exv10w1






Exhibit 10.1 Letter Agreement, dated November 14, 2008 between Bank of Commerce Holdings and the
United States Department of the Treasury




UNITED STATES DEPARTMENT OF THE TREASURY

1500 PENNSYLVANIA AVENUE, NW

WASHINGTON, D.C. 20220




Dear Ladies and Gentlemen:




     The company set forth on the signature page hereto (the “Company”) intends to issue in a
private placement the number of shares of a series of its preferred stock set forth on Schedule A
hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock
set forth on Schedule A hereto (the “Warrant” and, together with the Preferred Shares, the
“Purchased Securities”) and the United States Department of the Treasury (the “Investor”) intends
to purchase from the Company the Purchased Securities.



     The purpose of this letter agreement is to confirm the terms and conditions of the
purchase by the Investor of the Purchased Securities. Except to the extent supplemented or
superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in
the Securities Purchase Agreement – Standard Terms attached hereto as Exhibit A (the “Securities
Purchase Agreement”) are incorporated by reference herein. Terms that are defined in the Securities
Purchase Agreement are used in this letter agreement as so defined. In the event of any
inconsistency between this letter agreement and the Securities Purchase Agreement, the terms of
this letter agreement shall govern.


Each of the Company and the Investor hereby confirms its agreement with the other party
with respect to the issuance by the Company of the Purchased Securities and the purchase by the
Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase
Agreement on the terms specified on Schedule A hereto.




     This letter agreement (including the Schedules hereto) and the Securities Purchase
Agreement (including the Annexes thereto) and the Warrant constitute the entire agreement, and
supersede all other prior agreements, understandings, representations and warranties, both written
and oral, between the parties, with respect to the subject matter hereof. This letter agreement
constitutes the “Letter Agreement” referred to in the Securities Purchase Agreement. This letter
agreement may be executed in any number of separate counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts will together constitute the same
agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such
facsimiles will be deemed as sufficient as if actual signature pages had been delivered.



* * *




26









 








     In witness whereof, this letter agreement has been duly executed and delivered by the duly
authorized representatives of the parties hereto as of the date written below.



	 	 	 	 	 
	UNITED STATES DEPARTMENT OF THE TREASURY	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Neel Kashkari
 

Neel Kashkari
	 	 
	Title:

	 	Interim Assistant Secretary for Financial Stability	 	 
	 
	 	 	 	 
	BANK OF COMMERCE HOLDINGS	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Patrick J. Moty
 

Patrick J. Moty
	 	 
	Title:

	 	President and Chief Executive Officer	 	 






Date: November 14, 2008





27