Replies to post #21 on Pacific Mercantile Bancorp (PMBC)

[Enterprising Investor]

Purposes of Special Shareholders Meeting:

(1) To approve, as required by NASDAQ Marketplace Rule 5635, the sale and issuance by the Company of up to 2,919,020 shares of common stock, for a total purchase price of $15.5 million, to Carpenter Community Bancfund, L.P. and Carpenter Community Bancfund - A, L.P., pursuant to a Common Stock Purchase Agreement dated August 26, 2011.

(2) To approve an amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock to 85 million shares from 20 million shares;

(3) To approve an amendment to the Certificate of Determination of the Rights, Preferences and Privileges of the Company’s Series A Convertible 10% Cumulative Preferred Stock (the “Series A Shares”) to permit the payment of dividends on the Series A Shares in shares of common stock, as well as in cash; and

(4) To grant discretionary authority to the proxy holders to adjourn the Special Meeting, if necessary, to solicit additional proxies if the number of votes cast at the Special Meeting are not sufficient to approve any of the foregoing proposals.