Exhibit 4.14


REGISTRATION AGREEMENT


This
Registration Agreement is made as of the      day of             ,
2007, by and among CoBiz Inc., a Colorado corporation (the “Company”), and the
shareholders of the Company named in Exhibit A to this Agreement (individually,
a “Shareholder” and collectively, the “Shareholders”).


Recitals


A.            The Shareholders own shares of the
Company’s Common Stock, par value $.01 (the “Common Stock”), which are either “restricted
securities” (as defined in Commission Rule 144) or are otherwise subject to
restrictions on resale because the owning Shareholder is an “affiliate” of the
Company.


B.            The Company proposes to make a
public offering of certain of its shares of Common Stock that will be
registered with the Commission under the Securities Act.  The Shareholders wish to include certain of
their shares of Common Stock in that offering and the Company is willing to
include those shares, on the terms and subject to the conditions set forth herein.


Agreement


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


1.             Definitions.  As
used in this Agreement, the following terms shall have the indicated meanings:


“Commission” means the United States Securities
and Exchange Commission.


“Offering” means the currently proposed
underwritten public offering of Common Stock pursuant to the Registration to be
co-managed by Keefe, Bruyette & Woods, Inc., RBC Capital Markets and
Stifel, Nicolaus & Company, in the amount of approximately $60,000,000,
consisting of approximately $20,000,000 of primary shares offered by the
Company and approximately $40,000,000 of secondary shares offered by the Shareholders.  It is currently contemplated that the
Offering will occur in the first quarter of 2007.  The Company shall have the sole and exclusive
power and discretion to determine whether the currently proposed offering has
been abandoned or changed to an extent that makes the inclusion of the Subject
Shares impractical or inappropriate, in which case any subsequent offering or
the proposed offering as so changed shall not be deemed the Offering for
purposes of this Agreement.


“Registration”
means the registration under the Securities Act of the Common Stock to be sold
by the Company and the Shareholders in the Offering in compliance with all
applicable laws and regulations in connection therewith.










 



 


“Registration
Expenses” means all expenses incurred by the Company in complying with
Section 2 hereof, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of the Company’s counsel and
accountants and blue sky fees and expenses.


“Securities
Act” means the United States Securities Act of 1933, as amended, and the
regulations of the Commission thereunder, and any amendment or replacement
thereof.


“Selling
Expenses” means all underwriting discounts, commissions and transfer taxes
applicable to the sale of Subject Shares.


“Subject
Shares” means the shares of Common Stock owned by the Shareholders, as set
forth in Exhibit A to this Agreement.


2.             Registration.


(a)           Agreement
to Include.  The Company shall include in the Registration
(and any related registration, qualification or filing under blue sky laws or
other compliance) and the Offering all the Subject Shares.


(b)           Underwriting.  All
Shareholders shall (together with the Company) enter into an underwriting
agreement with the underwriters for the Offering.  Notwithstanding any other provision of this
Section 2, if the underwriters determine that marketing factors require a
limitation of the number of shares to be underwritten, the Company may exclude
all or a portion of the Subject Shares from the Registration and the Offering
as directed by the underwriters.  The
Company shall advise all Shareholders of any such exclusion, and the number of Subject
Shares that may be included in the Registration and the Offering shall be
allocated among the Shareholders in proportion, as nearly as practicable, to
the respective number of Subject Shares that were to have been included in the Registration
and the Offering by the Shareholders.  No
Subject Shares excluded by reason of the underwriters’ marketing limitation
shall be included in the Registration and the Offering.


The
Company shall provide each Shareholder with a draft of the underwriting
agreement promptly after it is received from the underwriters and shall afford
each Shareholder a reasonable opportunity to comment on the underwriting
agreement.  If any Shareholder
disapproves of the terms of the underwriting agreement, such Shareholder may
elect to withdraw from the Registration and the Offering by written notice to
the Company.


A
reasonable time prior to the consummation of the Offering, each Shareholder
shall execute a power of attorney and custody agreement, in form and substance
reasonably satisfactory to the underwriters, naming Steven Bangert, Richard J.
Dalton and Lyne B. Andrich, or any of them, as such Shareholder’s
attorneys-in-fact to execute and deliver the underwriting agreement on such
Shareholder’s behalf, including all necessary authority to agree upon the price
at which the Subject Shares will be sold and the underwriting discounts and
commissions payable to the underwriters, and 



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shall deliver to
such attorneys-in-fact certificates representing such Shareholder’s Subject
Shares and duly executed blank stock powers relating thereto for delivery by
the attorneys-in-fact in connection with such consummation of the Offering.


(c)           Lock-Up Agreement.  Each Shareholder shall execute a lock-up
agreement in the form reasonably requested by the underwriters agreeing not to effect
any public sale or distribution of equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities,
during the 90 days after the effective date of the Registration (except as part
of the Offering), unless the underwriters otherwise agree.


3.             Expenses of Registration.  All
Registration Expenses shall be borne by the Company and the Shareholders pro
rata on the basis of the number of shares included by each in the Registration.  All Selling Expenses shall be borne by the Shareholders
pro rata on the basis of the number of Subject Shares sold by each in the
Offering.  The fees and expenses of
separate counsel retained by the Shareholders shall be borne by the
Shareholders pro rata on the basis of the number of shares included by each in
the Registration.  Notwithstanding the
foregoing, if prior to the execution of the underwriting agreement for the
Offering the Shareholders elect to withdraw from the Registration and the
Offering by written notice to the Company due to the price at which the Subject
Securities are to be sold being below the Shareholders’ reasonable expectations
or the Offering is not completed, the Company shall pay all Registration
Expenses, unless the Offering is not completed as a result of a breach of any
representation, warranty or covenant of one or more of the Shareholders in the
underwriting agreement for the Offering, in which case the Registration
Expenses shall be borne by the breaching Shareholders pro rata on the basis of
the number of shares to have been included by each breaching Shareholder in the
Registration.  In the event of any such withdrawal
or termination, the fees and expenses of separate counsel retained by the
Shareholders shall still be borne by the Shareholders pro rata on the basis of
the number of shares included by each in the Registration.


4.             Registration
Procedures.


(a)           General
Procedures.  The
Company will keep each Shareholder advised in writing on a reasonably current
basis as to the initiation of the Registration and as to the completion
thereof.  The Company shall at all times
have exclusive control over the registration process and may terminate or
withdraw the Registration in its sole discretion without obligation or
liability to any Shareholder.


(b)           Material
Misstatements or Omissions.


(i)            If during the time when a prospectus
relating to the Offering is required to be delivered under the Securities Act,
any event or circumstance shall occur that makes any statement made in the
registration statement or the related prospectus untrue in any material respect
or that requires the making of any changes in the registration statement or the
related prospectus so that they will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, the Company shall
immediately notify each Shareholder and use its commercially reasonable efforts
to prepare and file with the Commission a supplement or post-effective
amendment to the 



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registration
statement or the related prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Subject Shares, such prospectus will not contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.


(ii)           Each Shareholder agrees, as
expeditiously as possible, (i) to notify the Company of the occurrence of any event
that makes any statement made in the registration statement or the related prospectus
regarding such Shareholder untrue in any material respect or that requires the
making of any changes in the registration statement or the related prospectus
so that, in such regard, (A) in the case of the registration statement, it will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading and (B) in the case of a prospectus, it will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, and (ii) to
provide the Company with such information as may be required to enable the
Company to prepare a supplement or post-effective amendment to the registration
statement or a supplement to such prospectus.


(iii)          Each Shareholder agrees that, upon
receipt of any notice from the Company of the happening of any event of the
kind described in Section 4(b)(i) hereof, such Shareholder will forthwith
discontinue disposition of Subject Shares pursuant to the registration
statement until such Shareholder’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 4(b)(i) hereof, and, if so directed
by the Company, such Shareholder will deliver to the Company all copies in its
possession, other than permanent file copies then in such Shareholder’s
possession, of the prospectus covering such Subject Shares current at the time
of receipt of such notice.  Each Shareholder
agrees that, in the event it receives any notice from the Company under Section
4(b)(i), it will not disclose such fact to any person or entity other than its
counsel and any underwriter or other person participating in the distribution
process.


5.             Indemnification.


(a)           By
the Company.  The Company will indemnify each Shareholder,
each officer, director, partner, affiliate, agent and legal counsel of such Shareholder
and each person controlling such Shareholder, against all claims, losses,
damages and liabilities (or actions or proceedings in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement, prospectus, offering
circular or other similar document (including any related registration
statement, notification or the like) incident to the Registration, or any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances under which they were made, and will reimburse each such
person for any legal and any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, as incurred; provided, however, that the Company will not
be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out 



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of or is based on
any untrue statement or omission based upon written information furnished to
the Company by any Shareholder specifically for use therein.


(b)           By
Shareholders.  Each
Shareholder will indemnify the Company, each of its directors and officers,
each person who controls the Company within the meaning of the Securities Act,
and each other Shareholder who includes securities in the Registration and each
officer, director, affiliate, agent and partner of and each person controlling
such other Shareholder, against all claims, losses, damages and liabilities (or
actions or proceedings in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other similar
document, or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they were made, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in the registration
statement, prospectus, offering circular or other similar document in reliance
upon and in conformity with written information furnished to the Company by
such Shareholder specifically for use therein, and will reimburse the Company
and such other Shareholders and persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, as incurred.  The aggregate liability of each Shareholder
under the indemnification agreement contained in this Section 5(b) and the
contribution agreement contained in Section 5(d) shall be limited to an amount
equal to the net proceeds (after deducting underwriting discounts and
commissions) received by such Shareholder from the Subject Shares sold by such
Shareholder in the Offering.


(c)           Notice.  Each
person entitled to indemnification under this Section 5 (the “Indemnified
Person”) shall give notice to the party required to provide indemnification
(the “Indemnifying Party”) promptly after the Indemnified Person has received
written notice of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Person (whose approval shall not unreasonably be
withheld).  The Indemnified Person may
participate in such defense at such person’s expense; provided, however,
that the Indemnifying Party shall bear the expense of separate counsel for the
Indemnified Person if representation of both parties by the same counsel would
be inappropriate due to actual or potential conflicts of interest.  The failure of the Indemnified Person to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 5 except to the extent that such failure to give
notice materially prejudices the Indemnifying Party in the defense of any such
claim or litigation.  No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Person, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Person of a release
from all liability in respect of such claim or litigation.


(d)           Contribution.  If the indemnification provided for in this
Section 5 is unavailable or insufficient to hold harmless an Indemnified Person
under Section 5(a) or (b) above in 



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respect of any
claims, losses, damages or liabilities (or actions or proceedings in respect
thereof) referred to therein, then the Indemnifying Party and the Indemnified
Person shall contribute to the amount paid or payable by such Indemnified Person
as a result of such claims, losses, damages or liabilities (or actions or
proceedings in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party on the one hand and the Indemnified
Person on the other in connection with the statements or omissions which
resulted in such claims, losses, damages or liabilities (or actions or
proceedings in respect thereof), as well as any other relevant equitable
considerations.  The relative fault shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Indemnifying Party
or the Indemnified Person and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.  The Company and the Shareholders
agree that it would not be just and equitable if contributions pursuant to this
Section 5(d) were determined by pro rata allocation or by any other method of
allocation which does not take account of such equitable considerations.  The amount paid or payable by an Indemnified Person
as a result of the claims, losses, damages or liabilities (or actions or
proceedings in respect thereto) referred to above in this Section 5(d) shall be
deemed to include any legal or other expenses reasonably incurred by such Indemnified
Person in connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of
this Section 5(d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.  The obligation of each Shareholder to
contribute under this Section 5(d) is several. 
The aggregate liability of each Shareholder under the contribution agreement
contained in this Section 5(d) and the indemnification agreement contained in
Section 5(b) shall be limited to an amount equal to the net proceeds (after
deducting underwriting discounts and commissions) received by such Shareholder
from the Subject Shares sold by such Shareholder in the Offering.  No person shall be obligated to contribute
under this Section 5(d) unless and except to the extent that such person would
be obligated to indemnify the Indemnified Person under the literal wording of
Section 5(a) or (b).


6.             Information
by Shareholder.  Each Shareholder shall take
all steps reasonably necessary to furnish to the Company such information
regarding such Shareholder as the Company may request in writing and as shall
be required in connection with the Registration.


7.             Amendments and Waivers.  This
Agreement may be amended only in a writing signed by the Company and by Shareholders
owning a majority of the Subject Shares.  Any amendment shall equally affect and bind
all holders of Subject Shares.  No
failure by any party to insist upon strict performance of this Agreement on any
one or more occasions shall constitute a waiver of any right or remedy
hereunder.  Any right or remedy hereunder
may be waived (a) only in a writing signed by (a) the Company in the case
of a right or remedy of the Company, (b) Shareholders owning of a majority
of the Subject Shares, in the case of a right or remedy of the Shareholders, or
(c) by a Shareholder, in the case of a right or remedy only of such Shareholder.


8.             Notices.  All
notices pursuant to or relating to this Agreement shall be in writing and may
be given by any means selected by the sender. 
A notice which is sent by United States 



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registered or
certified mail, return receipt requested, addressed to the intended recipient
at the address given below, with all postage prepaid, shall be deemed given and
received for purposes of this Agreement on the earlier of the date specified in
the return receipt or three business days after it is posted.  A notice given by recognized overnight
courier to the address of the intended recipient set forth below shall be
deemed given and received for purposes of this Agreement on the first business
day after it is sent.  A notice given by
facsimile transmission to the intended recipient at the facsimile number given
below shall be deemed given and received for purposes of this Agreement upon
confirmation of transmission by the sender’s facsimile machine.  A notice given by any other means shall be
deemed given and received for purposes of this Agreement only upon actual
receipt.  The addresses and facsimile
numbers of the parties for notice purposes are as follows:




	
  Company:

  	
  CoBiz Inc.

  
	
   

  	
  821 17th Street

  
	
   

  	
  Denver, Colorado
  80202

  
	
   

  	
  Attention: Lyne
  Andrich

  
	
   

  	
  Facsimile No.: (720)
  264-1958                      

  
	
   

  	
   

  
	
  To any
  Shareholder:

  	
  Such Shareholder’s address or 

  fax number given on Exhibit A

  






 


Any party
may change its address or facsimile number for notice purposes by notice to the
other parties.


9.             Miscellaneous.  This
Agreement shall be governed in all respects by the laws of the New York.  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns.  This Agreement
contains the entire understanding of the parties with respect to the subject
matter hereof.  The obligations of the
Shareholders hereunder are several and not joint, and no Shareholder shall be
liable for the failure of any other Shareholder to perform any such
obligation.  This Agreement may be
executed in counterparts, no one of which need be signed by all parties, but
all of which shall constitute a single agreement.


[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF, the
undersigned have executed this Registration Agreement as of the day and year
first above written, notwithstanding the actual date of execution.


	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  CoBiz Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHAREHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 



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EXHIBIT A


Names,
Addresses and Facsimile Numbers

and Numbers of Subject Shares of Shareholders


	
  Name, Address and

  	
   

  	
   

  	
   

  
	
  Facsimile Number

  	
   

  	
  Number of Shares

  	
   

  



 



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