Unassociated Document


    EXECUTION
COPY

    


    
      
        
          
            
              
                	
                         

                        SECURITIES
      PURCHASE AGREEMENT

                         

                        dated
      as of November 16, 2010

                         

                        between

                         

                        Cascade
      Bancorp

                         

                        and

                         

                        Weichert
      Enterprise LLC,

                        Michael
      F. Rosinus R/O IRA,

                        Keefe
      Ventures Fund LP,

                        Alden
      Global Value Recovery Master Fund, L.P.

                        and

                        Cougar
      Trading, LLC

                         

                      


              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXECUTION
COPY

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                	 
      	 
      	
                        Page

                      
	 
      	 
      	 
      
	
                        ARTICLE
      I

                      	 
      
	 
      	 
      	 
      
	
                        Purchase;
      Closings

                      	 
      
	 	 
	
                        1.1

                      	
                        Purchase

                      	
                        2

                      
	
                        1.2

                      	
                        Closing

                      	
                        2

                      
	 
      	 
      	 
      
	
                        ARTICLE
      II

                      	 
      
	 
      	 
      	 
      
	
                        Representations
      and Warranties

                      	 
      
	 
      	 
      	 
      
	
                        2.1

                      	
                        Disclosure

                      	
                        6

                      
	
                        2.2

                      	
                        Representations
      and Warranties of the Company

                      	
                        7

                      
	
                        2.3

                      	
                        Representations
      and Warranties of the Investors

                      	
                        29

                      
	 
      	 
      
	
                        ARTICLE
      III Covenants

                      	 
      
	 
      	 
      	 
      
	
                        3.1

                      	
                        Filings;
      Other Actions

                      	
                        30

                      
	
                        3.2

                      	
                        Access,
      Information and Confidentiality

                      	
                        32

                      
	
                        3.3

                      	
                        Conduct
      of the Business

                      	
                        33

                      
	
                        3.4

                      	
                        Reasonable
      Efforts

                      	
                        33

                      
	
                        3.5

                      	
                        Shareholder
      Litigation

                      	
                        33

                      
	
                        3.6

                      	
                        Material
      Non-Public Information

                      	
                        33

                      
	 
      	 
      
	
                        ARTICLE
      IV

                      	 
      
	
                        Additional
      Agreements

                      	 
      
	 
      	 
      	 
      
	
                        4.1

                      	
                        Legend

                      	
                        34

                      
	
                        4.2

                      	
                        Certain
      Transactions

                      	
                        34

                      
	
                        4.3

                      	
                        Indemnity

                      	
                        34

                      
	
                        4.4

                      	
                        Registration
      Rights

                      	
                        37

                      
	
                        4.5

                      	
                        Anti-Takeover
      Matters; Takeover Laws; No Rights Triggered

                      	
                        37

                      
	
                        4.6

                      	
                        VCOC
      Investor

                      	
                        38

                      
	
                        4.7

                      	
                        Continued
      Listing Authorization

                      	
                        38

                      
	 
      	 
      
	
                        ARTICLE
      V

                      	 
      
	
                        Termination

                      	 
      
	 
      	 
      	 
      
	
                        5.1

                      	
                        Termination

                      	
                        39

                      
	
                        5.2

                      	
                        Effects
      of Termination

                      	
                        39

                      


              

            

          

        

      

    


    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  ARTICLE
      VI

                	 
      
	
                  Miscellaneous

                	 
      
	 
      	 
      	 
      
	
                  6.1

                	
                  Survival

                	
                  39

                
	
                  6.2

                	
                  Amendment

                	
                  40

                
	
                  6.3

                	
                  Waivers

                	
                  40

                
	
                  6.4

                	
                  Counterparts
      and Facsimile

                	
                  40

                
	
                  6.5

                	
                  Governing
      Law

                	
                  40

                
	
                  6.6

                	
                  Waiver
      of Jury Trial

                	
                  40

                
	
                  6.7

                	
                  Notices.

                	
                  40

                
	
                  6.8

                	
                  Entire
      Agreement, Etc.

                	
                  41

                
	
                  6.9

                	
                  Other
      Definitions

                	
                  41

                
	
                  6.10

                	
                  Captions

                	
                  42

                
	
                  6.11

                	
                  Severability

                	
                  43

                
	
                  6.12

                	
                  No
      Third-Party Beneficiaries

                	
                  43

                
	
                  6.13

                	
                  Public
      Announcements

                	
                  43

                
	
                  6.14

                	
                  Specific
      Performance

                	
                  43

                


        

      

    


    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    


    LIST
OF EXHIBITS

     

    
      	
              Exhibit
      A:

            	
              Form
      of Opinion of Counsel

            


    

    
      
        	
                Exhibit
      B:

              	
                Form
      of Officer’s Certificate from the Company

              
	
                Exhibit
      C: 

              	Form
      of Registration Rights
Agreement 


      

    

     

    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    


    INDEX
OF DEFINED TERMS

     

    
      	
              Term

            	 
      	
              Location of

              Definition

            
	
              Agency

            	 
      	
              2.2(z)(8)(i)

            
	
              Affiliate

            	 
      	
              6.9(2)

            
	
              Agreement

            	 
      	
              Preamble

            
	
              Articles
      of Incorporation

            	 
      	
              2.2(a)

            
	
              Beneficially
      Own/Beneficial Owner/Beneficial Ownership

            	 
      	
              6.9(9)

            
	
              Benefit
      Plan

            	 
      	
              2.2(p)(1)

            
	
              BHC
      Act

            	 
      	
              2.2(a)

            
	
              Board
      of Directors

            	 
      	
              2.2(c)(1)

            
	
              Burdensome
      Condition

            	 
      	
              6.9(10)

            
	
              Business
      Combination Exemption Resolutions

            	 
      	
              4.5(a)

            
	
              business
      day

            	 
      	
              6.9(7)

            
	
              Closing

            	 
      	
              1.2(a)

            
	
              Closing
      Date

            	 
      	
              1.2(a)

            
	
              Code

            	 
      	
              2.2(p)(2)

            
	
              Common
      Stock/Common Shares

            	 
      	
              Recitals

            
	
              Company

            	 
      	
              Preamble

            
	
              Company
      10-K

            	 
      	
              2.2(c)(1)

            
	
              Company
      Bank

            	 
      	
              1.2(b)(1)(x)

            
	
              Company
      Financial Statements

            	 
      	
              2.2(f)

            
	
              Company
      Preferred Stock

            	 
      	
              2.2(c)(1)

            
	
              Company
      Reports

            	 
      	
              2.2(g)(1)

            
	
              Company
      Restricted Stock

            	 
      	
              2.2(c)(1)

            
	
              Company
      Significant Agreement

            	 
      	
              2.2(k)

            
	
              Company
      Stock Option

            	 
      	
              2.2(c)(1)

            
	
              Company
      Stock Option Plans

            	 
      	
              2.2(c)(1)

            
	
              Company
      Subsidiary/Company Subsidiaries

            	 
      	
              2.2(b)

            
	
              Company
      TRuPS

            	 
      	
              Recitals

            
	
              control/controlled
      by/under common control with

            	 
      	
              6.9(2)

            
	
              De
      Minimis Claim

            	 
      	
              4.5(e)

            
	
              Disclosure
      Schedule

            	 
      	
              2.1(a)

            
	
              Discounted
      TRuPS Amount

            	 
      	
              Recitals

            
	
              ERISA

            	 
      	
              2.2(p)(1)

            
	
              ERISA
      Affiliate

            	 
      	
              2.2(p)(2)

            
	
              ERISA
      Plan

            	 
      	
              2.2(p)(3)

            
	
              Exchange
      Act

            	 
      	
              2.2(g)(1)

            
	
              FDIC

            	 
      	
              2.2(b)

            
	
              GAAP

            	 
      	
              2.2(f)

            
	
              Governmental
      Entity

            	 
      	
              1.2(b)(1)(i)

            
	
              herein/hereof/hereunder

            	 
      	
              6.9(5)

            
	
              including/includes/included/include

            	 
      	
              6.9(4)

            
	
              Indemnified
      Party

            	 
      	
              4.3(c)

            


    


    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    

    


    
      	
              Term

            	 
      	
              Location of

              Definition

            
	
              Indemnifying
      Party

            	 
      	
              4.3(c)

            
	
              Information

            	 
      	
              3.2(b)

            
	
              Insurer

            	 
      	
              2.2(z)(8)(iii)

            
	
              IT
      Assets

            	 
      	
              2.2(w)

            
	
              Intellectual
      Property

            	 
      	
              2.2(w)

            
	
              Investment
      Amount

            	 
      	
              1.2(a)

            
	
              Investor(s)

            	 
      	
              Preamble

            
	
              IRS

            	 
      	
              2.2(i)(1)

            
	
              knowledge
      of the Company/Company’s knowledge

            	 
      	
              6.9(10)

            
	
              Liens

            	 
      	
              2.2(b)

            
	
              Loans

            	 
      	
              2.2(z)(2)

            
	
              Loan
      Investor

            	 
      	
              2.2(z)(8)(ii)

            
	
              Losses

            	 
      	
              4.3(a)

            
	
              Material
      Adverse Effect

            	 
      	
              2.1(b)

            
	
              MNPI

            	 
      	
              3.6

            
	
              NASDAQ

            	 
      	
              1.2(b)(1)(xii)

            
	
              OBCA

            	 
      	
              2.2(v)

            
	
              Order

            	 
      	
              1.2(b)(1)(x)

            
	
              Other
      Private Placements

            	 
      	
              Recitals

            
	
              Other
      Securities Purchase Agreements

            	 
      	
              Recitals

            
	
              Outside
      Date

            	 
      	
              5.1(b)

            
	
              Pension
      Plan

            	 
      	
              2.2(p)(3)

            
	
              Per
      Share Purchase Price

            	 
      	
              1.2(a)

            
	
              Permitted
      Liens

            	 
      	
              2.2(h)

            
	
              person

            	 
      	
              6.9(8)

            
	
              Plan
      Asset Regulations

            	 
      	
              4.6

            
	
              Pool

            	 
      	
              2.2(z)(7)

            
	
              Pre-Closing
      Period

            	 
      	
              3.3

            
	
              Previously
      Disclosed

            	 
      	
              2.1(c)

            
	
              Purchased
      Shares

            	 
      	
              1.2(a)

            
	
              Registration
      Rights Agreement

            	 
      	
              Recitals

            
	
              Regulatory
      Agreement

            	 
      	
              2.2(y)

            
	
              SEC

            	 
      	
              2.1(c)

            
	
              Securities
      Act

            	 
      	
              2.2(g)(1)

            
	
              Shareholder
      Litigation

            	 
      	
              3.5

            
	
              Shareholder
      Approvals

            	 
      	
              2.2(d)(1)

            
	
              subsidiary

            	 
      	
              6.9(1)

            
	
              Takeover
      Law

            	 
      	
              2.2(v)

            
	
              Tax/Taxes

            	 
      	
              2.2(i)(1)

            
	
              Tax
      Return

            	 
      	
              2.2(i)(1)

            
	
              Threshold
      Amount

            	 
      	
              4.3(e)

            
	
              Transaction
      Documents

            	 
      	
              Recitals

            
	
              TRuPS
      Exchanges

            	 
      	
              Recitals

            


    


    
      
         


      

      
        -v-

        
          

        

      

      
         


      

    

    


    
      	
              Term

            	 
      	
              Location of

              Definition

            
	
              Trust
      Preferred Securities Exchange Agreements

            	 
      	
              Recitals

            
	
              Unlawful
      Gains

            	 
      	
              2.2(n)(5)

            
	
              VCOC

            	 
      	
              4.6

            
	
              VCOC
      Investor

            	 
      	
              4.6

            
	
              Voting
      Debt

            	 
      	
              2.2(c)(1)

            


    


    
      
         


      

      
        -vi-

        
          

        

      

      
         


      

    


    SECURITIES PURCHASE AGREEMENT,
dated as of November 16, 2010 (this “Agreement”), between Cascade
Bancorp (the “Company”)
and Weichert Enterprise LLC, Michael F. Rosinus R/O IRA, Keefe Ventures Fund LP,
Alden Global Value Recovery Master Fund, L.P., and Cougar Trading, LLC (each an
“Investor” and together
the “Investors”).

     

    RECITALS:

     

    A.
         The Investment. The
Company intends to sell to the Investors, and the Investors intend to purchase
from the Company, as an investment in the Company, the securities as described
herein. The securities to be purchased at the closing are shares of common
stock, no par value, of the Company (“Common Stock” or “Common Shares”).

     

    B.
         Additional Private
Placements. Concurrently with the investment contemplated herein, the
Company has agreed to sell Common Shares in private placements (the “Other Private Placements”) to
the other investors listed in Section 1.2(b)(1)(vi) of the Disclosure Schedule
(the “Other Investors”)
under separate securities purchase agreements (the “Other Securities Purchase
Agreements”), with the closing of such transactions to occur
simultaneously with the closing of this transaction as described
herein.

     

    C.
         Registration Rights.
At Closing, the Company will enter into a Registration Rights Agreement for the
benefit of the Investor and the Other Investors, substantially in the form
attached as Exhibit C hereto (the “Registration Rights
Agreement”), pursuant to which the Company has agreed to provide certain
registration rights with respect to the Purchased Shares under the 1933 Act and
applicable state securities laws.

     

    D.
         Exchange Agreements.
On November 16, 2010, the Company entered into Exchange Agreements dated
November 11, 2010 (together with all other agreements entered into in connection
therewith, the “Trust
Preferred Securities Exchange Agreements”) with Cohen & Company
Financial Management, LLC, ATP Management LLC and each of Alesco Preferred
Funding X, Ltd., Alesco Preferred Funding VI, Ltd., Alesco Preferred Funding XI,
Ltd. and Alesco Preferred Funding XIV, Ltd. with respect to the exchange of all
trust preferred securities issued by issuer trusts originated by the Company
(the “Company TRuPS”)
for promissory notes issued by the Company substantially in the forms attached
to the Trust Preferred Securities Exchange Agreements (such exchanges to be
collectively referred to herein as the “TRuPS Exchanges”). Following
the closing of the transactions contemplated hereby, such promissory notes shall
become due and payable for an aggregate amount equal to 20% of the aggregate
amount of the face value of the Company TRuPS immediately prior to the
completion of the TRuPS Exchanges (together with accrued interest as provided
pursuant to the terms of such promissory notes) (the “Discounted TRuPS
Amount”).

     

    E.
         Transaction
Documents. The term “Transaction Documents” refers
to this Agreement, the Registration Rights Agreement and the Other Securities
Purchase Agreements.

     

    NOW, THEREFORE, in
consideration of the premises, and of the representations, warranties, covenants
and agreements set forth herein, the parties agree as follows:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


     

    ARTICLE
I

     

    Purchase;
Closings

     

    1.1           Purchase. On the
terms and subject to the conditions set forth herein, the Investor will purchase
from the Company, and the Company will issue and sell to the Investor, a number
of shares of Common Stock as set forth herein.

     

    1.2           Closing.

     

    (a)           Subject
to the satisfaction (or, where permissible, waiver) of the conditions to the
closing set forth in Section 1.2(b), the closing of the transactions
contemplated hereby (the “Closing”) shall take place
simultaneously with the closing of the Other Private Placements or as shall be
agreed upon in writing by the parties hereto, at the offices of the Company
located at 1100 NW Wall Street, Bend, Oregon 97701 or such other location as
agreed by the parties in writing. The date of the Closing is referred to as the
“Closing
Date.”  Subject to the satisfaction of the conditions described
in Section 1.2(b), at the Closing, the Company will deliver to each
Investor one or more certificates bearing the appropriate legends herein
provided for and free and clear of all Liens representing such number of whole
shares of Common Stock (the “Purchased Shares”)
determined by dividing the investment amount for the Investor as disclosed in
Section 1.2(b)(1)(vi) of the Disclosure Schedule (the Investor’s “Investment Amount” and, in
the aggregate with the amounts to be invested pursuant to the Other Securities
Purchase Agreements, the “Investment Amounts”) by the
price per share as disclosed on Section 1.2(b)(1)(vi) of the Disclosure Schedule
(as adjusted in accordance with Section 4.7 to reflect any reverse stock split
of the Common Stock effected prior to the Closing, the “Per Share Purchase Price”),
against payment by the Investor of the Investment Amount by wire transfer of
immediately available United States funds to a bank account designated by the
Company; provided, that
if the Purchased Shares would be equal to or greater than 9.9% of any class of
Voting Securities (as defined in the BHC Act) of the Company outstanding at such
time (assuming, for this purpose only, full conversion of all securities owned
by the Investor and its Affiliates that are convertible into or exercisable for
Voting Securities and no conversion by other holders of such convertible
securities), then the Investor shall purchase the highest number of shares of
Common Stock at the Per Share Purchase Price (and the Investment Amount shall be
reduced accordingly) such that the Investor will not be deemed to own, control
or have the power to vote, for purposes of the BHC Act (as defined below) and
the rules and regulations promulgated thereunder, 9.9% or more of any class of
Voting Securities (as defined in the BHC Act) of the Company outstanding at such
time (assuming, for this purpose only, full conversion of all securities owned
by the Investor and its Affiliates that are convertible into or exercisable for
Voting Securities and no conversion by other holders of such convertible
securities).

     

    (b)           Closing
Conditions.

     

    (1)           The
obligation of each Investor to consummate the Closing is subject to the
fulfillment prior to or contemporaneously with the Closing of each of the
following conditions, any of which may be waived by such Investor (as to itself
only):

     

    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    (i)           no
provision of any applicable law or regulation and no judgment, injunction, order
or decree shall prohibit the Closing or shall prohibit or restrict the Investor
or its Affiliates from owning, voting, converting or exercising any securities
of the Company in accordance with the terms thereof and no lawsuit shall have
been commenced by any court, administrative agency or commission or other
governmental authority or instrumentality, whether federal, state, local or
foreign, or any applicable industry self-regulatory organization (each, a “Governmental Entity”) seeking
to effect any of the foregoing;

     

    (ii)          the
Shareholder Approvals shall have been received;

     

    (iii)         the
representations and warranties of the Company set forth in this Agreement shall
be true and correct in all respects as of the date hereof and as of the Closing
(except to the extent such representations and warranties are made as of a
specified date, in which case such representations and warranties shall be true
and correct in all respects as of such date);

     

    (iv)         the
Company shall have performed all obligations required to be performed by it at
or prior to or contemporaneously with the Closing under this
Agreement;

     

    (v)       
  since the date hereof, there shall not have occurred any
circumstance, event, change, development or effect that, individually or in the
aggregate, has had or could reasonably be expected to have a Material Adverse
Effect on the Company or its principal depository institution
subsidiary;

     

    (vi)         the
Company shall receive gross proceeds from the sale of Common Shares pursuant to
the Transaction Documents of an aggregate amount not less than $165 million or
more than $177 million from the investors listed in Section 1.2(b)(1)(vi) of the
Disclosure Schedule, contemporaneously with the Closing and all of such
proceeds, other than (A) amounts used to pay all amounts due under the
promissory notes issued pursuant to the Trust Preferred Securities Exchange
Agreements (not to exceed the Discounted TRuPS Amount) and to pay related fees
and expenses (which related fees and expenses shall not exceed $2.7 million);
(B) amounts used to reimburse the Other Investors in the Other Private
Placements for their respective out-of-pocket fees and expenses pursuant to the
Other Securities Purchase Agreements; (C) amounts to pay expenses related to the
shareholders’ meeting to be held in connection with the Shareholder Approvals
and to the transactions contemplated by the Transaction Documents; and (D) up to
$1 million which will remain at the Company for working capital purposes, shall
be contributed as capital to the Company’s principal depository institution
subsidiary;

     

    (vii)        Davis
Wright Tremaine LLP, counsel for the Company, shall have delivered to the
Investor their written opinion, dated the Closing Date, in the form set forth in
Exhibit A
hereto, in form and substance satisfactory to the Investor;

     

    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


     

    (viii)       the
Company shall have delivered to the Investor a duly executed Officer’s
Certificate in the form set forth in Exhibit B
hereto;

     

    (ix)          the
TRuPS Exchanges shall have been completed pursuant to and in accordance with the
terms of the Trust Preferred Securities Exchange Agreements, and the
consummation of the transactions contemplated hereby and by the Other Securities
Purchase Agreements shall constitute a Capital Raise, as defined in and pursuant
to the promissory notes issued pursuant to the Trust Preferred Securities
Exchange Agreements, requiring the payment in full of such promissory notes for
an amount not to exceed, in the aggregate, the Discounted TRuPS
Amount;

     

    (x)           the
Company and its subsidiaries shall be in compliance in all material respects
with the policies and procedures adopted by them and disclosed to the Investor
in the Three Year Financial Plan dated May 26, 2010, and none of such policies
and procedures shall have been revoked or modified in any respect that would
make it materially less likely that the Company and its subsidiaries will be
able to comply with the cease-and-desist order dated August 27, 2009 against the
Bank of the Cascades (the “Company Bank”), an Oregon
chartered stock bank and a wholly owned subsidiary of the Company, issued by the
FDIC (as defined below) and the Oregon Division of Finance and Corporate
Securities (the “Order”) (or any other
enforcement orders in effect as of the Closing);

     

    (xi)          as
of the close of business on the second business day immediately preceding the
Closing, the Company’s (A) classified assets on its balance sheet shall not be
more than 5% higher than the amount set forth as of June 30, 2010, (B)
non-performing assets on its balance sheet shall not be more than 5% higher than
the amount set forth as of June 30, 2010 and (C) the Company’s net loss,
exclusive of tax adjustments or tax expense, for the period June 30, 2010 to the
second business day prior to the Closing Date, shall not exceed $20
million;

     

    (xii)        
the Company shall have caused the shares of Common Stock issuable at Closing and
the shares of Common Stock to be issued in the Other Private Placements to be
approved for listing on the NASDAQ Capital Market (“NASDAQ”), subject to official
notice of issuance;

     

    (xiii)       the
Company, the Investors and the investors in the Other Private Placements shall
have made or obtained the approvals and authorizations of, filings and
registrations with, and notifications to, and, to the extent required by
applicable law or regulation, consents, approvals, or exemptions from, all
Governmental Entities, including bank regulatory authorities and all third party
consents required to consummate the transactions contemplated by the Transaction
Documents, in each case without the imposition of a Burdensome
Condition;

     

    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    (xiv)       except
as Previously Disclosed (as defined below), no Regulatory Agreement shall have
been threatened or issued by any Governmental Entity with regulatory authority
over the Company and its subsidiaries and neither the Company nor the Company
Bank shall have entered into a written agreement with respect to or otherwise
consented to a Regulatory Agreement;

     

    (xv)        no
law, rule, regulation, policy or guidance shall have been enacted or issued by
any Governmental Entity after the date hereof that, individually or in the
aggregate, would reasonably be expected to adversely affect (with respect to the
Investor or its Affiliates) any material financial term of the transactions
contemplated by this Agreement or the anticipated benefits or burdens to the
Investor and its Affiliates of the transactions contemplated
hereby;

     

    (xvi)       at
Closing, the Company will deliver a certificate of the Chief Executive Officer
or the Chief Financial Officer certifying compliance with each of the above
conditions and upon the request of the Investor shall provide sufficient detail
that the Investor may verify compliance; and

     

    (xvii)      at
the Closing, the Registration Rights Agreement shall be executed by the Company
and each investor purchasing securities pursuant to the Other Securities
Purchase Agreements.

     

    (2)          The
obligation of the Company to consummate the Closing is subject to the
fulfillment prior to the Closing of each of the following
conditions:

     

    (i)           the
representations and warranties of the Investors set forth in Section 2.3 of
this Agreement shall be true and correct in all respects as of the date hereof
and as of the Closing (except to the extent such representations and warranties
are made as of a specified date, in which case such representations and
warranties shall be true and correct in all respects as of such
date);

     

    (ii)          the
Company shall receive gross proceeds from the sale of Common Shares of an
aggregate amount not less than $165 million (which includes the Investment
Amounts), contemporaneously with the Closing, from the proceeds from the Other
Private Placements and from the Investor as contemplated by this
Agreement;

     

    (iii)         the
Company and the Investors shall have obtained the approvals and authorizations
of, filings and registrations with, and notifications to, and, to the extent
required by applicable law or regulation, consents, approvals, or exemptions
from bank regulatory authorities, for the transactions contemplated by the
Transaction Documents; and

     

    (iv)         the
Investors shall have performed all obligations required to be performed by it at
or prior to the Closing under this Agreement.

     

    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    ARTICLE
II

     

    Representations
and Warranties

     

    2.1          Disclosure.

     

    (a)           On
or prior to the date of this Agreement, the Company delivered to the Investors a
schedule (“Disclosure
Schedule”) setting forth, among other things, items the disclosure of
which is necessary or appropriate either in response to an express disclosure
requirement contained in a provision hereof or as an exception to one or more
representations or warranties contained in Section 2.2 or to one or more of
its covenants contained in Article III; provided, however, that notwithstanding
anything in this Agreement to the contrary, the mere inclusion of an item in
such schedule shall not be deemed an admission that such item represents a
material exception or material fact, event, or circumstance or that such item
has had or would reasonably be expected to have a Material Adverse Effect on the
Company.

     

    (b)           “Material Adverse Effect”
means, with respect to any Investor, only clause (2) that follows, or, with
respect to the Company, both clauses (1) and (2) that follow, any
circumstance, event, change, development or effect that, individually or in the
aggregate (1) is or would reasonably be expected to be material and adverse
to the financial position, results of operations, business, assets or
liabilities, management or condition (financial or otherwise) of the Company and
the Company Subsidiaries taken as a whole, or (2) would or would reasonably
be expected to materially impair the ability of either the Investor or the
Company, respectively, to perform its respective obligations under this
Agreement or otherwise materially threaten or materially impede the consummation
of the transactions contemplated by this Agreement; provided, however, that in determining
whether a Material Adverse Effect has occurred, there shall be excluded any
effect to the extent resulting from the following: (A) changes, after the date
hereof, in generally accepted accounting principles or regulatory accounting
principles generally applicable to banks, savings associations or their holding
companies, (B) actions or omissions of the Company expressly required by the
terms of this Agreement or taken with the prior written consent of the
Investors, (C) changes, after the date hereof, in the market price or trading
volumes of the Common Stock or the Company’s other securities (but not the
underlying causes of such changes), (D) changes in global or national political
conditions, including the outbreak or escalation of war or acts of terrorism,
and (E) the public disclosure of this Agreement or the transactions contemplated
hereby; except, with respect to clauses (A) and (D), to the extent that the
effects of such changes have a disproportionate effect on the Company and the
Company Subsidiaries, taken as a whole, relative to other banks, savings
associations and their holding companies generally, and with respect to clause
(E), to the extent that such public disclosure results in additional
restrictions or sanctions against the Company or the Company Bank by a
Governmental Entity.

     

    
      
         


      

      
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    (c)           “Previously Disclosed” with
regard to the Company (1) means information set forth on its Disclosure Schedule
corresponding to the provision of this Agreement to which such information
relates; provided that
information which is reasonably apparent on its face that it relates to another
provision of this Agreement, shall also be deemed to be Previously Disclosed
with respect to such other provision and (2) includes information publicly
disclosed by the Company in the Company Reports filed by it with or furnished to
the U.S. Securities and Exchange Commission (the “SEC”) on or after January 1,
2010, including amendments thereto filed prior to the date hereof, and publicly
available prior to the date of this Agreement (excluding any risk factor
disclosures contained in such documents under the heading “Risk Factors,” any
disclosure of risks included in any “forward-looking statements” or any other
disclaimers that are non-specific or statements that are predictive or
forward-looking in nature, and any exhibits thereto and documents incorporated
by reference therein).

     

    2.2           Representations and
Warranties of the Company. Except
as Previously Disclosed, the Company represents and warrants as of the date of
this Agreement and as of the Closing (except to the extent made only as of a
specified date, in which case as of such date) to the Investor
that:

     

    (a)           Organization and
Authority. The Company is a corporation duly organized and validly
existing under the laws of the State of Oregon, is duly qualified to do business
and is in good standing in all jurisdictions where its ownership or leasing of
property or the conduct of its business requires it to be so qualified and
failure to be so qualified would have a Material Adverse Effect on the Company
and has corporate power and authority to own its properties and assets and to
carry on its business as it is now being conducted. The Company is duly
registered as a bank holding company under the Bank Holding Company Act of 1956,
as amended, or any successor statute (the “BHC Act”). The Company has
furnished or made available to the Investor, prior to the date hereof, true,
correct and complete copies of the Company’s Articles of Incorporation, as
amended through the date of this Agreement (the “Articles of Incorporation”),
and bylaws as amended through the date of this Agreement.

     

    (b)           Company’s
Subsidiaries. The Company has Previously Disclosed a true, complete and
correct list of all of its subsidiaries as of the date of this Agreement
(individually, a “Company
Subsidiary” and, collectively, the “Company Subsidiaries”), and
all shares of the outstanding capital stock of each of the Company Subsidiaries
are owned directly or indirectly by the Company. No equity security of any
Company Subsidiary is or may be required to be issued by reason of any option,
warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or
commitment of any character whatsoever relating to, or security or right
convertible into, shares of any capital stock of such Company Subsidiary, and
there are no contracts, commitments, understandings or arrangements by which any
Company Subsidiary is bound to issue additional shares of its capital stock, or
any option, warrant or right to purchase or acquire any additional shares of its
capital stock. All of the issued and outstanding shares of capital stock (or
equivalent interests of entities other than corporations) of each of the Company
Subsidiaries are duly authorized and validly issued, fully paid and
nonassessable and are owned, directly or indirectly, by the Company free and
clear of any lien, adverse right or claim, charge, option, pledge, covenant,
title defect, security interest or other encumbrances of any kind (“Liens”) with respect thereto.
Neither the Company nor any of the Company Subsidiaries is a party to any right
of first refusal, right of first offer, proxy, voting agreement, voting trust,
registration rights agreement, or shareholders agreement with respect to the
sale or voting of any securities of any Company Subsidiary. Each Company
Subsidiary is an entity duly organized, validly existing, duly qualified to do
business and in good standing under the laws of its jurisdiction of
organization, and has corporate or other appropriate organizational power and
authority to own or lease its properties and assets and to carry on its business
as it is now being conducted, except as would not reasonably be expected to have
a Material Adverse Effect on the Company. Except in respect of the Company
Subsidiaries, the Company does not own beneficially, directly or indirectly,
more than 5% of any class of equity securities or similar interests of any
corporation, bank, business trust, association or similar organization, and is
not, directly or indirectly, a partner in any partnership or party to any joint
venture. The Company Bank is duly organized and validly existing as an Oregon
state-chartered commercial bank and its deposit accounts are insured by the
Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent
permitted by the Federal Deposit Insurance Act and the rules and regulations of
the FDIC thereunder, and all premiums and assessments required to be paid in
connection therewith have been paid when due. The Company has furnished or made
available to the Investor, prior to the date hereof, true, correct and complete
copies of the charter and bylaws of the Company Bank as amended through the date
of this Agreement.

     

    
      
         


      

      
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    (c)           Capitalization.

     

    (1)           As
of the date hereof, the authorized capital stock of the Company consists of
45,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, no
par value (the “Company
Preferred Stock”). As of the date hereof, there are 28,538,399 shares of
Common Stock outstanding and no shares of Company Preferred Stock outstanding.
From the date of this Agreement through the Closing Date, except pursuant to the
Transaction Documents and the transactions contemplated hereby and thereby, the
Company shall not have (i) issued or authorized the issuance of any shares
of Common Stock or Company Preferred Stock, or any securities convertible into
or exchangeable or exercisable for shares of Common Stock or Company Preferred
Stock (other than shares issued upon the exercise of Company Stock Options
outstanding on the date of this Agreement and disclosed in the Company's
Disclosure Schedule), (ii) reserved for issuance any shares of Common Stock
or Company Preferred Stock or (iii) repurchased or redeemed, or authorized
the repurchase or redemption of, any shares of Common Stock or Company Preferred
Stock or any securities convertible into or exchangeable or exercisable for
shares of Common Stock or Company Preferred Stock. As of the date hereof, there
are (i) outstanding stock options issued under the Company’s 1994 Incentive
Stock Option Plan, as amended prior to the date hereof and as filed as exhibits
10.1 and 10.2 to the Company’s Annual Report on Form 10-K/A for the year ended
December 31, 2009 (the “Company 10-K”), Deferred
Compensation Plans as filed as exhibit 10.3 to the Company 10-K, 2002 Equity
Incentive Plan, as filed as exhibit 10.4 to the Company 10-K, and 2008
Performance Incentive Plan (together, the “Company Stock Option Plans”)
to purchase an aggregate of 1,564,969 shares of the Common Stock (each, a “Company Stock Option”),
(ii) an aggregate of 476,840 shares of restricted stock and 11,811
restricted stock units (“Company Restricted Stock”)
outstanding under the Company Stock Option Plans and (iii) 414,630 shares of the
Common Stock reserved for issuance under the Company Stock Option Plans. Other
than in respect of awards outstanding under or pursuant to the Company Stock
Option Plans, no shares of Common Stock or Company Preferred Stock are reserved
for issuance. All of the issued and outstanding shares of Common Stock have been
duly authorized and validly issued and are fully paid, nonassessable and free of
preemptive rights, with no personal liability attaching to the ownership
thereof. Each Company Stock Option (i) was granted in compliance with all
applicable laws and all of the terms and conditions of the Company Stock Option
Plans pursuant to which it was issued, (ii) has an exercise price per share of
Common Stock equal to or greater than the fair market value of a share of Common
Stock on the date of such grant and (iii) has a grant date identical to the date
on which the board of directors of the Company (the “Board of Directors”) or
compensation committee of the Board of Directors actually awarded such Company
Stock Option. Neither the Company nor any of its officers, directors, or
employees is a party to any right of first refusal, right of first offer, proxy,
voting agreement, voting trust, registration rights agreement, or shareholders
agreement with respect to the sale or voting of any securities of the Company.
No bonds, debentures, notes or other indebtedness having the right to vote on
any matters on which the shareholders of the Company may vote (“Voting Debt”) are issued and
outstanding. Except as set forth elsewhere in this Section 2.2(c), the
Company does not have and is not bound by any outstanding subscriptions,
options, warrants, calls, repurchase rights, commitments, or agreements of any
character calling for the purchase or issuance of, or securities or rights
convertible into or exchangeable or exercisable for, any shares of Common Stock
or Company Preferred Stock or any other equity securities of the Company or
Voting Debt or any securities representing the right to purchase or otherwise
receive any shares of capital stock of the Company (including any rights plan or
agreement). The Company has Previously Disclosed all shares of Company capital
stock that have been purchased, redeemed or otherwise acquired, directly or
indirectly, by the Company or any Company Subsidiary since December 31, 2009 and
all dividends or other distributions that have been declared, set aside, made or
paid to the shareholders of the Company since that date.

     

    
      
         


      

      
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    (2)           Section
2.2(c)(2) of the Company’s Disclosure Schedule sets forth the following
information with respect to each Company Stock Option and share of Company
Restricted Stock, which is true and correct as of the date of this Agreement:
(i) the name of each holder of Company Stock Options and Company Restricted
Stock, (ii) the number of shares of Common Stock subject to such Company Stock
Option and the number of shares of Company Restricted Stock, and, as applicable,
the grant date, exercise price, number of shares vested or not otherwise subject
to repurchase rights, reacquisition rights or other applicable restrictions,
vesting schedule, and the Company Stock Option Plan under which such Company
Stock Options or shares of Company Restricted Stock were granted, and (iii)
whether, in the case of a Company Stock Option, such Company Stock Option is an
Incentive Stock Option (within the meaning of the Code). The Company has made
available to the Investors copies of each form of stock option and restrictive
stock agreements evidencing outstanding Company Stock Options and has also
delivered any other stock option and restricted stock agreements to the extent
there are variations from the form of agreement, specifically identifying the
holder(s) to whom such variant forms apply.

     

    
      
         


      

      
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    (d)           Authorization.

     

    (1)           The
Company has the corporate power and authority to enter into and deliver this
Agreement, the Other Securities Purchase Agreements and the Registration Rights
Agreement and, subject to obtaining the Shareholder Approvals (defined below),
to carry out its obligations hereunder and thereunder. The execution, delivery
and performance of this Agreement, the Other Securities Purchase Agreements and
the Registration Rights Agreement by the Company and the consummation of the
transactions contemplated hereby and thereby, including the issuance of Common
Stock in accordance with the terms of this Agreement and the increase in the
authorized shares of the Company, have been duly authorized by the affirmative
vote of at least a majority of the directors on the Board of Directors. This
Agreement and the Other Securities Purchase Agreements have been, and the
Registration Rights Agreement will be, duly and validly executed and delivered
by the Company and, assuming due authorization, execution and delivery of this
Agreement and the Registration Rights Agreement by the Investor and of the Other
Securities Purchase Agreements by the other parties thereto, are or will be, as
applicable, valid and binding obligations of the Company enforceable against the
Company in accordance with their respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, moratorium, reorganizations,
fraudulent transfer or similar laws relating to or affecting creditors generally
or by general equitable principles (whether applied in equity or at law). No
other corporate proceedings or approvals or authorizations by the Company or the
Company shareholders are necessary for the execution and delivery by the Company
of this Agreement, the Other Securities Purchase Agreements and the Registration
Rights Agreement, the performance by the Company of its obligations hereunder
and thereunder or the consummation by the Company of the transactions
contemplated hereby and thereby, subject to receipt of the Shareholder
Approvals. The only
vote of the shareholders of the Company required to approve (i) the amendment of
the Articles of Incorporation to increase the number of authorized shares of
Common Stock to at least such number as shall be sufficient to permit the
issuance of Common Stock contemplated in this Agreement and the Other Securities
Purchase Agreements is that more votes are cast for such proposal than are cast
against such proposal and (ii) the issuance of such authorized shares of Common
Stock for purposes of rule 5635 of NASDAQ’s listing rules is a majority of the
votes cast on such proposal (such shareholder approvals to amend the
Articles of Incorporation, and to issue the Common Stock, the “Shareholder Approvals”). The
Board of Directors has resolved that the transactions contemplated hereby and by
the Other Securities Purchase Agreements are in the best interests of
shareholders of the Company and has determined unanimously to recommend to the
shareholders the approval of the actions with respect to the Shareholder
Approvals.

     

    (2)           Neither
the execution, delivery and performance by the Company of this Agreement, the
Other Securities Purchase Agreements or the Registration Rights Agreement, nor
the consummation of the transactions contemplated hereby and thereby, nor
compliance by the Company with any of the provisions of any of the foregoing,
will (i) violate, conflict with, or result in a breach of any provision of,
or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, or
result in the loss of any benefit or creation of any right on the part of any
third party under, or accelerate the performance required by, or result in a
right of termination or acceleration of, or result in the creation of, any Lien,
upon any of the properties or assets of the Company or any Company Subsidiary
under any of the terms, conditions or provisions of (A) subject to the
receipt of the Shareholder Approvals, its Articles of Incorporation or bylaws
(or similar governing documents) or (B) any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or other instrument or
obligation to which the Company or any Company Subsidiary is a party or by which
it may be bound, or to which the Company or any Company Subsidiary or any of the
properties or assets of the Company or any Company Subsidiary may be subject, or
(ii) subject to compliance with the statutes and regulations referred to in
the next paragraph, violate any ordinance, permit, concession, grant, franchise,
law, statute, rule or regulation or any judgment, ruling, order, writ,
injunction or decree applicable to the Company or any Company Subsidiary or any
of their respective properties or assets, except in the case of clauses (i)(B)
and (ii) for such violations, conflicts and breaches that are not material,
individually or in the aggregate.

     

    
      
         


      

      
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    (3)           Other
than the securities or blue sky laws of the various states and the filings,
notices, approvals or clearances required under federal or state banking laws,
no notice to, registration, declaration or filing with, exemption or review by,
or authorization, order, consent or approval of, any Governmental Entity, or
expiration or termination of any statutory waiting period, is necessary for the
execution and delivery of this Agreement or the consummation by the Company of
the transactions contemplated by this Agreement, the Other Securities Purchase
Agreements or the Registration Rights Agreement.

     

    (e)           Knowledge as to
Conditions. As of the date of this Agreement, the Company knows of no
reason why any regulatory approvals and, to the extent necessary, any other
approvals, authorizations, filings, registrations, and notices required or
otherwise a condition to the consummation of the transactions contemplated by
the Transaction Documents will not be obtained.

     

    (f)           Financial Statements.
The Company has previously made available to the Investor copies of (i) the
consolidated balance sheets of the Company as of December 31, 2009 and 2008 and
related consolidated statements of income, shareholders’ equity and cash flows
for the three years ended December 31, 2009, together with the notes
thereto, certified by Delap LLP and included in the Company 10-K, as filed with
the SEC, and (ii) the unaudited consolidated balance sheets of the Company as of
September 30, 2010 and related consolidated statements of income, shareholders’
equity and cash flows for the period then ended, included in the Company’s
Quarterly Report on Form 10-Q for the period ended September 30, 2010
(collectively, the “Company
Financial Statements”). The Company Financial Statements, and the
financial statements to be filed by the Company with the SEC after the date of
this Agreement, (1) have been or will be prepared from, and are or will be in
accordance with, the books and records of the Company and the Company
Subsidiaries, (2) complied or will comply, as of their respective date of filing
with the SEC, in all material respects with applicable accounting requirements
and with the published rules and regulations of the SEC with respect thereto,
(3) have been or will be prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) applied on a
consistent basis and (4) present or will present fairly in all material respects
the consolidated financial position of the Company and the Company Subsidiaries
at the dates set forth therein and the consolidated results of operations,
changes in shareholders’ equity and cash flows of the Company and the Company
Subsidiaries for the periods stated therein (subject to the absence of notes and
year-end audit adjustments in the case of interim unaudited
statements).

     

    
      
         


      

      
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    (g)           Reports.

     

    (1)           Since
December 31, 2007, the Company and each Company Subsidiary have filed all
reports, registrations, documents, filings, statements and submissions together
with any required amendments thereto, that it was required to file with any
Governmental Entity (the foregoing, collectively, the “Company Reports”) and have
paid all fees and assessments due and payable in connection therewith. As of
their respective filing dates, the Company Reports complied in all material
respects with all statutes and applicable rules and regulations of the
applicable Governmental Entities, as the case may be. As of the date of this
Agreement, except as set forth in Section 2.2(g) of the Disclosure Schedule,
there are no outstanding comments from the SEC or any other Governmental Entity
with respect to any Company Report. Except as set forth in Section 2.2(g) of the
Disclosure Schedule, the Company Reports, including the documents incorporated
by reference in each of them, each contained all of the information required to
be included in it and, when it was filed and as of the date of each such Company
Report filed with or furnished to the SEC, such Company Report did not, as of
its date or if amended prior to the date of this Agreement, as of the date of
such amendment, contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements made in it not
misleading and complied as to form in all material respects with the applicable
requirements of the Securities Act of 1933, as amended, or any successor statute
(the “Securities Act”),
and the Securities Exchange Act of 1934, as amended, or any successor statute
(the “Exchange Act”).
No executive officer of the Company has failed in any respect to make the
certifications required of him or her under Section 302 or 906 of the
Sarbanes-Oxley Act of 2002. There are no facts or circumstances that would
prevent its chief executive officer and chief financial officer from giving the
certifications and attestations required pursuant to Rules 13a-14 and 15d-14
under the Exchange Act, without qualification, when next due.

     

    (2)           The
records, systems, controls, data and information of the Company and the Company
Subsidiaries are recorded, stored, maintained and operated under means
(including any electronic, mechanical or photographic process, whether
computerized or not) that are under the exclusive ownership and direct control
of the Company or the Company Subsidiaries or accountants (including all means
of access thereto and therefrom). The Company (A) has implemented and
maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of
the Exchange Act) to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to the chief executive
officer and the chief financial officer of the Company by others within those
entities, and (B) has disclosed, based on its most recent evaluation prior
to the date of this Agreement, to the Company’s outside auditors and the audit
committee of the Board of Directors (x) any significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are
reasonably likely to adversely affect the Company’s ability to record, process,
summarize, and report financial information, and (y) any fraud, whether or
not material, that involves management or other employees who have a significant
role in the Company’s internal controls over financial reporting. The Company
has no knowledge of any reason that its outside auditors and its chief executive
officer and chief financial officer will not be able to give the certifications
and attestations required pursuant to the rules and regulations adopted pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, without qualification,
when next due. Since December 31, 2006, (i) neither the Company nor any Company
Subsidiary nor, to the knowledge of the Company, any director, officer,
employee, auditor, accountant or representative of the Company or any Company
Subsidiary has received or otherwise had or obtained knowledge of any material
complaint, allegation, assertion or claim, whether written or oral, regarding
the accounting or auditing practices, procedures, methodologies or methods of
the Company or any Company Subsidiary or their respective internal accounting
controls, including any material complaint, allegation, assertion or claim that
the Company or any Company Subsidiary has engaged in questionable accounting or
auditing practices, and (ii) no attorney representing the Company or any Company
Subsidiary, whether or not employed by the Company or any Company Subsidiary,
has reported evidence of a violation of securities laws, breach of fiduciary
duty or similar violation by the Company or any of the Company Subsidiaries or
any of their respective officers, directors, employees or agents to the Board of
Directors or any committee thereof or to any director or officer of the Company
or any of the Company Subsidiaries.

     

    
      
         


      

      
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    (h)           Properties and
Leases. Except for any Permitted Liens, the Company and each Company
Subsidiary have good title free and clear of any Liens to all the real and
personal property reflected in the Company’s consolidated balance sheet as of
December 31, 2009 included in the Company 10-K for the period then ended, and
all real and personal property acquired since such date, except such real and
personal property as has been disposed of in the ordinary course of business.
For purposes of this Agreement, “Permitted Liens” means (i)
Liens for taxes and other governmental charges and assessments arising in the
ordinary course which are not yet due and payable, (ii) Liens of landlords and
Liens of carriers, warehousemen, mechanics and materialmen and other like Liens
arising in the ordinary course of business for sums not yet due and payable, and
(iii) other Liens or imperfections on property which are not material in amount
or do not materially detract from the value of or materially impair the existing
use of the property affected by such Lien or imperfection. Except as would not
be expected to have a Material Adverse Effect, all leases of real property and
all other leases pursuant to which the Company or such Company Subsidiary, as
lessee, leases real or personal property are valid and effective in accordance
with their respective terms and there is not, under any such lease, any existing
default by the Company or such Company Subsidiary or any event which, with
notice or lapse of time or both, would constitute such a default.

     

    
      
         


      

      
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    (i)           Taxes.

     

    (1)           Each
of the Company and the Company Subsidiaries has filed all federal, state,
county, local and foreign material Tax Returns required to be filed by it and
all such Tax Returns are accurate and complete in all material respects, and
paid all Taxes owed by it and no Taxes owed by it or assessments received by it
are delinquent. The federal income Tax Returns of the Company and the Company
Subsidiaries for the fiscal year ended December 31, 2007, and for all fiscal
years prior thereto, are for the purposes of audit by the Internal Revenue
Service (the “IRS”)
closed because of the expiration of the statutory period of limitations, and no
claims for additional Taxes for such fiscal years are pending. Neither the
Company nor any Company Subsidiary has waived any statute of limitations with
respect to Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency, in each case that is still in effect, or has pending a
request for any such extension or waiver. Neither the Company nor any Company
Subsidiary is a party to any pending action or proceeding, nor to the Company’s
knowledge, is any such action or proceeding threatened by any Governmental
Entity, for the assessment or collection of Taxes, interest, penalties,
assessments or deficiencies and no material deficiencies have been proposed by
any federal, state, local or foreign taxing authority in connection with an
audit or examination of the Tax Returns, business or properties of the Company
or any Company Subsidiary which has not been settled, resolved and fully
satisfied, or for which reserves adequate in accordance with GAAP have not been
provided. Each of the Company and the Company Subsidiaries has withheld and paid
all Taxes that it is required to withhold from amounts owing to employees,
creditors or other third parties. Neither the Company nor any Company Subsidiary
is a party to, is bound by or has any obligation under, any material Tax sharing
or material Tax indemnity agreement or similar contract or arrangement other
than any contract or agreement between or among the Company and any Company
Subsidiary. Neither the Company nor any Company Subsidiary has participated in
any “reportable transaction” within the meaning of Treasury Regulations
Section 1.6011-4, or any other transaction requiring disclosure under
analogous provisions of state, local or foreign law. Neither the Company nor any
Company Subsidiary has liability for the Taxes of any person other than the
Company or any Company Subsidiary under Treasury Regulations
Section 1.1502-6 (or any similar provision of state, local or foreign law).
Neither the Company nor any Company Subsidiary has been a “distributing
corporation” or a “controlled corporation” in any distribution in which the
parties to such distribution treated the distribution as one to which
Section 355 of the Code is applicable. The Company has not been a
United States real property holding corporation within the meaning of Section
897 of the Code during the applicable period specified in Section
897(c)(1)(A)(ii) of the Code. For the purpose of this Agreement, the term
“Tax” (including, with
correlative meaning, the term “Taxes”) shall mean any and
all domestic or foreign, federal, state, local or other taxes of any kind
(together with any and all interest, penalties, additions to tax and additional
amounts imposed with respect thereto) imposed by any Governmental Entity,
including taxes on or with respect to income, franchises, windfall or other
profits, gross receipts, property, sales, use, capital stock, payroll,
employment, unemployment, social security, workers’ compensation or net worth,
and taxes in the nature of excise, withholding, ad valorem or value added or
similar taxes, and the term “Tax Return” means any return,
report, information return or other document (including any related or
supporting information, and attachments and exhibits) required to be filed with
respect to Taxes, including, without limitation, all information returns
relating to Taxes of third parties, any claims for refunds of Taxes and any
amendment or supplements to any of the foregoing.

     

    (j)           Absence of Certain
Changes. Since December 31, 2009, the Company has not, and no Company
Subsidiary has, made or declared any distribution or dividend in cash or in kind
to its shareholders or issued or repurchased any shares of its capital stock or
other equity interests. Since December 31, 2009, the business and operations of
the Company and the Company Subsidiaries have been conducted in the ordinary
course of business consistent with past practice, and there has not
been:

     

    
      
         


      

      
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    (1)           except
as Previously Disclosed, any circumstance, occurrence, or development which,
individually or in the aggregate with other circumstances, occurrences, or
developments, has had or is reasonably likely to have a Material Adverse Effect
on the Company;

     

    (2)           any
material damage, destruction, or other casualty loss with respect to any
material asset or property owned, leased, or otherwise used by the Company or
any Company Subsidiary, whether or not covered by insurance; or

     

    (3)           any
change in any method of accounting or accounting policies by the
Company.

     

    (k)           Commitments and
Contracts. The Company has Previously Disclosed or provided to the
Investor or its representatives, prior to the date hereof, true, correct, and
complete copies of each of the following to which the Company or any Company
Subsidiary is a party or subject (whether written or oral, express or implied)
(each, a “Company Significant
Agreement”):

     

    (1)           any
labor contract or agreement with any labor union;

     

    (2)           any
contract or agreement which grants any person a right of first refusal, right of
first offer or similar right with respect to any material properties, assets or
businesses of the Company or the Company Subsidiaries;

     

    (3)           any
contract containing covenants that limit the ability of the Company or any
Company Subsidiary to compete in any line of business or with any person or
which involve any restriction of the geographical area in which, or method by
which or with whom, the Company or any Company Subsidiary may carry on its
business (other than as may be required by law or applicable regulatory
authorities); and any contract that could require the disposition of any
material assets or line of business of the Company or any Company
Subsidiary;

     

    (4)           any
joint venture, partnership, strategic alliance, or other similar contract
(including any franchising agreement, but in any event, excluding introducing
broker agreements); and any contract relating to the acquisition or disposition
of any material business or material assets (whether by merger, sale of stock or
assets, or otherwise), which acquisition or disposition is not yet complete or
where such contract contains continuing material obligations or contains
continuing indemnity obligations of the Company or any of the Company
Subsidiaries;

     

    (5)           any
real property lease and any other lease with annual rental payments aggregating
$1,000,000 or more;

     

    (6)           other
than with respect to loans, any contract providing for, or reasonably likely to
result in, the receipt or expenditure of more than $1,000,000 on an annual
basis, including the payment or receipt of royalties or other amounts calculated
based upon revenues or income;

     

    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

    (7)           any
contract or arrangement under which the Company or any of the Company
Subsidiaries is licensed or otherwise permitted by a third party to use any
Intellectual Property that is material to its business (except for any
“shrinkwrap” or “click through” license agreements or other agreements for
software that is generally available to the public and has not been customized
for the Company or the Company Subsidiaries) or under which a third party is
licensed or otherwise permitted to use any Intellectual Property owned by the
Company or any of the Company Subsidiaries;

     

    (8)           any
contract that by its terms limits the payment of dividends or other
distributions by the Company or any Company Subsidiary;

     

    (9)           any
standstill or similar agreement pursuant to which the Company or any Company
Subsidiary has agreed not to acquire assets or securities of another
person;

     

    (10)         any
contract that would prevent, delay or impede the Company’s ability to consummate
the transactions contemplated by this Agreement and the Other Securities
Purchase Agreements;

     

    (11)         any
contract providing for indemnification by the Company or any Company Subsidiary
of any person, except for immaterial contracts entered into in the ordinary
course of business consistent with past practice;

     

    (12)         other
than contracts relating to the ordinary course management of credit extensions
and contracts relating to Other Real Estate Owned, any contract that contains a
put, call, or similar right pursuant to which the Company or any Company
Subsidiary could be required to purchase or sell, as applicable, any equity
interests or assets that have a fair market value or purchase price of more than
$250,000;

     

    (13)         any
material employment contract or understanding (including any understandings or
obligations with respect to severance or termination pay, liabilities or fringe
benefits) with any present or former director, officer, employee or
consultant;

     

    (14)         any
material plan, contract or understanding providing for any bonus, pension,
option, deferred compensation, retirement payment, profit sharing or similar
arrangement with respect to any present or former director, officer, employee or
consultant;

     

    (15)         any
contract with any Governmental Entity that imposes any material obligation or
restriction on the Company or the Company Subsidiaries;

     

    (16)         any
contract relating to indebtedness for borrowed money, letters of credit, capital
lease obligations, obligations secured by a Lien or interest rate or currency
hedging agreements (including guarantees in respect of any of the foregoing, but
in any event excluding trade payables, securities transactions and brokerage
agreements arising in the ordinary course of business consistent with past
practice, intercompany indebtedness and immaterial leases for office equipment)
in excess of $1,000,000, except for those issued in the ordinary course of
business; and

     

    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

     

    (17)         any
other contract or agreement which is a “material contract” within the meaning of
Item 601(b)(10) of Regulation S-K.

     

    Each of
the Company Significant Agreements is valid and binding on the Company and the
Company Subsidiaries, as applicable, and in full force and effect. The Company
and each of the Company Subsidiaries, as applicable, are in compliance in all
material respects with and have performed in all material respects all
obligations required to be performed by them to date under each Company
Significant Agreement. Neither the Company nor any of the Company Subsidiaries
knows of, or has received notice of, any violation or default (or any condition
which with the passage of time or the giving of notice would cause such a
violation of or a default) by any party under any Company Significant Agreement.
Consummation of the transactions contemplated by this Agreement will not place
the Company or any of the Company Subsidiaries in breach or default of any
Company Significant Agreement, or trigger any modification, termination or
acceleration thereunder. Other than as contemplated by the Other Securities
Purchase Agreements, there are no transactions or series of related
transactions, agreements, arrangements or understandings, nor are there any
currently proposed transactions, or series of related transactions between the
Company or any Company Subsidiaries, on the one hand, and the Company, any
current or former director or executive officer of the Company or any Company
Subsidiaries or any person who Beneficially Owns 5% or more of the Common Shares
(or any of such person’s immediate family members or Affiliates) (other than
Company Subsidiaries), on the other hand.

     

    (l)        
   Offering of
Securities. Neither the Company nor any person acting on its behalf has
taken any action (including, any offering of any securities of the Company under
circumstances which would require the integration of such offering with the
offering of any of the Common Stock to be issued pursuant to this Agreement or
any other Transaction Document under the Securities Act and the rules and
regulations of the SEC promulgated thereunder) which would subject the offering,
issuance, or sale of any of such Common Stock to be issued to the registration
requirements of the Securities Act.

     

    (m)         Litigation and Other
Proceedings; No Undisclosed Liabilities.

     

    (1)           There
is no pending or, to the knowledge of the Company, threatened, claim, action,
suit, arbitration, mediation, demand, hearing, investigation or proceeding
against the Company or any Company Subsidiary that (A) involves a claim that is
or that could be, if adversely determined, for damages in excess of $100,000, or
(B) individually or in the aggregate, has prevented or materially impaired, or
would reasonably be expected to prevent or materially impair, the ability of the
Company to consummate the transactions contemplated hereby. Neither the Company
nor any Company Subsidiary is subject to any injunction, order, judgment or
decree, nor are there any proceedings with respect to the foregoing pending, or
to the knowledge of the Company, threatened.

     

    (2)           Neither
the Company nor any of the Company Subsidiaries has any liabilities or
obligations of any nature (absolute, accrued, contingent, or otherwise) which
are not appropriately reflected or reserved against in the financial statements
described in Section 2.2(f) to the extent required to be so reflected or
reserved against in accordance with GAAP, except for liabilities that have
arisen since September 30, 2010 in the ordinary course of business consistent
with past practice.

     

    
      
         


      

      
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    (n)          Compliance with Laws and
Other Matters; Insurance. Except as Previously Disclosed, the Company and
each Company Subsidiary:

     

    (1)           in
the conduct of its business is in compliance in all material respects with all,
and the condition and use of its properties does not violate or infringe in any
material respect any, applicable domestic (federal, state or local) or foreign
laws, statutes, ordinances, licenses, rules, regulations, judgments, demands,
writs, injunctions, orders or decrees applicable thereto or to employees
conducting its business, including the Troubled Asset Relief Program, the
Sarbanes-Oxley Act of 2002, the Equal Credit Opportunity Act, the Fair Housing
Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, all other applicable
fair lending laws or other laws relating to discrimination and the Bank Secrecy
Act and as of the date hereof, the Company Bank has a Community Reinvestment Act
rating of “satisfactory” or better;

     

    (2)           has
all material permits, licenses, franchises, authorizations, orders, and
approvals of, and has made all filings, applications, and registrations with,
Governmental Entities that are required in order to permit it to own or lease
its properties and assets and to carry on its business as presently conducted;
all such permits, licenses, certificates of authority, orders and approvals are
in full force and effect, and all such filings, applications and registrations
are current, and, to the knowledge of the Company, no suspension or cancellation
of any of them is threatened;

     

    (3)           currently
is complying in all material respects with and, to the knowledge of the Company,
is not under investigation with respect to, nor has been threatened by any
Governmental Entity to be charged with or given notice of any material violation
of, all applicable federal, state, local and foreign laws, regulations, rules,
judgments, injunctions or decrees;

     

    (4)           has,
except for statutory or regulatory restrictions of general application, not been
placed under any restriction by a Governmental Entity on its business or
properties, and except for routine examinations by applicable Governmental
Entities, received no notification or communication from any Governmental Entity
that an investigation by any Governmental Entity with respect to the Company or
any of the Company Subsidiaries is pending or threatened;

     

    (5)           has
not, since January 1, 2007, nor has any other person on behalf of the Company or
any Company Subsidiary that qualifies as a “financial institution” under the
U.S. Anti-Money Laundering laws, knowingly acted, by itself or in conjunction
with another, in any act in connection with the concealment of any currency,
securities or other proprietary interest that is the result of a felony as
defined in the U.S. Anti-Money Laundering laws (“Unlawful Gains”), nor
knowingly accepted, transported, stored, dealt in or brokered any sale, purchase
or any transaction of other nature for Unlawful Gains;

     

    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    (6)           to
the extent it qualifies as a “financial institution” under the U.S. Anti-Money
Laundering laws, has implemented such anti-money laundering mechanisms and kept
and filed all reports and other necessary documents as required by, and
otherwise complied with, the U.S. Anti-Money Laundering laws and the rules and
regulations thereunder; and

     

    (7)           is
presently insured, and during each of the past two calendar years (or during
such lesser period of time as the Company has owned such Company Subsidiary) has
been insured, for reasonable amounts with, to the knowledge of the Company,
financially sound and reputable insurance companies against such risks as
companies engaged in a similar business would, in accordance with industry
practice, customarily be insured.

     

    (o)           Labor. Employees of
the Company and the Company Subsidiaries are not and have never been represented
by any labor union nor are any collective bargaining agreements otherwise in
effect with respect to such employees. No labor organization or group of
employees of the Company or any Company Subsidiary has made a pending demand for
recognition or certification, and there are no representation or certification
proceedings or petitions seeking a representation proceeding presently pending
or, to the Company’s knowledge, threatened to be brought or filed with the
National Labor Relations Board or any other labor relations tribunal or
authority, nor have there been in the last three years. There are no organizing
activities, strikes, work stoppages, slowdowns, lockouts, arbitrations or
grievances, or other labor disputes pending or, to the knowledge of the Company,
threatened against or involving the Company or any Company Subsidiary, nor have
there been in the last three years. Each of the Company and the Company
Subsidiaries are in compliance in all material respects with all applicable laws
respecting employment and employment practices, terms and conditions of
employment, and wages and hours.

     

    (p)          Company Benefit
Plans.

     

    (1)           “Benefit Plan” means all
employment agreements, employee benefit and compensation plans, programs,
agreements, contracts, policies, practices, or other arrangements providing
compensation or benefits to any current or former employee, officer, director or
consultant of the Company or any Company Subsidiary or any beneficiary or
dependent thereof that is sponsored or maintained by the Company or any Company
Subsidiary or to which the Company or any Company Subsidiary contributes or is
obligated to contribute or is party, whether or not written, including without
limitation any “employee welfare benefit plan” within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), any
“employee pension benefit plan” within the meaning of Section 3(2) of ERISA
(whether or not such plan is subject to ERISA) and any bonus, incentive,
deferred compensation, vacation, stock purchase, stock appreciation right, stock
option or equity award, equity-based severance, employment, change of control,
consulting or fringe benefit plan, program, agreement or policy. Each Benefit
Plan is listed on Section 2.2(p)(1) of the Company’s Disclosure Schedule.
True and complete copies of all Benefit Plans listed on Section 2.2(p)(1)
of the Company’s Disclosure Schedule have been made available to the Investor
prior to the date hereof or have been filed with a Company Report.

     

    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

    (2)           With
respect to each Benefit Plan, (A) the Company and the Company Subsidiaries have
complied, and are now in compliance with the applicable provisions of ERISA, and
the Internal Revenue Code of 1986, as amended (the “Code”) and all other laws and
regulations applicable to such Benefit Plan and (B) each Benefit Plan has been
administered in accordance with its terms. None of the Company or the Company
Subsidiaries nor any of their respective ERISA Affiliates has incurred any
withdrawal liability as a result of a complete or partial withdrawal from a
multiemployer plan, as those terms are defined in Part I of Subtitle E of Title
IV of ERISA, that has not been satisfied in full. “ERISA Affiliate” means any
entity, trade or business, whether or not incorporated, which together with the
Company and the Company Subsidiaries, would be deemed a “single employer” within
the meaning of Section 4001 of ERISA or Sections 414(b), (c), (m) or
(o) of the Code.

     

    (3)           Each
Benefit Plan which is subject to ERISA (an “ERISA Plan”) that is an
“employee pension benefit plan” within the meaning of Section 3(2) of ERISA
(“Pension Plan”) and
that is intended to be qualified under Section 401(a) of the Code is so
qualified, has received a favorable determination letter from the IRS and
nothing has occurred, whether by action or failure to act, that could likely
result in revocation of any such favorable determination or opinion letter or
the loss of the qualification of such Benefit Plan under Section 401(a) of
the Code. Neither the Company nor any Company Subsidiary has engaged in a
transaction with respect to any ERISA Plan that, assuming the taxable period of
such transaction expired as of the date hereof, could subject the Company or any
Company Subsidiary to a tax or penalty imposed by either Section 4975 of
the Code or Section 502(i) of ERISA. Neither the Company nor any Company
Subsidiary has incurred or reasonably expects to incur a material tax or penalty
imposed by Section 4980F of the Code or Section 502 of ERISA.

     

    (4)           Neither
the Company, any Company Subsidiary nor any ERISA Affiliate (x) sponsors,
maintains or contributes to or has within the past six years sponsored,
maintained or contributed to a Pension Plan that is subject to Subtitles C or D
of Title IV of ERISA or (y) sponsors, maintains or has any liability with
respect to or an obligation to contribute to or has within the past six years
sponsored, maintained, had any liability with respect to, or had an obligation
to contribute to a “multiemployer plan” within the meaning of Section 3(37)
of ERISA.

     

    (5)           None
of the execution and delivery of this Agreement, the issuance of Common Stock,
nor the Shareholder Approvals or consummation of the transactions contemplated
hereby or by the Other Securities Purchase Agreements, will, whether alone or in
connection with another event, (i) constitute a “change in control” or “change
of control” within the meaning of any Benefit Plan or result in any material
payment or benefit (including without limitation severance, unemployment
compensation, “excess parachute payment” (within the meaning of
Section 280G of the Code), forgiveness of indebtedness or otherwise)
becoming due to any current or former employee, officer, director or consultant
of the Company or any Company Subsidiary from the Company or any Company
Subsidiary under any Benefit Plan or any other agreement with any employee,
including, for the avoidance of doubt, any employment or change in control
agreements, (ii) result in payments under any of the Benefit Plans which would
not be deductible under Section 162(m) or Section 280G of the Code, (iii)
materially increase any compensation or benefits otherwise payable under any
Benefit Plan, (iv) result in any acceleration of the time of payment or vesting
of any such benefits, including, for the avoidance of doubt, the Company Stock
Option Plans, (v) require the funding or increase in the funding of any such
benefits, or (vi) result in any limitation on the right of the Company or any
Company Subsidiary to amend, merge, terminate or receive a reversion of assets
from any Benefit Plan or related trust.

     

    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

    (6)           As
of the date hereof, there is no pending or, to the knowledge of the Company,
threatened, litigation relating to the Benefit Plans. Neither the Company nor
any Company Subsidiary has any obligations for retiree health and life benefits
under any ERISA Plan or collective bargaining agreement, except for health
continuation coverage as required by Section 4980B of the Code or Part 6 of
Title I of ERISA and at no expense to the Company and the Company
Subsidiaries.

     

    (7)           There
are no pending or, to the knowledge of the Company, threatened claims, lawsuits
or arbitrations which have been asserted or instituted against (i) the Benefit
Plans, (ii) any fiduciaries thereof with respect to their duties to the Benefit
Plans, or (iii) the assets of any of the trusts under any of the Benefit
Plans.

     

    (q)           Status of Securities.
Upon receipt of the Shareholder Approvals, the shares of Common Stock to be
issued pursuant to this Agreement and the Other Securities Purchase Agreements
shall have been duly authorized by all necessary corporate action of the
Company. When issued and sold against receipt of the consideration therefor as
provided in this Agreement and the Other Securities Purchase Agreements, such
shares of Common Stock will be validly issued, fully paid and nonassessable, and
will not subject the holders thereof to personal liability and will not be
subject to preemptive rights of any other shareholder of the Company, nor will
such issuance result in the violation or triggering of any price-based
antidilution adjustments under any agreement to which the Company or any Company
Subsidiary is a party.

     

    (r)           Investment Company.
Neither the Company nor any of the Company Subsidiaries is an “investment
company” as defined under the Investment Company Act of 1940, as amended, and
neither the Company nor any of the Company Subsidiaries sponsors any person that
is such an investment company.

     

    (s)     
     Risk Management;
Derivatives.

     

    (1)           The
Company and the Company Subsidiaries have in place risk management policies and
procedures sufficient in scope and operation to protect against risks of the
type and in amounts expected to be incurred by persons of similar size and in
similar lines of business as the Company and the Company
Subsidiaries.

     

    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    (2)           All
derivative instruments, including swaps, caps, floors and option agreements,
whether entered into for the Company’s own account, or for the account of one or
more of the Company Subsidiaries or their customers, were entered into
(i) only for purposes of mitigating identified risk and in the ordinary
course of business, (ii) in accordance with prudent practices and in
material compliance with all applicable laws, rules, regulations and regulatory
policies, and (iii) with counterparties believed by the Company to be
financially responsible at the time; and each of them constitutes the valid and
legally binding obligation of the Company or one of the Company Subsidiaries,
enforceable in accordance with its terms. Neither the Company nor the Company
Subsidiaries, nor, to the knowledge of the Company, any other party thereto, is
in breach of any of its obligations under any such agreement or
arrangement.

     

    (t)           Foreign Corrupt Practices
and International Trade Sanctions. Neither the Company nor any Company
Subsidiary, nor any of their respective directors, officers, agents, employees
or any other persons acting on their behalf (i) has violated the Foreign
Corrupt Practices Act, 15 U.S.C. § 78dd-1 et seq., as amended, or any
other similar applicable foreign, federal, or state legal requirement,
(ii) has made or provided, or caused to be made or provided, directly or
indirectly, any payment or thing of value to a foreign official, foreign
political party, candidate for office or any other person knowing that the
person will pay or offer to pay the foreign official, party or candidate, for
the purpose of influencing a decision, inducing an official to violate their
lawful duty, securing any improper advantage, or inducing a foreign official to
use their influence to affect a governmental decision, (iii) has paid,
accepted or received any unlawful contributions, payments, expenditures or
gifts, (iv) has violated or operated in noncompliance with any export
restrictions, money laundering law, anti-terrorism law or regulation,
anti-boycott regulations or embargo regulations, or (v) is currently
subject to any United States sanctions administered by the Office of Foreign
Assets Control of the United States Treasury Department.

     

    (u)           Environmental
Liability. Except as has not had and would not reasonably be expected to
have a Material Adverse Effect on the Company, the Company and each Company
Subsidiary: (i) are in compliance with all applicable Environmental Laws; (ii)
have not owned or operated any property that has been contaminated with any
Hazardous Substance that could be expected to result in liability for the
Company or any Company Subsidiary pursuant to any Environmental Law; (iii) are
not liable for Hazardous Substance disposal or contamination on any third party
property; (iv) have not received any notice, demand, letter, claim or request
for information in the preceding three years indicating that it may be in
violation of or subject to liability under any Environmental Law; (v) are not
subject to any order, decree, injunction or agreement with any Governmental
Entity or any indemnity or other agreement with any third party relating to
liability under any Environmental Law; (vi) to the Company’s knowledge are not
subject to any circumstances or conditions that could reasonably be expected to
result in any claims, liability, investigations, costs or restrictions on the
ownership, use, or transfer of any property in connection with any Environmental
Law; (vii) have not participated in the management of any borrower or other
third party property, or taken any other actions such that they are reasonably
likely to be deemed an owner or operator of such property for purposes of any
Environmental Law and (viii) have made available to the Investors copies of all
environmental reports, studies, assessments, and memoranda in its possession
relating to the Company or its Subsidiaries or any of their current or former
properties or operations. For purposes of this Agreement, “Environmental Law”
means any law, regulation, order, decree, common law or agency requirement
relating to the protection of the environment or human health and safety and
“Hazardous Substance” means any substance that is regulated pursuant to any
Environmental Law including any waste, petroleum products, asbestos, mold and
lead products.

     

    
      
         


      

      
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    (v)           Anti-Takeover
Provisions. The Company and the Board of Directors has taken all actions
necessary to ensure that the transactions contemplated by the Transaction
Documents, individually or taken as a whole (including the investment
hereunder), are not subject to the provisions of Section 60.835 of the Oregon
Business Corporation Act (the “OBCA”) (including, but not
limited to, the approval of such transactions by the Board of Directors and/or
shareholders as contemplated by Section 60.835 of the OBCA and Article X of the
Articles of Incorporation) or Article X of the Articles of Incorporation and any
other similar provisions of an anti-takeover nature contained in its
organizational documents and the provisions of any federal or state
“anti-takeover,” “fair price,” “moratorium,” “control share,” “supermajority,”
“affiliate transaction,” or “business combination” law, including any provisions
of the Oregon Business Corporation Act (each, a “Takeover Law”). In the case
that any such transactions are subject to such provisions or laws, the Board of
Directors has taken and shall take all necessary action to ensure that such
transactions shall be deemed to be exceptions to such provisions or laws,
including, but not limited to, the approval of such transactions as contemplated
under Section 60.835(1) of the OBCA. The acquisition of the Common Stock
pursuant to any of the Transaction Documents and the consummation of the
transaction contemplated by each of the Transaction Documents is not a “control
share acquisition” or otherwise subject to the provisions of Section 60.801
to Section 60.816 of the Oregon Business Corporation Act.

     

    (w)         Intellectual
Property.

     

    (1)           (i)
The Company and the Company Subsidiaries own (free and clear of any claims,
liens, or encumbrances (including any exclusive licenses or non-exclusive
licenses not granted in the ordinary course of business)) or have a valid
license to use all Intellectual Property used in or necessary to carry on their
business as currently conducted, and (ii) such Intellectual Property referenced
in clause (i) above is valid, subsisting and enforceable, and is not subject to
any outstanding order, judgment, decree or agreement adversely affecting the
Company’s or the Company Subsidiaries’ use of, or rights to, such Intellectual
Property. The Company and the Company Subsidiaries have sufficient rights to use
all Intellectual Property used in their business as presently conducted, all of
which rights shall survive unchanged following the consummation of the
transactions contemplated by this Agreement. The Company has Previously
Disclosed all of the applications and registrations for all Intellectual
Property owned by the Company or a Company Subsidiary, and the Company or a
Company Subsidiary is the sole and exclusive record and beneficial owner
thereof.

     

    (2)           Neither
the Company nor any Company Subsidiary has received any notice of infringement
or misappropriation of, or any conflict with, the rights of others with respect
to any Intellectual Property, and no reasonable basis exists for any such claim.
To the Company’s knowledge, no third party has infringed, misappropriated or
otherwise violated the Intellectual Property rights of the Company or the
Company Subsidiaries. There is no litigation, opposition, cancellation,
proceeding, objection or claim pending, asserted, or, to the Company’s
knowledge, threatened against the Company or any Company Subsidiary concerning
the ownership, validity, registerability, enforceability, infringement or use
of, or licensed right to use, any Intellectual Property. To the knowledge of the
Company, none of the Company or any of the Company Subsidiaries is using or
enforcing any Intellectual Property owned by or licensed to the Company or any
of the Company Subsidiaries in a manner that would be expected to result in the
abandonment, cancellation or unenforceability of such Intellectual Property. The
Company and each of the Company Subsidiaries has taken all reasonable measures
to protect the Intellectual Property owned by or licensed to the Company or any
of the Company Subsidiaries. No current or former Affiliate (other than the
Company Subsidiaries), partner, director, shareholder, officer, or employee of
the Company will, after giving effect to the transactions contemplated hereby,
own or retain any rights to use any of the Intellectual Property owned, used, or
held for use by the Company in the conduct of the business.

     

    
      
         


      

      
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    (3)           The
computers, computer software, firmware, middleware, servers, workstations,
routers, hubs, switches, data communications lines, and all other information
technology equipment, and all associated documentation used in the business of
the Company and the Company Subsidiaries (the “IT Assets”) operate and
perform in all material respects in accordance with their documentation and
functional specifications and otherwise as required in connection with the
conduct of the business of the Company and the Company Subsidiaries. To the
knowledge of the Company, no person has gained unauthorized access to the IT
Assets. The Company and the Company Subsidiaries have implemented reasonable
backup and disaster recovery technology for the IT Assets consistent with
industry practices. The Company and the Company Subsidiaries take reasonable
measures to ensure the confidentiality, privacy and security of customer,
employee and other personally identifiable information, and are in compliance
with all laws and their own policies and procedures in connection therewith, and
to the knowledge of the Company there has been no unauthorized access to or use
of such information. The Company and the Company Subsidiaries have complied with
all internet domain name registration and other requirements of internet domain
registrars concerning internet domain names that are used in the
business.

     

    “Intellectual Property” shall
mean trademarks, service marks, brand names, domain names, certification marks,
trade dress and other indications of origin, the goodwill associated with the
foregoing and registrations in any jurisdiction of, and applications in any
jurisdiction to register, the foregoing, including any extension, modification
or renewal of any such registration or application; inventions, discoveries and
ideas, whether patentable or not, in any jurisdiction; patents, applications for
patents (including divisions, continuations, continuations in part and renewal
applications), and any renewals, extensions or reissues thereof, in any
jurisdiction; nonpublic information, know-how, trade secrets and confidential
information and rights in any jurisdiction to limit the use or disclosure
thereof by any person; writings and other works, whether copyrightable or not,
in any jurisdiction; and registrations or applications for registration of
copyrights in any jurisdiction, and any renewals or extensions thereof; and any
similar intellectual property or proprietary rights.

     

    (x)           Brokers and Finders.
Except for Keefe, Bruyette & Woods, Inc. and Macquarie Capital (USA), Inc.,
the fees of which have been Previously Disclosed, neither the Company nor any
Company Subsidiary nor any of their respective officers, directors or employees
has employed any broker or finder or incurred any liability for any financial
advisory fees, brokerage fees, commissions or finder’s fees, and no broker or
finder has acted directly or indirectly for the Company or any Company
Subsidiary in connection with the Transaction Documents or the transactions
contemplated hereby and thereby.

     

    
      
         


      

      
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    (y)           Agreements with Regulatory
Agencies. Except as Previously Disclosed, neither the Company nor any
Company Subsidiary is subject to any cease-and-desist or other similar order or
enforcement action issued by, or is a party to any written agreement, consent
agreement or memorandum of understanding with, or is a party to any commitment
letter or similar undertaking to, or is subject to any capital directive by, or
since December 31, 2007, has adopted any board resolutions at the request of,
any Governmental Entity that currently restricts the conduct of its business or
that relates to its capital adequacy, its liquidity and funding policies and
practices, its ability to pay dividends, its credit, risk management or
compliance policies, its internal controls, its management, or its operations or
business (each item in this sentence, a “Regulatory Agreement”).
Except as Previously Disclosed, the Company and each Company Subsidiary is in
compliance with each Regulatory Agreement to which it is party or subject.
Neither the Company nor any Company Subsidiary has received any notice from any
Governmental Entity indicating that either the Company or any Company Subsidiary
is not in compliance with any such Regulatory Agreement.

     

    (z)           Loan
Portfolio.

     

    (1)           The
aggregate book value of the Company’s non-performing assets as of September 30,
2010 was $129,535,464.

     

    (2)           Except
as set forth in Schedule 2.2(z) of the Disclosure Schedule, as of the date
hereof, none of the Company or the Company Bank is a party to any written or
oral (i) loan, loan agreement, note or borrowing arrangement (including leases,
credit enhancements, commitments, guarantees and interest-bearing assets)
(collectively, “Loans”), other than any Loan
the unpaid principal balance of which does not exceed $250,000, under the terms
of which the obligor was, as of September 30, 2010, over 90 days delinquent in
payment of principal or interest or in default of any other provision, or (ii)
Loan in excess of $250,000 with any director, executive officer or 5% or greater
shareholder of the Company or any Company Subsidiary, or to the knowledge of the
Company, any person, corporation or enterprise controlling, controlled by or
under common control with any of the foregoing. Section 2.2(z) of the Disclosure
Schedule sets forth (x) all of the Loans in original principal amount in excess
of $250,000 of the Company or the Company Bank that as of September 30, 2010
were classified by the Company or the Company Bank or any regulatory examiner as
“Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,”
“Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,”
“Watch List” or words of similar import, together with the principal amount of
and accrued and unpaid interest on each such Loan as of September 30, 2010 and
the identity of the borrower thereunder, (y) by category of loan (i.e.,
commercial, consumer, etc.), all of the other Loans of the Company and the
Company Subsidiaries that as of September 30, 2010 were classified as such,
together with the aggregate principal amount of and accrued and unpaid interest
on such Loans by category as of September 30, 2010, and (z) each asset of the
Company or the Company Bank that as of September 30, 2010 was classified as
“Other Real Estate Owned” and the book value thereof.

     

    
      
         


      

      
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    (3)           Each
Loan of the Company or any of the Company Subsidiaries in original principal
amount in excess of $10,000 (i) is evidenced by notes, agreements or other
evidences of indebtedness that are true, genuine and what they purport to be,
(ii) to the extent secured, has been secured by valid Liens which have been
perfected and (iii) is the legal, valid and binding obligation of the obligor
named therein, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance and other laws of general applicability
relating to or affecting creditors’ rights and to general equity
principles.

     

    (4)           Except
as set forth in Section 2.2(z) of the Disclosure Schedule, none of the
agreements pursuant to which the Company or any of the Company Subsidiaries has
sold Loans or pools of Loans or participations in Loans or pools of Loans
contains any obligation to repurchase such Loans or interests
therein.

     

    (5)           The
Company and each Company Subsidiary has complied with, and all documentation in
connection with the origination, processing, underwriting and credit approval of
any mortgage loan originated, purchased or serviced by the Company or any
Company Subsidiary satisfied, (A) the Company’s and the Company Bank’s
underwriting standards (and, in the case of Loans held for resale to investors,
the underwriting standards, if any, of the applicable investors); (B) all
applicable federal, state and local laws, rules and regulations with respect to
the origination, insuring, purchase, sale, pooling, servicing, subservicing, or
filing of claims in connection with mortgage loans, including all laws relating
to real estate settlement procedures, consumer credit protection, truth in
lending laws, usury limitations, fair housing, transfers of servicing,
collection practices, equal credit opportunity and adjustable rate mortgages,
(C) the responsibilities and obligations relating to mortgage loans set forth in
any agreement between the Company or any Company Subsidiary and any Agency, Loan
Investor or Insurer, (D) the applicable rules, regulations, guidelines,
handbooks and other requirements of any Agency, Loan Investor or Insurer and (E)
the terms and provisions of any mortgage or other collateral documents and other
loan documents with respect to each mortgage loan.

     

    (6)           Since
December 31, 2006, no Agency, Loan Investor or Insurer has (A) claimed in
writing that the Company or any Company Subsidiary has violated or has not
complied with the applicable underwriting standards with respect to mortgage
loans sold by the Company or any Company Subsidiary to a Loan Investor or
Agency, or with respect to any sale of mortgage servicing rights to a Loan
Investor, (B) imposed in writing restrictions on the activities (including
commitment authority) of the Company or any Company Subsidiary or (C) indicated
in writing to the Company or any Company Subsidiary that it has terminated or
intends to terminate its relationship with the Company or any Company Subsidiary
for poor performance, poor loan quality or concern with respect to the Company’s
or any Company Subsidiary’s compliance with laws.

     

    
      
         


      

      
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    (7)           To
the knowledge of the Company, each Loan included in a pool of Loans originated,
acquired or serviced by the Company or any of the Company Subsidiaries (a “Pool”) meets all eligibility
requirements (including all applicable requirements for obtaining mortgage
insurance certificates and loan guaranty certificates) for inclusion in such
Pool. All such Pools have been finally certified or, if required, recertified in
accordance with all applicable laws, rules and regulations, except where the
time for certification or recertification has not yet expired. To the knowledge
of the Company, no Pools have been improperly certified, and no Loan has been
bought out of a Pool without all required approvals of the applicable
investors.

     

    (8)          For
purposes of this Section 2.2(z):

     

    (i)           “Agency” shall mean the
Federal Housing Administration, the Federal Home Loan Mortgage Corporation, the
Federal National Mortgage Association, the Government National Mortgage
Association, or any other federal or state agency with authority to (i)
determine any investment, origination, lending or servicing requirements with
regard to mortgage loans originated, purchased or serviced by the Company or any
Company Subsidiary or (ii) originate, purchase, or service mortgage loans, or
otherwise promote mortgage lending, including, without limitation, state and
local housing finance authorities;

     

    (ii)           “Loan Investor” shall mean any
person (including an Agency) having a beneficial interest in any mortgage loan
originated, purchased or serviced by the Company or any Company Subsidiary or a
security backed by or representing an interest in any such mortgage loan;
and

     

    (iii)           “Insurer” shall mean a person
who insures or guarantees for the benefit of the mortgagee all or any portion of
the risk of loss upon borrower default on any of the mortgage loans originated,
purchased or serviced by the Company or any Company Subsidiary, including the
Federal Housing Administration, the United States Department of Veterans’
Affairs, the Rural Housing Service of the U.S. Department of Agriculture and any
private mortgage insurer, and providers of hazard, title or other insurance with
respect to such mortgage loans or the related collateral.

     

    (aa)         Listing of Common
Stock. The shares of Common Stock to be issued at the Closing under this
Agreement and the Other Securities Purchase Agreements have been authorized, to
the extent such Common Stock has been authorized under the Articles of
Incorporation, for listing on NASDAQ, subject to official notice of
issuance.

     

    (bb)   
     Insurance.

     

    (1)    
      The Company and the Company Subsidiaries
are, and will remain following consummation of the transactions contemplated by
the Transaction Documents, insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management
of the Company reasonably believes to be prudent and that are of the type
customary in the businesses and location in which the Company and the Company
Subsidiaries are engaged. The Company and the Company Subsidiaries have not been
refused any insurance coverage sought or applied for, and the Company and the
Company Subsidiaries do not have any reason to believe that they will not be
able to renew their existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary
to continue their business at a cost that would not have a Material Adverse
Effect on the Company.

     

    
      
         


      

      
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    (2)           The
Company (i) maintains directors’ and officers’ liability insurance and fiduciary
liability insurance with financially sound and reputable insurance companies
with benefits and levels of coverage that have been Previously Disclosed, (ii)
has timely paid all premiums on such policies and (iii) there has been no lapse
in coverage during the term of such policies.

     

    (cc)         Board of Directors.
The Company does not have, and the Board of Directors have not adopted,
any policies, directives or resolutions, or any amendments to the Company’s
by-laws or certificate of incorporation, with respect to qualification or other
requirements for serving as a director on the Board of Directors of the Company
or any Company Subsidiary.

     

    (dd)         Other Private
Placements. Concurrently with the execution and delivery of this
Agreement, the Company has agreed to sell Common Shares in the Other Private
Placements on the same economic and financial terms and conditions set forth in
this Agreement, with the closing of such Other Private Placements to occur
simultaneously with the Closing. The Company has provided true, correct and
complete copies of the Other Securities Purchase Agreements to the Investor.
Except for the Other Securities Purchase Agreements and as set forth in Section
2.2(dd) of the Disclosure Schedule, the Company is not a party to any
agreements, understandings, arrangements or commitments with the counterparties
to the Other Securities Purchase Agreements or their Affiliates.

     

    (ee)    
    Approval by Continuing
Directors. Two-thirds of the Continuing Directors (as defined in the
Articles of Incorporation) have voted in favor of the entering into of this
Agreement and the transactions contemplated by this Agreement, including the
issuance of Common Shares and the increase in authorized shares, and has or will
recommend approval of the transactions contemplated by this Agreement to the
Company’s shareholders.

     

    (ff)    
     Related Party
Transactions.

     

    (1)   
       Except as set forth in Section 2.2(ff)
of the Disclosure Schedule or as part of the normal and customary terms of an
individual’s employment or service as a director, none of the Company or any of
the Company Subsidiaries is party to any extension of credit (as debtor,
creditor, guarantor or otherwise), contract for goods or services, lease or
other agreement with any (A) affiliate, (B) insider or related interest of an
insider, (C) shareholder owning 5% or more of the outstanding Common Stock or
related interest of such a shareholder, or (D) to the knowledge of the Company,
and other than credit and consumer banking transactions in the ordinary course
of business, employee who is not an executive officer. For purposes of the
preceding sentence, the term “affiliate” shall have the meaning assigned in
Regulation W issued by the Federal Reserve, as amended, and the terms “insider,”
“related interest,” and “executive officer” shall have the meanings assigned in
the Federal Reserve’s Regulation O, as amended.

     

    
      
         


      

      
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    (2)           The
Company Bank is in compliance with, and has since December 31, 2006, complied
with, Sections 23A and 23B of the Federal Reserve Act, its implementing
regulations, and the Federal Reserve’s Regulation O.

     

    (gg)        Trust Preferred Securities
Exchange Agreements. The Company has provided true, correct and complete
copies of the Trust Preferred Securities Exchange Agreements to the Investor.
Except for the Trust Preferred Securities Exchange Agreements, the Company is
not a party to any agreements, understandings, arrangements or commitments with
the counterparties to the Trust Preferred Securities Exchange Agreements or
their Affiliates.

     

    (hh)         Use of Proceeds.
Section 2.2(hh) of the Disclosure Schedule sets forth the Company's good faith
estimate as of the date hereof of the use of the proceeds from the sale of
Common Shares pursuant to this Agreement and the Other Securities Purchase
Agreements, including an estimate of the amounts payable under each of the
subsections of Section 1.2(b)(1)(vi) and the parties to whom such amounts shall
be paid.

     

    (ii)           No Material Misstatement or
Omission. None of the representations or warranties made by the Company
in this Agreement or in schedules hereto, including the Disclosure Schedule, or
any certificate furnished by the Company pursuant to this Agreement, when all
such documents are read together in their entirety, contains or will contain at
the Closing Date any untrue statement of a material fact, or omits or will omit
at the Closing Date any material fact necessary in order to make the statements
contained herein or therein, in the light of the circumstances under which made,
not misleading.

     

    2.3           Representations and
Warranties of the Investors. Each
Investor hereby represents and warrants as of the date of this Agreement to the
Company that:

     

    (a)           Purchase for
Investment. Such Investor acknowledges that the Common Shares have not
been registered under the Securities Act or under any state securities laws.
Such Investor (1) is acquiring the Common Shares pursuant to an exemption
from registration under the Securities Act for its own account solely for
investment with no present intention or plan to distribute any of the Common
Shares to any person nor with a view to or for sale in connection with any
distribution thereof, in each case in violation of the Securities Act,
(2) will not sell or otherwise dispose of any of the Common Shares, except
in compliance with the registration requirements or exemption provisions of the
Securities Act and any other applicable securities laws, (3) has such
knowledge and experience in financial and business matters and in investments of
this type that the Investor is capable of evaluating the merits and risks of the
investment in the Common Shares and of making an informed investment decision,
and (4) is an “accredited investor” (as that term is defined by Rule 501 of
the Securities Act). Without limiting any of the foregoing, neither such
Investor nor any of its Affiliates has taken, and such Investor will not, and
will cause its Affiliates not to, take any action that would otherwise cause the
securities to be purchased hereunder to be subject to the registration
requirements of the Securities Act.

     

    (b)           Financial Capability.
Such Investor will have immediately available funds necessary to consummate the
Closing, as of the date of the Closing, on the terms and conditions contemplated
by this Agreement.


    
      
         


      

      
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    ARTICLE
III

    Covenants

     

    3.1           Filings; Other
Actions.

     

    (a)           The
Investors and the Company will cooperate and consult with each other and use
reasonable best efforts to prepare and file all necessary documentation, to
effect all necessary applications, notices, petitions, filings, and other
documents, and to obtain all necessary permits, consents, orders, approvals, and
authorizations of, or any exemption by, all third parties and Governmental
Entities, and expiration or termination of any applicable waiting periods,
necessary or advisable to consummate the transactions contemplated by this
Agreement and to perform covenants contemplated by this Agreement. Each party
shall execute and deliver both before and after the Closing such further
certificates, agreements, and other documents and take such other actions as the
other party may reasonably request to consummate or implement such transactions
or to evidence such events or matters. Each Investor and the Company will each
have the right to review in advance, and to the extent practicable, each will
consult with the other, in each case subject to applicable laws relating to the
exchange of information and confidential information related to such Investor,
all the information (other than personal or sensitive information) relating to
such other party, and any of their respective Affiliates, which appears in any
filing made with, or written materials submitted to, any third party or any
Governmental Entity in connection with the transactions contemplated by this
Agreement. In exercising the foregoing right, each of the parties hereto agrees
to act reasonably and as promptly as practicable. Each party hereto agrees to
keep the other party apprised of the status of matters relating to completion of
the transactions contemplated hereby. Such Investor and the Company shall
promptly furnish each other to the extent permitted by applicable laws with
copies of written communications received by them or their Affiliates from, or
delivered by any of the foregoing to, any Governmental Entity in respect of the
transactions contemplated by this Agreement or any other Transaction Document.
Notwithstanding anything in this Agreement to the contrary, such Investor shall
not be required to provide any materials to the Company that it deems private or
confidential nor shall it be required to make any commitments (other than the
passivity commitments described above) to any Governmental Entity in connection
therewith or suffer any Burdensome Condition.

     

    
      
         


      

      
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    (b)           The
Company shall call a special meeting of its shareholders, as promptly as
practicable after the date of this Agreement, to obtain the Shareholder
Approvals, including, without limitation, approving the amendment to the
Articles of Incorporation to increase the number of authorized shares of Common
Stock to 550 million (as adjusted in accordance with Section 4.7 to reflect any
reverse stock split of the Common Stock effected prior to the Closing; provided that the increase in
the number of authorized shares of Common Stock shall be to at least 100 million
shares) and approving for purposes of rule 5635 of NASDAQ’s listing rules the
issuance of Common Shares to the Investor and the investors participating in the
Other Private Placements. The Board of Directors shall unanimously recommend to
the Company’s shareholders that such shareholders provide the Shareholder
Approvals, and shall not modify or withdraw such recommendation. In connection
with such meeting, the Company shall promptly prepare (and the Investor will
reasonably cooperate with the Company to prepare) and file with the SEC a
preliminary proxy statement, shall use its reasonable best efforts to solicit
proxies for such shareholder approval, and shall use its reasonable best efforts
to respond promptly to any comments of the SEC or its staff and to cause a
definitive proxy statement related to such shareholders’ meeting to be mailed to
the Company’s shareholders, as promptly as practicable, after clearance by the
SEC. The Company shall notify the Investors promptly of the receipt of any
comments from the SEC or its staff with respect to the proxy statement and of
any request by the SEC or its staff for amendments or supplements to such proxy
statement or for additional information and will supply the Investors with
copies of all correspondence between the Company or any of its representatives,
on the one hand, and the SEC or its staff, on the other hand, with respect to
such proxy statement. If at any time prior to such shareholders’ meeting there
shall occur any event that is required to be set forth in an amendment or
supplement to the proxy statement, the Company shall, as promptly as
practicable, prepare and mail to its shareholders such an amendment or
supplement. The Investors and the Company each agree to correct promptly any
information provided by it or on its behalf for use in the proxy statement if
and to the extent that such information shall have become false or misleading in
any material respect, and the Company shall, as promptly as practicable, prepare
and mail to its shareholders an amendment or supplement to correct such
information to the extent required by applicable laws and regulations. The
directors’ recommendation described in this Section 3.1 shall be included
in the proxy statement filed in connection with obtaining such shareholder
approval. Immediately upon approval by shareholders of the increase in the
Company’s authorized number of shares of Common Stock as provided above, the
Company shall file articles of amendment to duly amend its Articles of
Incorporation to include such increase.

     

    (c)           Each
party agrees, upon request, to furnish the other party with all information
concerning itself, its subsidiaries, Affiliates, directors, officers, partners,
and shareholders and such other matters as may be reasonably necessary or
advisable in connection with the proxy statement in connection with such
shareholders’ meeting and any other statement, filing, notice, or application
made by or on behalf of such other party or any of its subsidiaries to any
Governmental Entity in connection with this Agreement or the Other Securities
Purchase Agreements. Notwithstanding anything herein to the contrary, the
Investors shall not be required to furnish the Company with any (1) sensitive
personal biographical or personal financial information of any of the directors,
officers, employees, managers or partners of such Investor or any of their
Affiliates or (2) proprietary and non-public information related to the
organizational terms of, or investors in, such Investor or their Affiliates;
provided, however, that the Investors
will furnish directly to the applicable bank regulator such information as
reasonably requested by such regulator as necessary to consummate the
transactions contemplated hereby.

     

    (d)           From
the date of this Agreement, until the Closing, the Company shall not, directly
or indirectly, amend, modify, or waive, and the Board of Directors shall not
recommend approval of any proposal to the shareholders having the effect of
amending, modifying, or waiving any provision in the Articles of Incorporation
or bylaws of the Company in any manner adverse to the Investors or any other
holder of Common Stock issued pursuant to this Agreement.

     

    (e)           The
Company shall take all actions necessary to ensure that none of the execution
and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, nor the consummation of the transactions contemplated as
part of the Other Private Placements, nor the Shareholder Approvals will
constitute a “change in control” or “change of control” within the meaning of
any Benefit Plan.

     

    
      
         


      

      
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    3.2          Access, Information and
Confidentiality.

     

    (a)           From
the date of this Agreement, until the date when the shares of Common Stock owned
by any Investor in the aggregate represent less than 4.9% of all of the
outstanding Common Shares (counting for such purposes all shares of Common Stock
into or for which the securities of the Company owned by such Investor are
directly or indirectly convertible or exercisable and excluding as shares owned
and shares outstanding all Common Shares issued by the Company after the Closing
Date), the Company will ensure that upon reasonable notice, the Company and its
subsidiaries will afford to such Investor and its representatives (including
employees of such Investor, and counsel, accountants, financial and investment
banking advisors and other professionals retained by such Investor) such access
during normal business hours to its books, records, properties and personnel and
to such other information as such Investor may reasonably request.

     

    (b)           Each
party to this Agreement will hold, and will cause its respective subsidiaries
and their directors, officers, employees, agents, consultants, and advisors to
hold, in strict confidence, unless disclosure to a Governmental Entity is
necessary or appropriate in connection with any necessary regulatory approval or
unless compelled to disclose by judicial or administrative process or, in the
written opinion of its counsel, by other requirement of law or the applicable
requirements of any Governmental Entity, all nonpublic records, books,
contracts, instruments, computer data and other data and information
(collectively, “Information”) concerning the
other party hereto furnished to it by such other party or its representatives
pursuant to this Agreement (except to the extent that such information can be
shown to have been (1) previously known by such party on a nonconfidential
basis, (2) in the public domain through no fault of such party, or (3) later
lawfully acquired from other sources by the party to which it was furnished),
and neither party hereto shall release or disclose such Information to any other
person, except its auditors, attorneys, financial advisors, other consultants,
and advisors and, to the extent permitted above, to bank regulatory
authorities.

     

    (c)           The
Company shall promptly provide the Investors with written notice of the
occurrence of any circumstance, event, change, development or effect occurring
after the date hereof and relating to the Company or any Company Subsidiary of
which the Company has knowledge and which constitutes a Material Adverse Effect
or may otherwise cause or render any of the representations and warranties of
the Company set forth in this Agreement to be inaccurate.

     

    
      
         


      

      
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      3.3           Conduct of the
Business. Prior
to the earlier of the Closing Date and the termination of this Agreement
pursuant to Section 5.1 (the “Pre-Closing Period”), the
Company shall, and shall cause each Company Subsidiary to, (i) conduct its
business in the ordinary course consistent with past practice, (ii) use
reasonable best efforts to preserve intact its current business organizations
and its rights and permits issued by Governmental Entities, keep available the
services of its current officers and key employees and preserve its
relationships with customers, suppliers, Governmental Entities and others having
business dealings with it to the end that its goodwill and ongoing businesses
shall be unimpaired and (iii) not take any action that would reasonably be
expected to materially adversely affect or materially delay the receipt of any
approvals of any Governmental Entity required to consummate the transactions
contemplated hereby or by the Other Securities Purchase Agreements or materially
adversely affect or materially delay the consummation of the transactions
contemplated hereby or by the Other Securities Purchase Agreements.

    

     

    3.4           Reasonable
Efforts. The
Company agrees to use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the Investors in doing, all things necessary, proper or advisable to consummate
and make effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement and the Other Securities Purchase Agreements,
including using reasonable best efforts to accomplish the
following:  (a) the taking of all reasonable acts necessary to
cause the conditions to Closing to be satisfied; (b) the mailing of the
definitive proxy statement to the Company’s shareholders promptly following
clearance from the SEC; (c) the obtaining of all necessary actions or
nonactions, waivers, consents and approvals from Governmental Entities and the
making of all necessary registrations and filings and the taking of all
reasonable steps necessary to obtain an approval or waiver from, or to avoid an
action or proceeding by any Governmental Entity; (d) the obtaining of all
necessary consents, approvals or waivers from third parties; (e) causing the
TRuPS Exchanges to be consummated prior to the Closing Date, including the
receipt of the Regulatory Approval [Primary Note] (as defined in the Trust
Preferred Securities Exchange Agreements); and (f) executing and delivering
any additional instruments necessary to consummate the transactions contemplated
by, and to fully carry out the purposes of, this Agreement and the Other
Securities Purchase Agreements.

     

    3.5           Shareholder
Litigation The Company shall promptly inform the
Investor of any claim, action, suit, arbitration, mediation, demand, hearing,
investigation or proceeding (“Shareholder
Litigation”) against the Company, any
Company Subsidiary or any of the past or present executive officers or
directors of the
Company or any Company Subsidiary that is threatened or initiated by or on
behalf of any shareholder of the Company in connection with or relating to the
Order or the transactions contemplated hereby or by the Other Securities
Purchase Agreements. The Company shall
keep the Investors informed of all material filings and developments relating to
any such Shareholder Litigation.

     

    3.6           Material Non-Public
Information.
Investor and the Company agree that the Company will not provide Investor any
information that would constitute material non-public information, as that term
is used in SEC Regulation FD, (“MNPI”) unless Company
believes that MNPI could appropriately be disclosed to the public on the Release
Date as contemplated by this Section 3.6. The “Release Date” shall occur on the
earlier of (i) the date on which Company publicly announces a potential
transaction involving Investor; and (ii) 4:00 p.m. Eastern Time on February 4,
2011. Upon the Release Date, the Company agrees to create an appropriate summary
of that Confidential Information which in its reasonable judgment constitutes
MNPI and to the extent that such information has not otherwise been made
available to the public, make such information available to the public by means
of a filing with the SEC or a press release delivered to an internationally
reputable newswire service. In the event that the Company shall fail to make
such a filing or press release as required by this Section 3.6, then Company
agrees that Investor is authorized to make available to the public a summary
that reflects, in its reasonable judgment, the MNPI included in such
Confidential Information; provided that nothing in this Section 3.6 shall
obligate the Company, or authorize the Investor, to disclose
any information to the public that the Company is otherwise prohibited from
disclosing by applicable law, including, without limitation, any laws relating
to the privacy of customer information.

     

    
      
         


      

      
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    ARTICLE
IV

    Additional
Agreements

     

    4.1           Legend.

     

    (a)           The
Investor agrees that all certificates or other instruments representing the
securities subject to this Agreement will bear a legend substantially to the
following effect:

     

    “THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS.”

     

    (b)           Upon
request of the Investor, upon receipt by the Company of an opinion of counsel
reasonably satisfactory to the Company to the effect that such legend is no
longer required under the Securities Act or applicable state laws, as the case
may be, the Company shall promptly cause the legend to be removed from any
certificate for any securities. The Investor acknowledges that the Purchased
Shares have not been registered under the Securities Act or under any state
securities laws and agrees that it will not sell or otherwise dispose of any of
the Purchased Shares, except in compliance with the registration requirements or
exemption provisions of the Securities Act and any other applicable securities
laws.

     

    4.2           Certain
Transactions. The
Company will not merge or consolidate into, or sell, transfer or lease all or
substantially all of its property or assets to, any other party unless the
successor, transferee or lessee party, as the case may be (if not the Company),
or, at the request of the Investor, the ultimate parent of such successor,
transferee or lessee party of the Company, expressly assumes the due and
punctual performance and observance of each and every covenant and condition of
this Agreement to be performed and observed by the Company.

     

    4.3           Indemnity.

     

    (a)           The
Company agrees to indemnify and hold harmless the Investors and their respective
Affiliates and each of their respective officers, directors, partners, members,
managers, employees and agents, to the fullest extent lawful, from and against
any and all actions, suits, claims, proceedings, costs, losses, liabilities,
damages, expenses (including attorneys’ fees and disbursements), amounts paid in
settlement and other costs (collectively, “Losses”) arising out of or
resulting from (1) any inaccuracy in or breach of the Company’s
representations or warranties in Section 2.2 of this Agreement or any
certificate delivered by or on behalf of the Company pursuant to this Agreement,
(2) the Company’s breach of agreements or covenants made by the Company in
this Agreement or (3) any Losses arising out of or resulting from any
legal, administrative or other proceedings instituted by any Governmental
Entity, shareholder of the Company or any other person (other than the Investor
and its Affiliates and the Company and the Company Subsidiaries) arising out of
the transactions contemplated by this Agreement (other than any Losses
attributable to the acts, errors or omissions on the part of the Investor, but
not including the transactions contemplated hereby).

     

    
      
         


      

      
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    (b)           Each
Investor agrees to indemnify and hold harmless each of the Company and its
Affiliates and each of their respective officers, directors, partners, members,
managers, employees and agents, to the fullest extent lawful, from and against
any and all Losses arising out of or resulting from (1) any inaccuracy in
or breach of such Investor’s representations or warranties in this Agreement or
(2) such Investor’s breach of agreements or covenants made by the Investor
in this Agreement.

     

    (c)           A
party entitled to indemnification hereunder (each, an “Indemnified Party”) shall
give written notice to the party indemnifying it (the “Indemnifying Party”) of any
claim with respect to which it seeks indemnification promptly after the
discovery by such Indemnified Party of any matters giving rise to a claim for
indemnification; provided that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 4.3 unless and to the
extent that the Indemnifying Party shall have been actually prejudiced by the
failure of such Indemnified Party to so notify such party.  Such notice
shall describe in reasonable detail such claim.  In case any such action,
suit, claim or proceeding is brought against an Indemnified Party, the
Indemnified Party shall be entitled to hire, at the cost and expense of the
Indemnifying Party, counsel and conduct the defense thereof; provided, however, that the
Indemnifying Party shall only be liable for the legal fees and expenses of one
law firm for all Indemnified Parties, taken together with regard to any single
action or group of related actions, upon agreement by the Indemnified Parties
and the Indemnifying Parties.  If the Indemnifying Party assumes the
defense of any claim, all Indemnified Parties shall thereafter deliver to the
Indemnifying Party copies of all notices and documents (including court papers)
received by the Indemnified Party relating to the claim, and any Indemnified
Party shall cooperate in the defense or prosecution of such claim.  Such
cooperation shall include the retention and (upon the Indemnifying Party’s
request) the provision to the Indemnifying Party of records and information that
are reasonably relevant to such claim, and making employees available on a
mutually convenient basis to provide additional information and explanation of
any material provided hereunder.  The Indemnifying Party shall not be
liable for any settlement of any action, suit, claim or proceeding effected
without its written consent; provided, however, that the
Indemnifying Party shall not unreasonably withhold, delay or condition its
consent.  The Indemnifying Party further agrees that it will not, without
the Indemnified Party’s prior written consent (which shall not be unreasonably
withheld or delayed), settle or compromise any claim or consent to entry of any
judgment in respect thereof in any pending or threatened action, suit, claim or
proceeding in respect of which indemnification has been sought hereunder unless
such settlement or compromise includes an unconditional release of such
Indemnified Party from all liability arising out of such action, suit, claim or
proceeding.

     

    (d)           For
purposes of the indemnity contained in Sections 4.3(a)(1) and 4.3(b)(1),
all qualifications and limitations set forth in the parties’ representations and
warranties as to “materiality,” “Material Adverse Effect” and words of similar
import, shall be disregarded in determining (i) whether there shall have been
any inaccuracy in or breach of any representations and warranties in this
Agreement and (ii) the amount of Losses in respect of any breach of any
representation or warranty.


    
      
         


      

      
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    (e)           The
Company shall not be required to indemnify the Indemnified Parties pursuant to
Section 4.5(a)(1), disregarding all qualifications or limitations set forth in
its representations and warranties as to “materiality,” “Material Adverse
Effect” and words of similar import, (1) with respect to any claim for
indemnification if the amount of Losses with respect to such claim are less than
$50,000 (any claim involving Losses less than such amount being referred to as a
“De Minimis Claim”) and
(2) unless and until the aggregate amount of all Losses incurred with respect to
all claims (other than De Minimis Claims) pursuant to Section 4.5(a)(1) exceed
$250,000 (the “Threshold
Amount”), in which event the Company shall be responsible for the entire
amount of such Losses.  The Investor shall not be required to indemnify the
Indemnified Parties pursuant to Section 4.5(b)(1), disregarding all
qualifications or limitations set forth in the representations and warranties as
to “materiality,” “Material Adverse Effect” and words of similar import, (1)
with respect to any De Minimis Claim and (2) unless and until the aggregate
amount of all Losses incurred with respect to all claims (other than De Minimis
Claims) pursuant to Section 4.5(b)(1) exceed the Threshold Amount, in which
event such Investor shall be responsible for the entire amount of such
Losses.

     

    (f)           The
obligations of the Indemnifying Party under this Section 4.3 shall survive the
transfer or redemption of the Common Stock issued pursuant to this Agreement, or
the Closing or termination of this Agreement; provided that in the event of
any transfer of the Common Stock to a third party that is not an Affiliate of
the transferor, the Indemnifying Party shall have no obligations under this
Section 4.3 to
such transferee.  The indemnity provided for in this Section 4.3 shall be the sole
and exclusive monetary remedy of Indemnified Parties after the Closing for any
inaccuracy of any of the representations and warranties contained in
Sections 2.2 and Sections 2.3 of this Agreement or any other breach of
any covenant or agreement contained in this Agreement; provided that nothing herein
shall limit in any way any such parties’ remedies in respect of fraud,
intentional misrepresentation or omission or intentional misconduct by the other
party in connection with the transactions contemplated hereby.  No party to
this Agreement (or any of its Affiliates) shall, in any event, be liable or
otherwise responsible to any other party (or any of its Affiliates) for any
consequential or punitive damages of such other party (or any of its Affiliates)
arising out of or relating to this Agreement or the performance or breach
hereof.  The indemnification rights contained in this Section 4.3 are not limited or
deemed waived by any investigation or knowledge by the Indemnified Party prior
to or after the date hereof.

     

    (g)           Any
indemnification payments pursuant to this Section 4.3 shall be treated as
an adjustment to the Investment Amount for the Purchased Shares for U.S. federal
income and applicable state and local Tax purposes, unless a different treatment
is required by applicable law.


    
      
         


      

      
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    4.4           Registration
Rights. At the
Closing, the Company will enter into the Registration Rights Agreement for the
benefit of the Investors, substantially in the form attached as Exhibit C
hereto.

     

    4.5           Anti-Takeover Matters;
Takeover Laws; No Rights Triggered. If any Takeover Law may become, or may
purport to be, applicable to the transactions contemplated or permitted by this
Agreement or to the Investors and/or their Affiliates generally following the
Closing, the Company and the members of the Board of Directors shall grant such
approvals and take such actions as are necessary so that the transactions
contemplated or permitted by this Agreement and, the Other Securities Purchase
Agreements may be consummated, as promptly as practicable, on the terms
contemplated by this Agreement and the other respective Transaction Documents,
as the case may be, and otherwise act to eliminate or minimize the effects of
any Takeover Law on any of the transactions contemplated or permitted by this
Agreement and the Other Securities Purchase Agreements and on the Investors and
their Affiliates.

     

    (a)           Oregon Business Combination
Statute.  The Company represents that the Board of Directors has
duly adopted an irrevocable resolution as follows (the “Business Combination Exemption
Resolution”)

     

    “RESOLVED,
that pursuant to Section 60.835 of the Oregon Business Corporation Act (“OBCA”),
the Board of Directors of the Corporation, for the specific purpose of
establishing an irrevocable exemption from Section 60.835 of the OBCA, hereby
approves thereunder (i) the entering into, and all of the transactions relating
to and contemplated or permitted by, the Securities Purchase Agreement, between
the Corporation and the Investors, including, without limitation, (A) the
assignment of any rights thereunder, (B) any person or entity becoming an
“interested shareholder” as defined in Section 60.825 of the OBCA including,
without limitation, the Investors, any present or future affiliates or
associates of the Investors, any trust the Investors has or may establish
(whether individually or in another capacity) (collectively, the “Covered
Persons”) and (C) the transfer of any shares of common stock or other securities
of the Corporation in accordance with the terms and conditions of the Securities
Purchase Agreement, (ii) any transaction in which any Covered Person becomes an
“interested shareholder” as defined in Section 60.825 of the OBCA or acquires
additional shares of common stock or other securities of the Corporation
thereafter and (iii) any “business combination” as defined in Section 60.825 of
the OBCA involving any Covered Person.”

    


    (b)           Business Combination
Exemption.  The Company represents that the Business Combination
Exemption Resolution adopted by the Company is a valid action of the Board of
Directors of the Company, binding on the Company, and constitutes a valid and
irrevocable exemption by the Company from Section 60.835 of the Oregon Business
Corporation Act as to any transaction, person or entity described in such
resolution.


    
      
         


      

      
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    4.6           VCOC Investor. The
Investors and, at any Investor’s request, each Affiliate of such Investor that
directly or indirectly has an interest in such Investor, the Company or the
Company Bank, in each case that is intended to qualify as a “venture capital
operating company” as defined in the regulations (the “Plan Asset Regulations”)
issued by the Department of Labor at Section 2510.3 101 of Part 2510 of Chapter
XXV, Title 29 of the Code of Federal Regulations, as the same may be amended
from time to time (a “VCOC” and each such person a
“VCOC Investor”), will
have customary and appropriate VCOC rights (including consultation rights,
inspection and access rights, and rights to receive materials for all meetings
of the Board of Directors or the board of directors of the Company Bank (as well
as committees of each such board), and the right to audited and unaudited
financial statements, annual budget and other financial and operations
information, including advance notification of and consultation with respect to
significant corporate actions) relating to inspection, information and
consultation with respect to the Company or the Company Bank; provided that this Section
4.6 shall not entitle such Investor to designate any members of the Board of
Directors or of the board of directors of the Company Bank. The Company shall,
and shall cause the Company Bank to, consider in good faith the recommendations
of any VCOC Investor or its designated representative in connection with the
matters on which it is consulted as described above, recognizing that the
ultimate discretion with respect to all such matters shall be retained by the
Company or the Company Bank, as applicable. In the event the Company or the
Company Bank ceases to qualify as an “operating company” (as defined in the
first sentence of 2510.3-101(c)(1) of the Plan Asset Regulations) or the
investment in the Company or the Company Bank by a VCOC Investor does not
qualify as a venture capital investment as defined in the Plan Asset
Regulations, then the Company and the Investor will, and the Company will cause
the Company Bank to, cooperate in good faith to take all reasonable actions
necessary to preserve the VCOC status of each VCOC Investor, it being understood
that such reasonable actions shall not require a VCOC Investor to purchase or
sell any investments.  The Company shall cause the Company Bank to enter
into an agreement with each VCOC Investor that provides the rights set forth in
this Section 4.6, effective as of the Closing.  Notwithstanding the
foregoing, neither the Company nor the Company Bank shall be obligated to (1)
honor a request from a VCOC Investor to visit and inspect any of the offices and
properties of the Company and/or the Company Bank and inspect and copy the books
and records of the Company and/or the Company Bank more frequently than once per
quarter or (2) make appropriate officers and directors of the Company and/or the
Company Bank available to a VCOC Investor for consultation with such VCOC
Investor or its designated representatives with respect to matters relating to
the business and affairs of the Company and the Company Bank more frequently
than once per quarter.

     

    4.7           Continued Listing
Authorization. The Company shall take all steps necessary to prevent the
Common Stock from being delisted from the NASDAQ, including, effecting a reverse
stock split of the Common Stock, if necessary, to comply with NASDAQ Listing
Rule 5450(a)(1).  If the Company effects a reverse stock split of the
Common Stock prior to the Closing, the Per Share Purchase Price and the number
of shares of Common Stock to be authorized following the amendment to the
Articles of Incorporation described in Section 3.1(b) shall be adjusted
proportionately.


    
      
         


      

      
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    ARTICLE
V

    Termination

     

    5.1           Termination.
This
Agreement may be terminated prior to the Closing:

     

    (a)           by
mutual written consent of the Investors and the Company;

     

    (b)           by
the Company, upon written notice to the Investors, in the event that the
conditions of Closing set forth in Section 1.2(b)(2) are not satisfied on or
before February 4, 2011 (the “Outside Date”); provided,
however, that the right to terminate this Agreement pursuant to this Section
5.1(b) shall not be available to the Company if its failure to fulfill any
obligation under this Agreement shall have been the cause of, or shall have
resulted in, the failure of the Closing to occur on or prior to such
date;

     

    (c)           by
an Investor, but only with respect to such terminating Investor, upon written
notice to the Company, in the event that the conditions of Closing set forth in
Section 1.2(b)(1) are not satisfied on or before the Outside Date; provided,
however, that the right to terminate this Agreement pursuant to this Section
5.1(c) shall not be available to an Investor if its failure to fulfill any
obligation under this Agreement shall have been the cause of, or shall have
resulted in, the failure of the Closing to occur on or prior to such
date;

     

    (d)           by
the Company or by an Investor, but only with respect to such terminating
Investor, upon written notice to the other parties, in the event that any
Governmental Entity shall have issued any order, decree or injunction or taken
any other action restraining, enjoining or prohibiting any of the transactions
contemplated by this Agreement, and such order, decree, injunction or other
action shall have become final and nonappealable; or

     

    (e)           by
an Investor, but only with respect to such terminating Investor, if a “change in
control” within the meaning of any Benefit Plan occurs on or after the date
hereof but prior to the Closing Date.

     

    5.2           Effects of
Termination.  In the
event of any termination of this Agreement as provided in Section 5.1, this
Agreement (other than Section 3.2, Section 4.3, this Section 5.2 and Article VI
(other than Section 6.1) and all applicable defined terms, which shall remain in
full force and effect) shall forthwith become wholly void and of no further
force and effect; provided that nothing herein
shall relieve any party from liability for willful breach of this
Agreement.

     

    ARTICLE
VI

    Miscellaneous

     

    6.1           Survival. 
Each of the representations and warranties set forth in this Agreement shall
survive the Closing under this Agreement but only for a period of 24 months
following the Closing Date (or until final resolution of any claim or action
arising from the breach of any such representation and warranty, if notice of
such breach was provided prior to the end of such period) and thereafter shall
expire and have no further force and effect; provided that the
representations and warranties in Sections 2.2(a), 2.2(b), 2.2(c), 2.2(d)
and 2.3(a) shall survive indefinitely and the representations and warranties in
Sections 2.2(i),
2.2(p) and 2.2(u) shall survive until 90 days after the expiration of the
applicable statutory periods of limitations.  Except as otherwise provided
herein, all covenants and agreements contained herein shall survive for the
duration of any statutes of limitations applicable thereto or until, by their
respective terms, they are no longer operative.


    
      
         


      

      
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    6.2           Amendment. 
No amendment or waiver of this Agreement will be effective with respect to any
party unless made in writing and signed by an officer of a duly authorized
representative of such party.

     

    6.3           Waivers. 
No failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.  The conditions to each party’s
obligation to consummate the Closing are for the sole benefit of such party and
may be waived by such party in whole or in part to the extent permitted by
applicable law.  No waiver of any party to this Agreement will be effective
unless it is in a writing signed by a duly authorized officer of the waiving
party that makes express reference to the provision or provisions subject to
such waiver.

     

    6.4           Counterparts and
Facsimile. 
For the convenience of the parties hereto, this 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 Agreement may be delivered by
facsimile and such facsimiles will be deemed as sufficient as if actual
signature pages had been delivered.

     

    6.5           Governing
Law. 
This Agreement will be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed entirely
within such State.  The parties hereto irrevocably and unconditionally
agree that any suit or proceeding arising out of or relating to this Agreement
and the transactions contemplated hereby will be tried exclusively in the U.S.
District Court for the Southern District of New York or, if that court does not
have subject matter jurisdiction, in any state court located in The City and
County of New York and the parties agree to submit to the jurisdiction of, and
to venue in, such courts.

     

    6.6           Waiver of Jury
Trial. 
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    6.7           Notices.  Any
notice, request, instruction or other document to be given hereunder by any
party to the other will be in writing and will be deemed to have been duly given
(a) on the date of delivery if delivered personally or by telecopy or facsimile,
upon confirmation of receipt, (b) on the first business day following the date
of dispatch if delivered by a recognized next-day courier service, or (c) on the
third business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid.  All notices
hereunder shall be delivered as follows: (i) if to an Investor, to such address
as indicated on the signature page attached hereto, or at such other address as
such Investor or permitted assignee shall have furnished to the Company in
writing, and (ii) if to the Company to: Cascade Bancorp, 1100 N.W. Wall Street
Bend, Oregon 97701, Attn: Chief Executive Officer, Facsimile: (541) 617-3149,
with a copy to: Davis Wright Tremaine LLP, 1201 Third Avenue, Suite 2200
Seattle, Washington, Attention: David R. Wilson, Facsimile:  (206)
757-7274.


    
      
         


      

      
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    6.8           Entire Agreement,
Etc.  This
Agreement (including the Exhibits, Schedules, and Disclosure Schedule hereto)
constitutes the entire agreement, and supersedes all other prior agreements,
understandings, representations and warranties, both written and oral, between
the parties, with respect to the subject matter hereof; the terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and their permitted assigns.  For
the avoidance of doubt, the Company agrees that each Investor may assign its
rights and obligations under this Agreement, in whole or in part, to one or more
Affiliates, parallel investment funds, co-investment funds or successor
investment funds and that such assignees shall be included in the term
“Investor.”

     

    6.9           Other
Definitions. 
Wherever required by the context of this Agreement, the singular shall include
the plural and vice versa, and the masculine gender shall include the feminine
and neuter genders and vice versa, and references to any agreement, document or
instrument shall be deemed to refer to such agreement, document or instrument as
amended, supplemented or modified from time to time.  All article, section,
paragraph or clause references not attributed to a particular document shall be
references to such parts of this Agreement, and all exhibit, annex and schedule
references not attributed to a particular document shall be references to such
exhibits, annexes and schedules to this Agreement.  When used
herein:

     

    (1)           the
term “subsidiary” means
those corporations, banks, savings banks, associations and other persons of
which such person owns or controls 25% or more of the outstanding equity
securities either directly or indirectly through an unbroken chain of entities
as to each of which 25% or more of the outstanding equity securities is owned
directly or indirectly by its parent or otherwise controlled by such parent and
any entity that would be a “subsidiary” for purposes of the BHC Act; provided, however, that there shall not
be included any such entity to the extent that the equity securities of such
entity were acquired in satisfaction of a debt previously contracted in good
faith or are owned or controlled in a bona fide fiduciary
capacity;

     

    (2)           the
term “Affiliate” means,
with respect to any person, any person directly or indirectly controlling,
controlled by or under common control with, such other person.  For
purposes of this definition, “control” (including, with
correlative meanings, the terms “controlled by” and “under common control with”)
when used with respect to any person, means the possession, directly or
indirectly, of the power to cause the direction of management and/or policies of
such person, whether through the ownership of voting securities by contract or
otherwise or for purposes of the BHC Act;

     

    (3)           the
word “or” is not exclusive;


     

    (4)           the
words “including,” “includes,” “included” and “include” are deemed to be
followed by the words “without
limitation”;


    
      
         


      

      
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    (5)           the
terms “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Agreement as a whole and not to any particular
section, paragraph or subdivision;

     

    (6)           the
words “it” or “its” are deemed to mean
“him” or “her” and “his” or “her,” as applicable, when
referring to an individual;

     

    (7)           “business day” means any day
except Saturday, Sunday and any day which shall be a legal holiday or a day on
which banking institutions in the State of New York or the State of Oregon
generally are authorized or required by law or other governmental actions to
close;

     

    (8)           “person” has the meaning given
to it in Section 3(a)(9) of the Exchange
Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act;

     

    (9)           “Beneficially Own,” “Beneficial Owner” and “Beneficial Ownership” are
defined in Rules 13d-3 and 13d-5 of the Exchange Act; and

     

    (10)         “Burdensome Condition” means,
with respect to an Investor or an Affiliate of an Investor, being required
(i) to become a "bank holding company" within the meaning of the BHC Act, a
"savings and loan holding company" within the meaning of the Home Owners' Loan
Act, or a similarly regulated entity under any similar or successor law;
(ii) to support or maintain the capital, liquidity, or financial condition
of the Company or the Company's subsidiaries (other than through the investment
expressly contemplated herein); (iii) to modify or limit its operations or
commercial practices (except as they relate to the Company and the Company
Subsidiaries); (iv) to modify or limit its governance, structure, or
compensation arrangements; (v) to modify the terms of this Agreement,
including, for the avoidance of doubt, the terms or the amount of the Purchased
Shares to be delivered by the Company under this Agreement; (vi) to become
subject to any other condition, limitation, restriction, or restraint that would
reasonably be expected to adversely affect (with respect to the Investor or its
Affiliates) any material financial term of the transactions contemplated by this
Agreement or the anticipated benefits to such Investor and its Affiliates
hereunder; or (vii) to propose, agree, or accept any of the items described in
clauses (i) through (vi) as a condition to receiving any regulatory or
governmental approval or consent.

     

    (11)         “knowledge of the Company” or
“Company’s knowledge”
means the actual knowledge after due inquiry of the executive officers of the
Company.

     

    6.10         Captions. 
The article, section, paragraph and clause captions herein are for convenience
of reference only, do not constitute part of this Agreement and will not be
deemed to limit or otherwise affect any of the provisions
hereof.


    
      
         


      

      
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    6.11         Severability. 
If any provision of this Agreement or the application thereof to any person
(including the officers and directors of the Investor and the Company) or
circumstance is determined by a court of competent jurisdiction to be invalid,
void or unenforceable, the remaining provisions hereof, or the application of
such provision to persons or circumstances other than those as to which it has
been held invalid or unenforceable, will remain in full force and effect and
shall in no way be affected, impaired or invalidated thereby, so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party.  Upon such
determination, the parties shall negotiate in good faith in an effort to agree
upon a suitable and equitable substitute provision to effect the original intent
of the parties.

     

    6.12         No Third-Party
Beneficiaries. 
Nothing contained in this Agreement, expressed or implied, is intended to confer
or shall confer upon any person other than the express parties hereto, any
benefit right or remedies, except that the provisions of Sections 4.1, 4.3 and
4.6 shall inure to the benefit of the persons referred to in those
Sections.  The representations and warranties set forth in Article II and
the covenants set forth in Articles III and IV have been made solely for the
benefit of the parties to this Agreement and (a) may be intended not as
statements of fact, but rather as a way of allocating the risk to one of the
parties if those statements prove to be inaccurate; (b) have been qualified by
reference to the Disclosure Schedule of each party, each of which contains
certain disclosures that are not reflected in the text of this Agreement; and
(c) may apply standards of materiality in a way that is different from what may
be viewed as material by shareholders of, or other investors in, the
Company.

     

    6.13         Public
Announcements. 
Subject to each party’s disclosure obligations imposed by law or regulation,
each of the parties hereto will cooperate with each other in the development and
distribution of all news releases and other public information disclosures with
respect to this Agreement and any of the transactions contemplated by this
Agreement or the Other Securities Purchase Agreements, and no party hereto will
make any such news release or public disclosure without first consulting with
the other party hereto and receiving its consent (which shall not be
unreasonably withheld, conditioned, or delayed), and each party shall coordinate
with the other with respect to any such news release or public
disclosure.

     

    6.14         Specific
Performance. 
The parties agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with their
specific terms.  It is accordingly agreed that the parties shall be
entitled to seek specific performance of the terms hereof, this being in
addition to any other remedies to which they are entitled at law or
equity.

     

    *  *  *


    
      
         


      

      
        -43-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered by the duly authorized officers
of the parties hereto as of the date first herein above written.

     

    
      
        
          	 
      	
                  CASCADE
      BANCORP

                
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/
      Patricia
      L. Moss  
	 
      	 
      	
                  Name:

                	
                  Patricia
      L. Moss

                
	 
      	 
      	
                  Title:

                	
                  Chief
      Executive Officer

                


        

      

    

     

    [Signature
Page to Securities Purchase Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    
 

    
      
        
          
            
              
                
                  	 
      	 
      	
                          WEICHERT
      ENTERPRISE LLC

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	/s/
      Gerald C. Crotty  
	 
      	 
      	
                          Name:

                        	Gerald
      C. Crotty  
	 
      	 
      	
                          Title:

                        	President
	 
      	 
      	 
      	 
      
	 
      	
                          Investor
      Address:

                        
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


                

              

            

          

        

      

    

     

    [Signature
Page to Securities Purchase Agreement]
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
 

    
      
        
          
            
              
                
                  
                    	 
      	 
      	
                            MICHAEL
      F. ROSINUS R/O IRA

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	/s/
      Michael R. Rosinus  
	 
      	 
      	
                            Name:

                          	Michael
      R. Rosinus  
	 
      	 
      	
                            Title:

                          	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            Investor
      Address:

                          
	 
      	
                             

                          
	 
      	
                             

                          
	 
      	
                             

                          
	 
      	
                             

                          


                  

                

              

            

          

        

      

    

     

    [Signature
Page to Securities Purchase Agreement]
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	 
      	 
      	
                        KEEFE
      VENTURES FUND LP

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        KEEFE
      VENTURES, LLC

                      
	 
      	
                        Its:

                      	
                        General
      Partner

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	/s/
      John J. Lyons  
	 
      	 
      	
                        Name:

                      	
                        John
      J. Lyons

                      
	 
      	 
      	
                        Title:

                      	
                        President

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Investor
      Address:

                      
	 
      	
                         

                      
	 
      	
                         

                      
	 
      	
                         

                      
	 
      	
                         
      

                      


              

            

          

        

      

    

     

    [Signature
Page to Securities Purchase Agreement]
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 
      	
                  ALDEN
      GLOBAL VALUE RECOVERY MASTER FUND, L.P.

                   

                  By:
      AGVRF Master GP, LLC

                  By:
      Alden Global Capital, its Service Provider

                
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/
      Jim
      Plohg  
	 
      	 
      	
                  Name:

                	
                  Jim
      Plohg

                
	 
      	 
      	
                  Title:

                	
                  Vice
      President

                
	 
      	 
      	 
      	 
      
	 
      	
                  Investor
      Address:

                
	 
      	
                  885
      Third Avenue, 34th Floor

                
	 
      	
                  New
      York, NY 10022

                


        

      

    

     

    [Signature
Page to Securities Purchase Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	 
      	 
      	
                          COUGAR
      TRADING, LLC

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	/s/
      Emanuel E. Geduld  
	 
      	 
      	
                          Name:

                        	Emanuel E.
      Geduld  
	 
      	 
      	
                          Title:

                        	Senior
      Managing Member  
	 
      	 
      	 
      	 
      
	 
      	
                          Investor
      Address:

                        
	 
      	
                           

                        
	 
      	
                           

                        
	 
      	
                           

                        
	 
      	
                           
      

                        


                

              

            

          

        

      

    

     

    [Signature
Page to Securities Purchase Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A:  Form of Opinion of Counsel

     

    ____________
[●], 2010

     

    To the
Investors listed on Schedule A

    attached
hereto

     

    Ladies
and Gentlemen:

     

    We have
acted as counsel to Cascade Bancorp, an Oregon corporation (the “Company”), for purposes of
rendering an opinion of counsel in connection with the Company’s issuance on the
date hereof to the Investors listed on Schedule A attached hereto (collectively,
the “Investors” and
each individually, an “Investor”) of  [●]
shares of common stock, no par value, of the Company (the “Common Stock”) pursuant to
Securities Purchase Agreements, dated as of [    ], 2010,
between the Company and each Investor (the “Agreements”) (the “Offering”).   This
opinion is being furnished in connection with Closing of the transactions
contemplated by the Agreement.  Capitalized terms used herein which are not
otherwise defined shall have the meanings given to them in the
Agreements.

     

    The law
covered by the opinions expressed herein is limited to Oregon Revised Statute
and the federal laws of the United States of America.

    


    This
opinion letter is to be interpreted in accordance with the Guidelines for the
Preparation of Closing Opinions issued by the Committee on Legal Opinions of the
American Bar Association’s Business Law Section as published in 57 Business
Lawyer 875 (February 2002) and the State on the Role of Customary Practice in
the Preparation and Understanding of Third-Party Legal Opinions published in 63
The Business Lawyer 1277 (August 2008).

     

    
      	
              A.

            	
              Assumptions

            


    

     

    For
purposes of this opinion letter, we have relied with your permission on the
following assumptions:

     

    
      	
              A-1

            	
              As
      to matters of fact material to the opinions expressed herein, we have
      relied upon the statements or certificates of the Company and you pursuant
      to the Agreement and upon certificates and statements of government
      officials and of officers of the Company. In addition, we have examined
      originals or copies of documents, corporate records and other writings
      that we consider relevant for the purposes of this opinion. In such
      examination, we have assumed that the signatures on documents and
      instruments examined by us are authentic, that each is what it purports to
      be, and that all documents and instruments submitted to us as copies or
      facsimiles conform with the originals, which facts we have not
      independently verified.

            


    


    
      
         


      

      
        Exhibit
A – 1

        
          

        

      

      
         


      

    

     

    
      	
              A-2

            	
              In
      making our examination of documents, we have further assumed that (i) each
      party to such documents (other than the Company in connection with the
      Agreement) had the power, legal competence and capacity to enter into and
      perform all of such party’s obligations thereunder, (ii) each party to
      such documents (other than the Company in connection with the Agreement)
      has duly authorized, executed and delivered such documents, (iii) each of
      such documents is enforceable against and binding upon the parties thereto
      (other than the Company in connection with the Agreement), (iv) there is
      no fact or circumstance relating to you or your business that might
      prevent you from enforcing any of the rights provided for in the
      Agreement, (v) there has not been any mutual mistake of fact or
      misunderstanding, fraud, duress or undue influence, (vi) the conduct of
      the parties to the Agreement has complied with any requirement of good
      faith, fair dealing and conscionability, and (vi) you, and any agent
      acting for you in connection with the transactions contemplated by the
      Agreement, have acted in good faith and without notice of any defense
      against the enforcement of any rights created by the Agreement. We have
      also assumed that there are no extrinsic agreements or understandings
      among the parties to the Agreement that would modify or interpret the
      terms of the Agreement or the respective rights or obligations of the
      parties thereunder.

            


    

     

    
      
        	
                B.

              	
                Opinions

              


      

    

     

    Based
upon the foregoing, and subject to the assumptions, exceptions, limitations and
qualifications stated herein, it is our opinion that:

     

    
      
        	
                B-1

              	
                The
      Company has been duly organized and is validly existing as a corporation
      under the laws of the State of
Oregon.

              


      

    

     

    
      
        	
                B-2

              	
                All
      of the issued shares of capital stock of the Company, including the shares
      of Common Stock issued pursuant to the Agreement, have been duly
      authorized and, when issued
      pursuant to the Agreement upon receipt of the consideration provided for
      therein, will be validly issued, fully paid and
    nonassessable.

              


      

    

     

    
      
        	
                B-3

              	
                It
      is not necessary to register the shares of Common Stock issued pursuant to
      the Agreement under the Securities
      Act of 1933 in connection with the offer, sale and delivery of the shares
      of Common Stock by the Company to the Investors in accordance with
      the Agreement. 

              


      

    

     

    
      
        	
                B-4

              	
                The
      Company’s authorized equity capitalization consists of [●] shares of
      common stock and [●] shares of
      preferred stock, no par value. 


              


      

    

     

    
      
        	
                B-5

              	
                The
      Company has the requisite corporate power and authority to execute and
      deliver the Agreement and to perform its obligations thereunder and to
      consummate the transactions contemplated thereby.  The Agreement
      has been duly
      authorized, executed and delivered by the Company and constitutes the
      legal, valid and binding obligation of the Company enforceable against the
      Company in accordance with its terms.


              


      

    


    
      
         


      

      
        Exhibit
A – 2

        
          

        

      

      
         


      

    

     

    
      
        	
                B-6

              	
                The
      sale and issuance of the shares of Common Stock will not be subject to any
      preemptive rights, rights of first offer or similar rights of any person
      under (a) the certificate of incorporation of the Company as currently in
      effect (the “Charter”), (b) the
      bylaws of the Company as currently in effect (the “Bylaws”), or (c) any
      Company Significant Agreement.

              


      

    

     

    
      
        	
                B-7

              	
                The
      sale and issuance of the Common Stock, in accordance with the Agreement
      and the execution, delivery and performance by the Company of its
      obligations under the Agreement will not violate (a) the Charter, (b) the
      Bylaws, (c) applicable laws of the State of Oregon, (d) applicable federal
      laws of the United States or (e) any Company Significant
      Agreement.

              


      

    

     

    
      
        	
                B-8

              	
                No
      consent, approval, authorization or order of, or filing with, any Federal
      or Oregon governmental authority or regulatory body is required to be
      obtained or made by the Company for the consummation by the Company of the
      transactions contemplated by the Agreement, including, without limitation,
      each Other Private Placement, in connection with the offering, issuance
      and sale of the Common Stock, except for the filing of a Form D pursuant
      to federal and applicable state blue sky laws and such as have been
      obtained.

              


      

    

     

    
      
        	
                B-9

              	
                The
      only vote of the shareholders of the Company required to approve (i) the
      amendment of the Articles of Incorporation to increase the number of
      authorized shares of Common Stock to at least such number as shall be
      sufficient to permit the issuance of Common Stock contemplated by the
      Agreement and the Other Securities Purchase Agreements is that more votes
      are cast for such proposal than are cast against such proposal and (ii)
      the issuance of such authorized shares of Common Stock for purposes of
      rule 5635 of NASDAQ’s listing rules is a majority of the votes cast on
      such proposal.

              


      

    

     

    
      
        	
                B-10 

              	
                The
      certificate of amendment to the Company’s Articles of Incorporation
      relating to the increase in the number of authorized shares of Common
      Stock as described in B-9 above has been duly approved by the requisite
      vote of the Company’s shareholders and has been duly filed with the
      Secretary of State of the State of Oregon and is effective as an amendment
      to the Company’s Articles of
Incorporation.

              


      

    

     

    
      	
              C.

            	
              Qualifications

            


    

     

    
      	
              C-1

            	
              In
      giving our opinion in B-1 with respect to the valid existence of the
      Company, we are relying solely and without independent investigation on
      our review and examination of the certificate of the Secretary of State of
      the State of Oregon.

            


    

     

    
      	
              C-2

            	
              Insofar as
      performance by the Company of its obligations under the Agreement is
      concerned, we express no opinion as to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors’ rights and to general
      equitable principles, whether considered in proceedings at law or
      equity.

            


    


    
      
         


      

      
        Exhibit
A – 3

        
          

        

      

      
         


      

    

     

    
      	
              D.

            	
              Exclusions

            


    

     

    In
addition to the foregoing, the opinions expressed above are specifically subject
to the following exclusions:

     

    
      	
              D-1

            	
              We
      have assumed, and express no opinion with respect to, (a) the correctness,
      accuracy and completeness of representations and warranties made by you
      and set forth in the Agreement or otherwise made, orally or in writing, in
      connection with the offering of the Common Stock and (b) the validity of
      any wire transfers, drafts or checks tendered by
  you.

            


    

     

    
      	
              D-2

            	
              We
      express no opinion as to whether the members of the Company’s Board of
      Directors have complied with their fiduciary duties in connection with the
      authorization and performance of the
Agreement.

            


    

     

    The
opinions set forth in Part B may be relied upon by you only in connection with
the Agreement and the transactions described therein, and may not be used or
relied upon by you for any other purpose or by any other person for any purpose
whatsoever without, in each instance, our prior written consent.

     

    This
letter speaks as of the time of its delivery on the date set forth herein. We
undertake no obligation to advise you as to subsequent occurrences or
discoveries.

    


    
      
        	 
      	
                Very
      truly yours,

              
	 
      	 
      
	 
      	
                Davis
      Wright Tremaine LLP

              


      

    


    
      
         


      

      
        Exhibit
A – 4

        
          

        

      

      
         


      

    


    EXHIBIT
B:  Form of Officer’s Certificate from the Company

     

    OFFICER’S
CERTIFICATE

     

    _______________
[●], 2010

    


    The
undersigned, the Chief Executive Officer of Cascade Coast Bancorp, an Oregon
corporation (the “Company”), pursuant to
Section 1.2(b)(1)(viii) of the Securities Purchase Agreement, dated as of
[__________], 2010 (the “Agreement”) between the
Company and [•] (the “Investors”), hereby certifies
to the Investor that:

     

    1. 
         The Company has performed
all obligations required to be performed by it at or prior to or
contemporaneously with the Closing under the Agreement.

     

    2. 
         The representations and
warranties of the Company set forth in Section 2.2 and Section 4.5 of the
Agreement were true and correct in all respects as of the date of the Agreement
and are true and correct as of the Closing (except to the extent such
representations and warranties are made as of a specific date, in which case
such representations and warranties were true and correct in all respects as of
such date).

     

    Capitalized
terms used but not defined herein shall have the meanings given to such terms in
the Agreement.

    


    [Signature
Page Follows]

     

    Exhibit
B

    [Company
Officer’s Certificate]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned has executed and delivered this certificate
solely in such respective capacity and not in an individual capacity as of this
___ day of ___________, 2010.

     

    
      
        
          	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:  Patricia
      L. Moss

                
	 
      	 
      	
                  Title:  Chief
      Executive Officer

                


        

      

    

     

    Exhibit
B


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
C:  Form of Registration Rights Agreement

     

    Exhibit
C

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    CASCADE
BANCORP

     

    REGISTRATION
RIGHTS AGREEMENT

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Table of
Contents

    


    
      
        
          
            
              
                	      	 
      	
                        Page

                      
	 
      	 
      
	
                        SECTION
      1 DEFINITIONS

                      	
                        1

                      
	 
      	 
      	 
      
	
                        1.1

                      	
                        Certain
      Definitions

                      	
                        1

                      
	 
      	 
      
	
                        SECTION
      2 Registration

                      	
                        3

                      
	 
      	 
      	 
      
	
                        2.1

                      	
                        Registration

                      	
                        3

                      
	
                        2.2

                      	
                        Expenses
      of Registration

                      	
                        5

                      
	
                        2.3

                      	
                        Obligations
      of the Company

                      	
                        5

                      
	
                        2.4

                      	
                        Suspension
      of Sales

                      	
                        8

                      
	
                        2.5

                      	
                        Termination
      of Registration Rights

                      	
                        8

                      
	
                        2.6

                      	
                        Free
      Writing Prospectuses

                      	
                        9

                      
	
                        2.7

                      	
                        Indemnification.

                      	
                        9

                      
	
                        2.8

                      	
                        Assignment
      of Registration Rights

                      	
                        10

                      
	
                        2.9

                      	
                        Holdback

                      	
                        10

                      
	
                        2.10

                      	
                        Rule
      144; Rule 144A Reporting

                      	
                        10

                      
	
                        2.11

                      	
                        Forfeiture

                      	
                        11

                      
	 	 
	
                        SECTION
      3 Miscellaneous

                      	
                        11

                      
	 
      	 
      	 
      
	
                        3.1

                      	
                        Governing
      Law

                      	
                        11

                      
	
                        3.2

                      	
                        Waiver
      of Jury Trial

                      	
                        11

                      
	
                        3.3

                      	
                        Successors
      and Assigns

                      	
                        11

                      
	
                        3.4

                      	
                        Entire
      Agreements Amendment; Waiver

                      	
                        12

                      
	
                        3.5

                      	
                        Additional
      Parties

                      	
                        12

                      
	
                        3.6

                      	
                        Notices,
      Etc

                      	
                        12

                      
	
                        3.7

                      	
                        Delays
      or Omissions

                      	
                        12

                      
	
                        3.8

                      	
                        Rights;
      Separability

                      	
                        12

                      
	
                        3.9

                      	
                        Information
      Confidential

                      	
                        12

                      
	
                        3.10

                      	
                        Expenses

                      	
                        13

                      
	
                        3.11

                      	
                        Legend
      on Certificates

                      	
                        13

                      
	
                        3.12

                      	
                        Captions

                      	
                        13

                      
	
                        3.13

                      	
                        Counterparts;
      Facsimile

                      	
                        13

                      


              

            

          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    REGISTRATION
RIGHTS AGREEMENT

     

    THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”)
is made and entered into as of the ____ day of _____________, 2010 by and among
Cascade Bancorp, an Oregon corporation (the “Company”),
and the persons identified on the signature pages hereof (the “Shareholders”).

     

    Recitals

     

    WHEREAS, the Shareholders have
entered into separate Securities Purchase Agreements with the Company
(collectively, the “Securities
Purchase Agreements”), pursuant to which each Shareholder has purchased
shares of common stock of the Company (the “Common
Stock”); and

     

    WHEREAS, as a condition to the
closing of the Shareholders’ acquisition of the Common Stock pursuant to the
Securities Purchase Agreements, the Shareholders and the Company have agreed to
enter into this Registration Rights Agreement.

     

    NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, all parties
hereto agree as follows:

     

    SECTION
1


     

    DEFINITIONS

     

    1.1          Certain
Definitions.  As used in this
Agreement, the following terms shall have the following respective
meanings:

     

    “Affiliate”
means, with respect to any person, any person directly or indirectly
controlling, controlled by or under common control with, such other
person.  For purposes of this definition, “control” (including, with
correlative meanings, the terms “controlled by” and “under common control with”)
when used with respect to any person, means the possession, directly or
indirectly, of the power to cause the direction of management and/or policies of
such person, whether through the ownership of voting securities, by contract or
otherwise or for purposes of the Bank Holding Company Act of 1956, as amended or
the Change in Bank Control Act of 1978, as amended;

     

    “Holder”
means any Shareholder and any other holder of Registrable Securities to whom the
registration rights conferred by this Agreement have been transferred in
compliance with Section 2.8
hereof.

     

    “Holders’
Counsel” means one counsel for the selling Holders chosen by Holders
representing a majority interest in the Registrable Securities being
registered.


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    

     

    “Register,”
“registered,”
and “registration”
shall refer to a registration effected by preparing and filing (a) a
registration statement in compliance with the Securities Act and applicable
rules and regulations thereunder, and the declaration or ordering of
effectiveness of such registration statement or (b) a prospectus and/or
prospectus supplement in respect of an appropriate effective registration
statement on Form S-3 or other form approved by the holders of a majority of
Registrable Securities available for sales of securities pursuant to Rule 415
under the Securities Act.

     

    “Registrable
Securities” means (A) all Common Stock held by the Holders from time
to time, and (B) any equity securities issued or issuable directly or
indirectly with respect to the securities referred to in the foregoing clause
(A) by way of conversion, exercise or exchange thereof or stock dividend or
stock split or in connection with a combination of shares, recapitalization,
reclassification, merger, amalgamation, arrangement, consolidation or other
reorganization, provided that, once issued,
such securities will not be Registrable Securities when (i) they are sold
pursuant to an effective registration statement under the Securities Act,
(ii) they shall have ceased to be outstanding; or (iii) they have been sold
in a private transaction in which the transferor’s rights under this Agreement
are not assigned to the transferee of the securities.  No Registrable
Securities may be registered under more than one registration statement at one
time.

     

    “Registration
Expenses” means all expenses incurred by the Company in effecting any
registration pursuant to this Agreement (whether or not any registration or
prospectus becomes effective or final) or otherwise complying with its
obligations under this Agreement, including, without limitation, all
registration, filing and listing fees (including filings made with the Financial
Industry Regulatory Authority), printing expenses (including printing of
prospectuses and certificates for the securities), the Company’s expenses for
messenger and delivery services and telephone, fees and disbursements of counsel
for the Company, blue sky fees and expenses, expenses incurred by the Company in
connection with any “road show,” the fees and disbursements of Holders’ Counsel,
and expenses of the Company’s independent accountants in connection with any
regular or special reviews or audits incident to or required by any such
registration, but shall not include Selling Expenses and the compensation of
regular employees of the Company, which shall be paid in any event by the
Company.

     

    “Rule 144,”
“Rule
144A,” “Rule 158,”
“Rule
159A,” “Rule 405”
and “Rule
415” mean, in each case, such rule promulgated under the Securities Act
(or any successor provision), as the same shall be amended from time to
time.

     

    “Scheduled
Black-out Period” means the period from and including the last day of a
fiscal quarter of the Company to and including the business day after the day on
which the Company publicly releases its earnings for such fiscal
quarter.

     

    “SEC” means
the Security and Exchange Commission.

     

    “Securities
Act” means the Securities Act of 1933, as amended, or any successor
statute.

     

    
      “Selling
Expenses” means all discounts, selling commissions and stock transfer
taxes applicable to the sale of Registrable Securities and fees and
disbursements of counsel for any Holder (other than the fees and disbursements
of Holders’ Counsel included in Registration Expenses), other than $25,000 of
fees and disbursements of Holders’ Counsel, which shall be reimbursed by the
Company pursuant to Section 2.2.

    

     

    
      
         


      

      
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    SECTION
2

     

    REGISTRATION

     

    2.1          
Registration.  Subject to the terms
and conditions of this Agreement, the Company covenants and agrees that as
promptly as practicable after the date of this Agreement (and in any event no
later than the date that is 30 days after the date hereof (the “Registration
Deadline”)), the Company shall have prepared and filed with the SEC a
Shelf Registration Statement (defined below) covering all Registrable Securities
(or otherwise designate an existing Shelf Registration Statement filed with the
SEC to cover the Registrable Securities), and, to the extent the Shelf
Registration Statement has not theretofore been declared effective or is not
automatically effective upon such filing, the Company shall use reasonable best
efforts to cause such Shelf Registration Statement to be declared or become
effective not later than the Registration Deadline and to keep such Shelf
Registration Statement continuously effective and in compliance with the
Securities Act and usable for resale of such Registrable Securities for a period
from the date of its initial effectiveness until such time as there are no
Registrable Securities remaining (including by refiling such Shelf Registration
Statement (or a new Shelf Registration Statement) if the initial Shelf
Registration Statement expires).  If the Company is a well-known seasoned
issuer (as defined in Rule 405 under the Securities Act) at the time of filing
of the Shelf Registration Statement with the SEC, such Shelf Registration
Statement shall be designated by the Company as an automatic Shelf Registration
Statement.

     

    (a)           Any
registration pursuant to this Section 2.1 shall be effected by means of a shelf
registration under the Securities Act (a “Shelf
Registration Statement”) in accordance with the methods and distribution
set forth in the Shelf Registration Statement and Rule 415.  If the
Shareholders or any other Holder of Registrable Securities to whom the
registration rights conferred by this Agreement have been transferred in
compliance with this Agreement intends to distribute any Registrable Securities
by means of an underwritten offering it shall promptly so advise the Company and
the Company shall take all reasonable steps to facilitate such distribution,
including the actions required pursuant to Section 2.3; provided, that the Company
shall not be required to facilitate an underwritten offering of Registrable
Securities unless the expected gross proceeds from such offering exceed
$1,000,000.  The lead underwriters in any such distribution shall be
selected by the holders of a majority of the Registrable Securities to be
distributed and be reasonably acceptable to the Company.


    (b)           The
Company shall not be required to effect a registration (including a resale of
Registrable Securities from an effective Shelf Registration Statement) or an
underwritten offering pursuant to this Section
2:  (i) with respect to securities that are not Registrable
Securities; (ii) during any Scheduled Black-out Period; or (iii) if the Company
has notified the Shareholders and all other Holders that in the good faith
judgment of the Board of Directors, it would be materially detrimental to the
Company or its security holders for such registration or underwritten offering
to be effected at such time, in which event the Company shall have the right to
defer such registration or underwritten offering for a period of not more than
30 days after receipt of the request of the Shareholders or any other Holder;
provided that such
right to delay a registration or underwritten offering shall be exercised by the
Company (A) only if the Company has generally exercised (or is concurrently
exercising) similar black-out rights against holders of similar securities that
have registration rights and (B) not more than twice in any 12-month period and
not more than 60 days in the aggregate in any 12-month period.

     

    
      
        
           


        

        
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    (c)           After
the Closing Date, whenever the Company proposes to register any of its equity
securities, other than a registration pursuant to Section 2.1 or a Special
Registration, and the registration form to be filed may be used for the
registration or qualification for distribution of Registrable Securities, the
Company will give prompt written notice to the Shareholders and all other
Holders of its intention to effect such a registration (but in no event less
than 15 days prior to the anticipated filing date) and (subject to Section
2.1(e)) will include in such registration all Registrable Securities with
respect to which the Company has received written requests for inclusion therein
within ten business days after the date of the Company’s notice (a “Piggyback
Registration”).  Any such person that has made such a written
request may withdraw its Registrable Securities from such Piggyback Registration
by giving written notice to the Company and the managing underwriter, if any, on
or before the fifth day prior to the planned effective date of such Piggyback
Registration. The Company may terminate or withdraw any registration under this
Section 2.1(c)
prior to the effectiveness of such registration, whether or not the Shareholders
or any other Holders have elected to include Registrable Securities in such
registration.  “Special
Registration” means the registration of (i) equity securities and/or
options or other rights in respect thereof solely registered on Form S-4 or Form
S-8 (or successor form) or (ii) shares of equity securities and/or options or
other rights in respect thereof to be offered to directors, members of
management, employees, consultants, customers, lenders or vendors of the Company
or its subsidiaries or in connection with dividend reinvestment
plans.

     

    (d)           If
the registration referred to in Section 2.1(c) is proposed to
be underwritten, the Company will so advise the Shareholders and all other
Holders as a part of the written notice given pursuant to Section 2.1(c).  In such
event, the right of the Shareholders and all other Holders to registration
pursuant to this Section 2 will be conditioned upon such persons’ participation
in such underwriting and the inclusion of such persons’ Registrable Securities
in the underwriting, and each such person will (together with the Company and
the other persons distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company.  If any
participating person disapproves of the terms of the underwriting, such person
may elect to withdraw therefrom by written notice to the Company, the managing
underwriter and the Holders.


    (e)           The
Company represents and warrants that it has not granted to any holder of its
securities and agrees that it shall not grant “piggyback” registration rights to
one or more third parties to include their securities in the Shelf Registration
Statement or in an underwritten offering under the Shelf Registration Statement
pursuant to Section 2.1(a).  If a
Piggyback Registration under Section 2.1(c) relates to an
underwritten primary offering on behalf of the Company, and the managing
underwriters advise the Company that in their reasonable opinion the number of
securities requested to be included in such offering exceeds the number which
can be sold without adversely affecting the marketability of such offering
(including an adverse effect on the per share offering price), the Company will
include in such registration or prospectus only such number of securities that
in the reasonable opinion of such underwriters can be sold without adversely
affecting the marketability of the offering (including an adverse effect on the
per share offering price), which securities will be so included in the following
order of priority: (i) first, in the case of a Piggyback Registration under
Section 2.1(c),
the securities the Company proposes to sell, (ii) second, Registrable Securities
of the Shareholders and all other Holders who have requested registration of
Registrable Securities pursuant to Section 2.1(a) or 2.1(c) of this
Agreement, as applicable, pro
rata on the basis of the aggregate number of such securities or shares
proposed to be sold by each such Holder and (iii) third, any other securities of
the Company that have been requested to be so included, subject to the terms of
this Agreement.

     

    
      
        
           


        

        
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    2.2          Expenses
of Registration.  All Registration
Expenses incurred in connection with any registration, qualification or
compliance hereunder shall be borne by the Company.  The Company shall bear
its internal expenses (including, without limitation, all salaries and expenses
of their officers and employees performing legal, accounting or other duties)
and expenses of any person, including special experts, retained by the
Company.  The Company shall also reimburse the Shareholders for the
reasonable fees and disbursements of legal counsel to the Shareholders in an
amount not to exceed $25,000 per registration.  All Selling Expenses
incurred in connection with any registrations hereunder shall be borne by the
holders of the securities so registered pro rata on the basis of the
aggregate offering or sale price of the securities so registered.

     

    2.3          Obligations
of the Company.  The Company shall use
its reasonable best efforts for so long as there are Registrable Securities
outstanding, to take such actions as are under its control to remain a
well-known seasoned issuer (as defined in Rule 405 under the Securities Act) if
it becomes eligible for such status in the future (and not become an ineligible
issuer (as defined in Rule 405 under the Securities Act)).  In addition,
whenever required to effect the registration of any Registrable Securities or
facilitate the distribution of Registrable Securities pursuant to an effective
Shelf Registration Statement, the Company shall, as expeditiously as reasonably
practicable:

     

    (a)           Prepare
and file with the SEC a prospectus supplement with respect to a proposed
offering of Registrable Securities pursuant to an effective registration
statement, subject to this Section 2.3, and keep such
registration statement effective or such prospectus supplement current until the
securities described therein are no longer Registrable Securities.

     

    (b)           Prepare
and file with the SEC such amendments and supplements to the applicable
registration statement and the prospectus or prospectus supplement used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.

     

    (c)           Furnish
to the Holders and any underwriters such number of copies of the applicable
registration statement and each such amendment and supplement thereto (including
in each case all exhibits) and of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned or to be distributed by
them.

     

    
      
        
           


        

        
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    (d)           Use
its reasonable best efforts to register and qualify the securities covered by
such registration statement under such other securities or blue sky laws of such
jurisdictions as shall be reasonably requested by the Holders or any managing
underwriter(s), to keep such registration or qualification in effect for so long
as such registration statement remains in effect, and to take any other action
which may be reasonably necessary to enable such seller to consummate the
disposition in such jurisdictions of the securities owned by such Holder; provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions.

     

    (e)           Notify
each Holder at any time when a prospectus relating thereto is required to be
delivered under the Securities Act of the happening of any event as a result of
which the applicable prospectus, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing.

     

    (f)           Give
written notice to the Holders:

     

    (i)           When
any registration statement filed pursuant to Section 2  or any amendment
thereto has been filed with the SEC (except for any amendment effected by the
filing of a document with the SEC pursuant to the Securities Exchange Act of
1934 (the “Exchange
Act”)) and when such registration statement or any post-effective
amendment thereto has become effective;

     

    (ii)          of
any request by the SEC for amendments or supplements to any registration
statement or the prospectus included therein or for additional
information;

     

    (iii)         of
the issuance by the SEC of any stop order suspending the effectiveness of any
registration statement or the initiation of any proceedings for that
purpose;

     

    (iv)         of
the receipt by the Company or its legal counsel of any notification with respect
to the suspension of the qualification of the Common Stock for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose;

     

    (v)           of
the happening of any event that requires the Company to make changes in any
effective registration statement or the prospectus related to the registration
statement in order to make the statements therein not misleading (which notice
shall be accompanied by an instruction to suspend the use of the prospectus
until the requisite changes have been made); and

     

    (vi)           if
at any time the representations and warranties of the Company contained in any
underwriting agreement contemplated by Section 2.3(j) cease to be true
and correct.

     

    
      
        
        

      

      
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    (g)           Use
its reasonable best efforts to prevent the issuance or obtain the withdrawal of
any order suspending the effectiveness of any registration statement referred to
in Section 2.3(f)(iii) at the
earliest practicable time.

     

    (h)           Upon
the occurrence of any event contemplated by Section 2.3(e) or 2.3(f)(v),
promptly prepare a post-effective amendment to such registration statement or a
supplement to the related prospectus or file any other required document so
that, as thereafter delivered to the Holders and any underwriters, the
prospectus will not contain an 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.  If the
Company notifies the Holders in accordance with Section 2.3(f)(v) to suspend
the use of the prospectus until the requisite changes to the prospectus have
been made, then the Holders and any underwriters shall suspend use of such
prospectus and use their reasonable best efforts to return to the Company all
copies of such prospectus (at the Company’s expense) other than permanent file
copies then in such Holder’s or underwriter’s possession.  The total number
of days that any such suspension may be in effect in any 180-day period shall
not exceed 30 days.

     

    (i)      
     Use best efforts to procure the cooperation of the
Company’s transfer agent in settling any offering or sale of Registrable
Securities, including with respect to the transfer of physical stock
certificates into book-entry form in accordance with any procedures reasonably
requested by the Holders or any managing underwriter(s).

     

    (j)      
     If an underwritten offering is requested pursuant
to Section 2.1(a),
enter into an underwriting agreement in customary form, scope and substance and
take all such other actions reasonably requested by the Holders of a majority of
the Registrable Securities being sold in connection therewith or by the managing
underwriter(s), if any, to expedite or facilitate the underwritten disposition
of such Registrable Securities, and in connection therewith in any underwritten
offering (including making members of management and executives of the Company
available to participate in “road shows,” similar sales events and other
marketing activities), (i) make such representations and warranties to the
Holders that are selling shareholders and the managing underwriter(s), if any,
with respect to the business of the Company and its subsidiaries, and the Shelf
Registration Statement, prospectus and documents, if any, incorporated or deemed
to be incorporated by reference therein, in each case, in customary form,
substance and scope, and, if true, confirm the same if and when requested, (ii)
furnish the underwriters with opinions of counsel to the Company, addressed to
the managing underwriter(s), if any, covering the matters customarily covered in
such opinions requested in underwritten offerings, (iii) obtain “comfort”
letters from the independent certified public accountants of the Company (and,
if necessary, any other independent certified public accountants of any business
acquired by the Company for which financial statements and financial data are
included in the Shelf Registration Statement) who have certified the financial
statements included in such Shelf Registration Statement, addressed to each of
the managing underwriter(s), if any, such letters to be in customary form and
covering matters of the type customarily covered in “comfort” letters, (iv) if
an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures customary in underwritten offerings,
and (v) deliver such documents and certificates as may be reasonably requested
by the Holders of a majority of the Registrable Securities being sold in
connection therewith, their counsel and the managing underwriter(s), if any, to
evidence the continued validity of the representations and warranties made
pursuant to clause (i) above and to evidence compliance with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Company.


    
      
         


      

      
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    (k)           Make
available for inspection by a representative of Holders that are selling
shareholders, the managing underwriter(s), if any, and any attorneys or
accountants retained by such Holders or managing underwriter(s), at the offices
where normally kept, during reasonable business hours, financial and other
records, pertinent corporate documents and properties of the Company, and cause
the officers, directors and employees of the Company to supply all information
in each case reasonably requested (and of the type customarily provided in
connection with due diligence conducted in connection with a registered public
offering of securities) by any such representative, managing underwriter(s),
attorney or accountant in connection with such Shelf Registration
Statement.

     

    (l)        
   Cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed or, if no similar securities issued by the Company are then listed on any
securities exchange, use its reasonable best efforts to cause all such
Registrable Securities to be listed on the New York Stock Exchange or NASDAQ, as
determined by the Company.

     

    (m)          If
requested by Holders of a majority of the Registrable Securities being
registered and/or sold in connection therewith, or the managing underwriter(s),
if any, promptly include in a prospectus supplement or amendment such
information as the Holders of a majority of the Registrable Securities being
registered and/or sold in connection therewith or managing underwriter(s), if
any, may reasonably request in order to permit the intended method of
distribution of such securities and make all required filings of such prospectus
supplement or such amendment as soon as practicable after the Company has
received such request.

     

    (n)           Timely
provide to its Shareholders earning statements satisfying the provisions of
Section 11(a) of
the Securities Act and Rule 158 thereunder.

     

    2.4          Suspension
of Sales.  During any Scheduled
Black-out Period and upon receipt of written notice from the Company that a
registration statement, prospectus or prospectus supplement contains or may
contain an untrue statement of a material fact or omits or may omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading or that circumstances exist that make inadvisable use of
such registration statement, prospectus or prospectus supplement, each Holder of
Registrable Securities shall forthwith discontinue disposition of Registrable
Securities until termination of such Scheduled Black-out Period or until such
Holder has received copies of a supplemented or amended prospectus or prospectus
supplement, or until such Holder is advised in writing by the Company that the
use of the prospectus and, if applicable the prospectus supplement may be
resumed.  The total number of days that any such suspension may be in
effect in any 180-day period shall not exceed 30 days.

     

    2.5          Termination
of Registration Rights.  A Holder’s
registration rights as to any securities held by such Holder (and its
Affiliates, partners, members and former members) shall not be available unless
such securities are Registrable Securities.

     

    
      
        
        

      

      
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    2.6          Free
Writing Prospectuses.  No Holder shall use
any free writing prospectus (as defined in Rule 405) in connection with the sale
of Registrable Securities without the prior written consent of the
Company.

     

    2.7          Indemnification.

     

    (a)           The
Company agrees to indemnify each Holder and, if a Holder is a person other than
an individual, such Holder’s officers, directors, members, managers, employees,
agents, representatives and Affiliates, and each person, if any, that controls a
Holder within the meaning of the Securities Act (each, an “Indemnitee”),
against any and all Losses, joint or several, arising out of or based upon any
untrue statement or alleged untrue statement of material fact contained in any
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto or any documents
incorporated therein by reference or contained in any free writing prospectus
(as such term is defined in Rule 405) prepared by the Company or authorized by
it in writing for use by such Holder (or any amendment or supplement thereto);
or any omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, that the Company
shall not be liable to such Indemnitee in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon (i) an untrue statement or omission
made in such registration statement, including any such preliminary prospectus
or final prospectus contained therein or any such amendments or supplements
thereto or contained in any free writing prospectus (as such term is defined in
Rule 405) prepared by the Company or authorized by it in writing for use by such
Holder (or any amendment or supplement thereto), in reliance upon and in
conformity with information regarding such Indemnitee or its plan of
distribution or ownership interests which was furnished in writing to the
Company by such Indemnitee for use in connection with such registration
statement, including any such preliminary prospectus or final prospectus
contained therein or any such amendments or supplements thereto, or
(ii)  offers or sales effected by or on behalf such Indemnitee “by
means of” (as defined in Rule 159A) a “free writing prospectus” (as defined in
Rule 405) that was not authorized in writing by the Company.


    (b)           If
the indemnification provided for in Section 2.7(a) is unavailable
to an Indemnitee with respect to any Losses or is insufficient to hold the
Indemnitee harmless as contemplated therein, then the Company, in lieu of
indemnifying such Indemnitee, shall contribute to the amount paid or payable by
such Indemnitee as a result of such Losses in such proportion as is appropriate
to reflect the relative fault of the Indemnitee, on the one hand, and the
Company, on the other hand, in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable
considerations.  The relative fault of the Company, on the one hand, and of
the Indemnitee, on the other hand, shall be determined by reference to, among
other factors, whether the untrue statement of a material fact or omission to
state a material fact relates to information supplied by the Company or by the
Indemnitee and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission; the Company
and each Holder agree that it would not be just and equitable if contribution
pursuant to this Section 2.7(b) were determined
by pro rata allocation
or by any other method of allocation that does not take account of the equitable
considerations referred to in Section 2.7(a).  No
Indemnitee guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of
the Securities Act) shall be entitled to contribution from the Company if the
Company was not guilty of such fraudulent misrepresentation.

     

    
      
        
        

      

      
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    2.8          Assignment
of Registration Rights.  The rights of a Holder
to registration of Registrable Securities pursuant to Section 2 may be assigned by
such Holder to a transferee or assignee of Registrable Securities to which there
is transferred to such transferee no less than $1,000,000 in Registrable
Securities; provided,
however, that the
transferor shall, within ten days after such transfer, furnish to the Company
written notice of the name and address of such transferee or assignee and the
number and type of Registrable Securities that are being assigned.

     

    Notwithstanding
the foregoing, the rights of a Shareholder to registration of Registrable
Securities pursuant to Section 2 may be assigned to any Affiliate of the
Shareholder (including without limitation any Affiliated fund) under common
control with the Shareholder's ultimate parent, general partner or investment
advisor or (B) any limited partner or shareholder of the Shareholder or
limited partner or shareholder of the Shareholder's Affiliates to which
there is transferred any Registrable Securities, regardless of amount; provided, however, that the transferor
shall, within ten days after such transfer, furnish to the Company written
notice of the name and address of such transferee or assignee and the number and
type of Registrable Securities that are being assigned.

     

    2.9          Holdback. With respect to any
underwritten offering of Registrable Securities by the Shareholders or other
Holders pursuant to Section 2.1, the Company agrees not to effect (other than
pursuant to such registration or pursuant to a Special Registration) any public
sale or distribution, or to file any Shelf Registration Statement (other than
such registration or a Special Registration) covering any of its equity
securities, or any securities convertible into or exchangeable or exercisable
for such securities, during the period not to exceed 30 days prior and 90 days
following the effective date of such offering or such longer period up to 180
days as may be requested by the managing underwriter.  The Company also
agrees to cause each of its directors and senior executive officers to execute
and deliver customary lockup agreements in such form and for such time period up
to 180 days as may be requested by the managing underwriter.

     

    2.10        Rule
144; Rule 144A Reporting.  With a view to making
available to the Shareholders and other Holders the benefits of certain rules
and regulations of the SEC which may permit the sale of the Registrable
Securities to the public without registration, the Company agrees
to:

     

    (a)           make
and keep public information available, as those terms are understood and defined
in Rule 144(c)(1) or any similar or analogous rule promulgated under the
Securities Act, at all times after the effective date of this
Agreement;

     

    (b)           file
with the SEC, in a timely manner, all reports and other documents required of
the Company under the Exchange Act, and if at any time the Company is not
required to file such reports, make available, upon the request of any Holder,
such information necessary to permit sales pursuant to Rule 144A (including the
information required by Rule 144A(d)(4) and the Securities Act);

     

    
      
        
        

      

      
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    (c)           so
long as any Shareholders or other Holders own any Registrable Securities,
furnish to the Shareholders or such other Holders forthwith upon request: a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144 under the Securities Act, and of the Exchange Act; a
copy of the most recent annual or quarterly report of the Company; and such
other reports and documents as the Shareholders or other Holders may reasonably
request in availing itself of any rule or regulation of the SEC allowing it to
sell any such securities without registration; and

     

    (d)           take
such further action as any Holder may reasonably request, all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act.

     

    2.11        Forfeiture. 
At any time, any Holder may elect in writing to forfeit its rights set forth in
this Section 2 from that date forward; provided, that a Holder
forfeiting such rights shall nonetheless be entitled to participate under
Section 2.1 in any Pending Underwritten Offering to the same extent that such
Holder would have been entitled to if the Holder had not withdrawn; and provided, further, that no such
forfeiture shall terminate a Holder’s rights or obligations under Section 2.7
with respect to any prior registration or Pending Underwritten Offering. 
“Pending
Underwritten Offering” means, with respect to any Holder forfeiting its
rights pursuant to this Section 2.11, any underwritten offering of Registrable
Securities in which such Holder has advised the Company of its intent to
register its Registrable Securities either pursuant to Section 2.1(a) or Section
2.1(c)  prior to the date of such Holder’s forfeiture.

     

    SECTION
3


     

    MISCELLANEOUS

     

    3.1          Governing
Law. This Agreement will be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such
State.  The parties hereto irrevocably and unconditionally agree that any
suit or proceeding arising out of or relating to this Agreement and the
transactions contemplated hereby will be tried exclusively in the U.S. District
Court for the Southern District of New York or, if that court does not have
subject matter jurisdiction, in any state court located in The City and County
of New York and the parties agree to submit to the jurisdiction of, and to venue
in, such courts.

     

    3.2          Waiver
of Jury Trial.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

     

    3.3          Successors
and Assigns.  Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.
 

    
      
         


      

      
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    3.4          Entire
Agreements Amendment; Waiver. This Agreement constitutes the full
and entire understanding and agreement among the parties with regard to the
subjects hereof. Neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated, except by a written instrument signed by the
Company and the Holders of two-thirds of the Registrable Securities and each
Holder of at least 10% of the Company’s securities; provided, that no amendment
shall by its terms diminish or negatively affect a Holders’ rights in a manner
differently from any other Holder without such Holder’s consent.  Any such
amendment, waiver, discharge or termination shall be binding on all the Holders
of Registrable Securities, but in no event shall the obligation of any Holder of
Registrable Securities hereunder be materially increased, except upon the
written consent of such Holder of Registrable
Securities.

     

    3.5          Additional
Parties.  Any person that
acquires Registrable Securities pursuant to the terms of this Agreement and upon
execution of a signature page to this Agreement shall be deemed a Holder
hereunder. The addition of such other Holders shall not be deemed an amendment
under Section 3.4 of this Agreement and no approval of any existing Shareholder
or party to this Agreement other than the Company shall be required to effect
such action.  All Shareholders consent to the provisions of this Section
3.5.

     

    3.6          Notices,
Etc.  All notices and other
communications hereunder shall be in writing and shall be deemed duly given
(i) on the date of delivery if delivered personally, or if by facsimile,
upon written confirmation of receipt by facsimile, e-mail or otherwise,
(ii) on the first (1st)
business day following the date of dispatch if delivered utilizing a next-day
service by a recognized next-day courier service or (iii) on the earlier of
confirmed receipt or the fifth (5th)
business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid.  All notices
hereunder shall be delivered, (x) if to a Holder, as indicated on the
signature page attached hereto, or at such other address as such Holder or
permitted assignee shall have furnished to the Company in writing, or
(y) if to the Company, at [_______________________________],
Attention:  [__________], or at such other address as the Company
shall have furnished to each Holder in writing.

     

    3.7          Delays
or Omissions.  No failure or delay of
any party in exercising any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such right or power, or
any course of conduct, preclude any other or further exercise thereof or the
exercise of any other right or power.  The rights and remedies of the
parties hereunder are cumulative and are not exclusive of any rights or remedies
which they would otherwise have hereunder.  Any agreement on the part of
any party to any such waiver shall be valid only if set forth in a written
instrument executed and delivered by a duly authorized officer on behalf of such
party.

     

    3.8          Rights;
Separability.  Unless otherwise
expressly provided herein, a Holder’s rights hereunder are several rights, not
rights jointly held with any of the other Holder.  In case any provision of
the Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     

    3.9          Information
Confidential.  Each Holder
acknowledges that the information received by them pursuant hereto is
confidential and for its use only on behalf of the Company, and it will not use
such confidential information in violation of the Exchange Act or reproduce,
disclose or disseminate such information to any other person (other than its
partners, parent, subsidiaries, employees or agents having a need to know the
contents of such information, and its attorneys), except in connection with the
exercise of rights under this Agreement, unless the Company or some other party
other than the Holder has made such information available to the public
generally, or such Holder is required to disclose such information by a
governmental body (or order thereof) or pursuant to any law, statute, rule or
regulation.


    
      
         


      

      
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    3.10        Expenses.  If any action at law
or in equity is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys’ fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled.

     

    3.11        Legend
on Certificates.  Each certificate
representing any Registrable Securities shall be endorsed by the Company with a
legend reading substantially as follows:

     

    “The
Shares evidenced hereby are subject to a  Registration Rights
Agreement by and among the Company and the Holders (as defined therein) (the
“Agreement”) (a copy of which may be obtained upon written request from the
issuer), and by accepting any interest in such Shares the person accepting such
interest shall be deemed to agree to and shall become bound by all the
provisions of the Agreement.”

     

    3.12   
    Captions.  The article, section,
paragraph and clause captions herein are for convenience of reference only, do
not constitute part of this Agreement and will not be deemed to limit or
otherwise affect any of the provisions hereof.

     

    3.13       Counterparts;
Facsimile.  This Agreement may be
executed by facsimile and in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one instrument. 
Such facsimile signatures shall be deemed original signatures for all
purposes.

     

    [Signatures
Begin On Next Page]


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date and year, first above
written.

     

    
      
        
          
            
              	 
      	
                      CASCADE
      BANCORP

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      Name:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          IF
      SHAREHOLDER IS A BUSINESS ENTITY OR TRUST:

                                        	 
      	
                                          IF
      SHAREHOLDER IS AN INDIVIDUAL:

                                        
	 
      	 
      	 
      
	
                                          Print
      Name

                                        	 
      	 
      
	
                                          of
      Entity:

                                        	  
      	  
      	
                                          
                                            Signature

                                          

                                        
	 
      	 
      	 
      
	
                                          Signature
      of authorized representative of entity or trustee:

                                        	 
      	
                                          
                                            Please
      type or print name

                                          

                                        
	 
      	 
      	 
      
	
                                          By:
      

                                        	 	 
      	
                                           

                                        
	
                                          Name:

                                        	 
      	 
      	
                                          Shareholder’s
      Address:

                                        
	
                                          Title:

                                        	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                          Shareholder’s
      Address: