articles of Merger, as certified by the Secretary of State of the State of Delaware, Merger with the Secretary of State of the State The Commonwealth of California Massachusetts pursuant to the CGCLMBCL, and (3D) the Bank Merger approval of this Agreement with by the Secretary holders of State a majority of the State outstanding shares of California Company Common Stock and by the DBO pursuant to holders of a majority of the CGCL and CFC outstanding shares of Parent Common Stock and (E) the approval by PPBI’s shareholders such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the issuance of PPBI Common Stock foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, PPBI the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)8.01(b) or that the requisite approval of the Company's stockholders will not be obtained. (iib) Subject to receipt, or the making, receipt of the consents, approvals, waivers and filings approvals referred to in Section 5.06(a), and the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier the Company and the Company Bank, as applicable, and the consummation of the Transaction Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI the Company or of any of its Subsidiaries or to which PPBI the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles certificate of incorporation or bylaws (or similar governing documents) of PPBI the Company or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No Except as set forth in Section 5.03(f) of Seller’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI Seller or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI Seller of this Agreement and by Pacific Premier of the Bank Merger Agreement Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and FRB, the DBO, and ▇▇▇▇, as requiredrequired and, in each case, as listed in Section 5.03(f) of Seller’s Disclosure Schedule, (B) filings with the FDIC, the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Purchaser Parent Common Stock in the Merger, (C) approval of listing of such PPBI Purchaser Parent Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC the CFC, and (E) the approval of this Agreement, including the Agreement of Merger, by PPBI’s shareholders the holders of the issuance outstanding shares of PPBI Seller Common Stock in and Seller Preferred Stock, voting as separate classes. To the Merger. As Knowledge of the date hereofSeller, PPBI there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers waivers, notices and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier Seller and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination underunder (in each case with or without notice, lapse of time, or both), any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or license to which PPBI Seller or any of its Subsidiaries or any of their respective assets or properties is subject or bound, or any Material Contract, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI Seller or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreementor Material Contract except where, indenture in the case of clauses (A) and (C) above, any such breach, violation, default, creation, acceleration, termination or instrumentfailure to obtain such consent or approval would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Seller and its Subsidiaries, taken as a whole.

Regulatory Approvals; No Defaults. ​ (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by PPBI First Foundation or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI First Foundation of this Agreement and by Pacific Premier First Foundation Bank of the Bank Merger Agreement or to consummate the Transaction, except for (A) filings of applications or notices ​ ​ ​ with, and approvals or waivers by, the FRB FRB, the FDIC, the DFPI and the DBOFOFR, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI First Foundation Common Stock in the Merger, (C) approval of the listing of such PPBI First Foundation Common Stock on the Nasdaq, (D) the filing of (1) the Delaware Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate Florida Articles of Merger, as certified by the Secretary of State of the State of Delaware, Merger with the Secretary of State of the State of California Florida pursuant to the CGCLFBCA, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC CFC, and (4) articles of merger with respect to the Bank Merger with the Secretary of State of the State of Florida pursuant to the FBCA, and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the MergerFirst Foundation Stockholder Approval. As of the date hereof, PPBI First Foundation is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).. ​ (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI First Foundation and the Bank Merger Agreement by Pacific Premier First Foundation Bank and the consummation of the Transaction do not and will not (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, Law or agreement, indenture or instrument of PPBI First Foundation or of any of its Subsidiaries or to which PPBI First Foundation or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles First Foundation Certificate, the First Foundation Bylaws or the organizational documents of incorporation or bylaws (or similar governing documents) of PPBI or any of its First Foundation’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or licenseLaw, agreement, indenture or instrument.. ​

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI DELTA or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI DELTA of this Agreement and by Pacific Premier DELTA Bank of the Bank Merger Agreement Agreement, or to consummate the Transaction, except as set forth in Section 5.03(f)(i) of DELTA’s Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the FDIC, the OCC and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI F&M Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, CGCL and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (ED) the approval of this Agreement by PPBI’s shareholders the holders of the issuance outstanding shares of PPBI DELTA Common Stock in the Mergerand Preferred Stock. As of the date hereof, PPBI DELTA is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI DELTA and the Bank Merger Agreement by Pacific Premier DELTA Bank and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI DELTA or of any of its Subsidiaries or to which PPBI DELTA or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI DELTA or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI CCFC or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI CCFC of this Agreement and by Pacific Premier Mooresville Savings of the Bank Merger Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB FRB, the OCC and the DBOCommissioner, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of CCFC Common Stock and the issuance of PPBI FCBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate Articles of Merger with the Secretary of State of the State of Delaware North Carolina pursuant to the DGCL, (2) the Certificate of Merger, as certified by NCBCA and the Secretary of State of the State of DelawareNevada pursuant to the NGCL with respect to the Merger, (D) the filing of Articles of Merger with the Secretary of State of the State of California North Carolina pursuant to Chapter 54(C) of the CGCL, and (3) North Carolina General Statutes with respect to the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (E) the approval of this Agreement by PPBI’s shareholders the holders of the issuance outstanding shares of PPBI CCFC Common Stock in the MergerStock. As of the date hereof, PPBI CCFC is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and CCFC, the Bank Merger Agreement by Pacific Premier Mooresville Savings and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI CCFC or of any of its Subsidiaries or to which PPBI CCFC or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI CCFC or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, DGCL and (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC the CFC, and (E) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in the Merger. As To the Knowledge of the date hereofPPBI, PPBI there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers waivers, notices and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination underunder (with or without notice, lapse of time or both) any law, code, ordinance, rule or regulation regulation, or any judgment, judgment decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or to which PPBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of PPBI or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreementexcept where, indenture in the case of clauses (A) and (C) above, any such breach, violation, default, creation, acceleration, termination or instrumentfailure to obtain such consent or approval would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on PPBI and its Subsidiaries, taken as a whole.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI CVCY or any of its Subsidiaries in connection with the execution, delivery or performance by PPBI CVCY of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transactiontransactions contemplated hereby, except for (Ai) filings of applications or notices with, and approvals or waivers by, the FRB Federal Reserve Board, the FDIC, the OCC and the DBODFPI, as required, (Bii) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI CVCY Common Stock in the Merger, (Ciii) approval of listing of such PPBI CVCY Common Stock on the NasdaqNASDAQ Capital Market, (Div) the filing of (1) the Certificate Agreement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, CGCL and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFPI pursuant to the CGCL and CFC the CFC, and (Eiv) the approval by PPBI’s shareholders receipt of the issuance of PPBI Common Stock in the Merger. As of the date hereof, PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Requisite Shareholder Approvals. (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph or as Previously Disclosed and the expiration of the related any requisite waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and CVCY, the consummation of the Transaction transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default (or an event which, with notice or BN 79011068v1 lapse of time or both would constitute a default) under, or give rise to any right on the part of any third party, any Lien, any acceleration of remedies or any right of termination under, or result in any lawtermination or loss to CVCY of any benefit or right under, codeany Law, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or to which PPBI CVCY or any of its Subsidiaries or by which any of their respective properties is are subject or bound, (B) constitute a breach or violation of, or a default under, under the articles governing documents of incorporation or bylaws (or similar governing documents) of PPBI CVCY or any of its Subsidiaries Subsidiaries, or (C) require any consent or approval under any such law, code, ordinance, rule, regulationLaw, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument. (iii) The execution, delivery and performance by CVCY of this Agreement and the consummation of the transactions provided for in this Agreement do not and will not (a) contravene or conflict with, or result in any violation or breach of, any provision of the CVCY Articles, the CVCY Bylaws, the Central Valley Community Bank Articles, the Central Valley Community Bank Bylaws, or any other governing documents of CVCY or Central Valley Community Bank, (b) conflict with or violate any Law (assuming receipt of the required approval of any Governmental Authority and receipt of the Requisite Shareholder Approvals), and (c) except as set forth in Schedule 5.3(e)(iii) of the CVCY Disclosure Schedule, (1) contravene, conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (2) result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon, (3) require any consent of any person under, or (4) accelerate the performance required by, the terms of, any material debt instrument, lease, license, covenant, or other agreement or understanding to which CVCY or any of its Subsidiaries is a party or by which any of them is bound, any of the properties or assets of CVCY or any of its Subsidiaries, or any order, ruling, decree, judgment, arbitration award or stipulation to which CVCY or any of its Subsidiaries is subject.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by PPBI or any of its Subsidiaries FAB in connection with the execution, delivery or performance by PPBI FAB of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Transaction, except as set forth in Section 5.03(f)(i) of FAB’s Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the FRB and FRB, the DBODFI, the TDB, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the Merger, (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Texas Secretary of State of and the State of Delaware TDB pursuant to the DGCL, TBOC and TFC and (2) the Certificate Agreement and Plan of Merger, as certified by Merger and Liquidation with the California Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO DFI pursuant to the CGCL and CFC and CFC, (E) the approval of this Agreement, including the Agreement and Plan of Merger, by PPBI’s shareholders the holders of the issuance outstanding shares of PPBI FAB Common Stock in and (F) the Mergernotice to the holders of FAB Common Stock pursuant to the requirements of Section 10.355 of the TBOC. As of the date hereof, PPBI FAB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier FAB and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries FAB or to which PPBI FAB or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation FAB Articles or bylaws (or similar governing documents) of PPBI or any of its Subsidiaries FAB Bylaws or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.