REGISTRATION RIGHTS
AGREEMENT

     

    This
Registration Rights Agreement (this “Agreement”) is made and
entered into as of November 18, 2010, by and among Bridge Capital Holdings, a
bank holding company and corporation organized in the State of California (the
“Company”), and the
several purchasers signatory hereto (each a “Purchaser” and collectively,
the “Purchasers”).

     

    This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the
date hereof, between the Company and each Purchaser, relating to the potential
purchase of shares of Common Stock (the “Purchase
Agreement”).

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each of the Purchasers agree as
follows:

     

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

     

    a. 
         “1933 Act”
means the Securities Act of 1933, as amended.

     

    b. 
         “1934 Act” means the Exchange Act
of 1934, as amended.

     

    c. 
         “Affiliate” of a Person means any other Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person. The term “control” (including the
terms “controlled by” and “under common control with") means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

     

    d. 
         “Agreement” has the meaning
set forth in the recitals.

     

    e. 
         “Blue Sky Filing” has the
meaning set forth in Section
6(a).

     

    f. 
         “Business Day” means any day
other than Saturday, Sunday or any other day on which commercial banks in the
State of California or City of New York are authorized or required by law to
remain closed.

     

    g. 
         “Claims” has the meaning set
forth in Section
6(a).

     

    h. 
         “Common Shares” means those
shares of the Company’s common stock, no par value, purchased by the Purchasers
from the Company under the Purchase Agreement.

     

    i. 
          “Common Stock” means the
Company’s common stock, no par value.

     

    j. 
         “Company” has the meaning set
forth in the recitals and includes the Company’s successors by merger,
acquisition, reorganization or otherwise.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    k. 
        “Effective Date” means the
date a Registration Statement is declared effective by the SEC.

     

    l. 
         “Effectiveness Deadline”
means the date that is 60 days after the date of the Filing Deadline or, if the
SEC staff reviews or provides comments on the applicable Registration Statement,
90 days after the date of the Filing Deadline.

     

    m. 
        “Event” has the meaning set
forth in Section
2(a)(i).

     

    n. 
         “Event Date” has the meaning
set forth in Section
2(a)(i).

     

    o. 
         “Filing Deadline”
has   the meaning set forth in Section
2(a)(i).

     

    p. 
         “Grace Period” has the meaning
set forth in Section
3(o).

     

    q. 
         “Indemnified Damages” has the
meaning set forth in Section
6(a).

     

    r. 
         “Indemnified Party” has the
meaning set forth in Section
6(b).

     

    s. 
         “Indemnified Person” has the
meaning set forth in Section
6(a).

     

    t. 
         “Initial Registration
Statement” has the meaning set forth in Section
2(a)(i).

     

    u. 
         “Legal Counsel” has the
meaning set forth in Section
3(c).

     

    v. 
         “Liquidated Damages” has the
meaning set forth in Section
2(a)(i).

     

    w. 
         New Registration Statement
has the meaning set forth in Section
2(a)(i).

     

    x. 
         “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or
agency thereof.

     

    y. 
         “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the 1933 Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

     

    z. 
         “Purchaser” means a Purchaser
or any transferee or assignee thereof to whom a Purchaser assigns its rights
under this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 8 and any
transferee or assignee thereof to whom a transferee or assignee assigns its
rights under this Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section
8.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    aa. 
       “register,” “registered,” and
“registration” refer to a registration effected by preparing and filing
one or more Registration Statements (as defined below) in compliance with the
1933 Act and pursuant to Rule 415 and the declaration or ordering of
effectiveness of such Registration Statement(s) by the SEC.

     

    bb. 
       “Registrable Securities”
means all of the Common Shares and any securities issued or distributed or
issuable in respect thereof by way of a stock split, dividend or other
distribution or in connection with a combination of shares, recapitalization,
merger consolidation or other reorganization  or similar event with
respect to the Common Shares;
provided, that Common Shares shall cease to be Registrable Securities
upon the earliest to occur of the following: (A) a sale pursuant to a
Registration Statement or Rule 144 under the 1933 Act (in which case, only such
security sold shall cease to be a Registrable Security); (B) if such Common
Shares are distributed pursuant to Rule 144 or become eligible for sale under
Rule 144, without the requirement for the Company to be in compliance with the
current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if
applicable) and without volume or manner of sale restrictions by Purchasers who
are not Affiliates of the Company; (C) if such Common Shares have ceased to be
outstanding; or (D) if such Common Shares have been sold in a private
transaction in which the Purchaser’s rights under this Agreement have not been
assigned to the transferee.

     

    cc. 
        “Registration Period” has the
meaning set forth in Section
3(a).

     

    dd.        “Registration Statement”
means a registration statement or registration statements of the Company filed
under the 1933 Act covering the Registrable Securities.

     

    ee. 
       “Required Holders” means the
holders of at least a 25% of the Registrable Securities.

     

    ff.          “Rule 144” means Rule 144
under the 1933 Act as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC having substantially the same
effect as such Rule.

     

    gg. 
      “Rule 415” means Rule 415
under the 1933 Act as such Rule may be amended from time to time, or any
successor rule providing for offering securities on a continuous or delayed
basis.

     

    hh. 
      “Rule 424” means Rule 424
under the 1933 Act as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC having substantially the same
effect as such Rule.

     

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

     

    jj.          “SEC Guidance” means (i) any
publicly-available written or oral guidance, comments, requirements or requests
of the SEC staff and (ii) the 1933 Act.

     

    kk. 
      “Selling Expenses” means all underwriting
discounts, selling commissions and stock transfer taxes applicable to the sale
of Registrable Securities, and fees and disbursements of counsel for any holder
of Registrable Securities, except for the fees and disbursements of counsel for
the holders of Registrable Securities required to be paid by the Company
pursuant to Section 5.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ll. 
         “Violations” has the meaning
set forth in Section
6(a).

     

    2. 
         Registration.

     

    a. 
         Mandatory
Registration.

     

    (i)           The
Company agrees to file with the SEC a Registration Statement under the 1933 Act
on Form S-3 no later than March 31, 2011 (the “Filing Deadline”) covering
the offer and resale of all of the Registrable Securities on a continuous basis
pursuant to Rule 415 (the “Initial Registration
Statement”).  The Company shall use commercially reasonable efforts
to have the Registration Statement declared effective by the SEC as soon as
practicable, but in no event later than the Effectiveness Deadline. By 9:30 am
on the Business Day following the Effective Date, the Company shall file with
the SEC in accordance with Rule 424, the final prospectus to be used in
connection with sales pursuant to such Registration Statement.  The Company
and each Purchaser hereby acknowledge that in accordance with Rule 415 or SEC
Guidance, the Company may not be allowed to register all of the Registrable
Securities in the Initial Registration Statement. Notwithstanding the
registration obligations set forth in this Section 2(a)(i), in the event the SEC
informs the Company that all of the Registrable Securities cannot, as a result
of the application of Rule 415, be registered for resale as a secondary offering
on a single registration statement, the Company agrees to promptly inform each
of the Purchasers thereof and use (i) its commercially reasonable efforts to
file amendments to the Initial Registration Statement as required by the SEC or
(ii) upon the written request of the Required Holders, withdraw the Initial
Registration Statement and file a new registration statement (a “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted
to be registered by the SEC, on Form S-3 or such other form available to the
Company to register for resale the Registrable Securities as a secondary
offering.  Notwithstanding any other provision of this Agreement and
subject to the payment of Liquidated Damages in Section 2(a)(iv), if any SEC
Guidance sets forth a limitation of the number of Registrable Securities or
other shares of Common Stock permitted to be registered on a particular
Registration Statement as a secondary offering, the number of Registrable
Securities or other shares of Common Stock to be registered on such Registration
Statement will be reduced on a pro rata basis.  In the event the Company
amends the Initial Registration Statement or files a New Registration Statement,
as the case may be, under clauses (i) or (ii) above, if requested by the
Required Holders, the Company will file with the SEC, as promptly as allowed by
SEC or SEC Guidance provided to the Company or to registrants of securities in
general, one or more registration statements on Form S-3 or such other form
available to the Company to register for resale those Registrable Securities
that were not registered for resale on the Initial Registration Statement, as
amended, or the New Registration Statement.

     

    (ii)          Ineligibility for Form
S-3. The Initial Registration Statement shall be on Form S-3.  In
the event that Form S-3 is not available for the registration of the resale of
Registrable Securities under the Initial Registration statement or the New
Registration Statement, as the case may be, the Company shall (i) register the
resale of the Registrable Securities on another appropriate Registration
Statement form reasonably acceptable to the Required Holders and (ii) undertake
to register the Registrable Securities on Form S-3 as soon as such form is
available, provided that the Company shall maintain the effectiveness of any
Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared
effective by the SEC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (iii)           [Reserved].

     

    (iv)           Liquidated
Damages.  If: (i) the Initial Registration Statement is not filed
with the SEC on or prior to the Filing Deadline, (ii) the Initial Registration
Statement or the New Registration Statement, as applicable, is not declared
effective by the SEC (or otherwise does not become effective) for any reason on
or prior to the Effectiveness Deadline, other than as a result of any open
issues arising out of any routine SEC review of 1934 Act filings in effect as of
the date hereof, or (iii) after its Effective Date, (A) such Registration
Statement ceases for any reason (including, without limitation, by reason of a
stop order, or the Company’s failure to update the Registration Statement), to
remain continuously effective as to all Registrable Securities for which it is
required to be effective or (B) the Purchasers are not permitted to utilize the
Prospectus therein to resell such Registrable Securities, in the case of (A) and
(B) other than during a Grace Period or (iv) a Grace Period exceeds the time
periods set forth in the proviso in Section 3(o) (any such failure or breach in
clauses (i) through (iv) above being referred to as an “Event”, and, for purposes of
clauses (i), (ii) or (iii), the date on which such Event occurs, or for purposes
of clause (iv) the date on which such Grace Period is exceeded, being referred
to as an “Event Date”),
then, in addition to any other rights the Purchasers may have hereunder or under
applicable law, on each such Event Date and on each monthly anniversary of each
such Event Date (if the applicable Event shall not have been cured by such date)
until the applicable Event is cured, the Company shall pay to each Purchaser
that has provided the information specified in Section 4 within the time period
specified in such section, an amount in cash, as liquidated damages and not as a
penalty (“Liquidated
Damages”), equal to 1.0% of the aggregate purchase price paid by such
Purchaser pursuant to the Purchase Agreement for any Registrable Securities held
by such Purchaser on the Event Date.  The parties agree that
notwithstanding anything to the contrary herein or in the Purchase Agreement, no
Liquidated Damages shall be payable (i) if, as of the relevant Event Date, the
Registrable Securities may be sold by non-affiliates without volume or manner of
sale restrictions under Rule 144 and the Company is in compliance with the
current public information requirements under Rule 144(c)(1) (or Rule 144(i)(2),
if applicable), as determined by counsel to the Company pursuant to a written
opinion letter to such effect, addressed and reasonably acceptable to the
Company’s stock transfer agent; (ii) with respect to any Registrable Securities
which the Purchaser elects not to register on any applicable Registration
Statement; and (iii) with respect to any period after the expiration of the
Registration Period (it being understood that this sentence shall not relieve
the Company of any Liquidated Damages accruing prior to the Registration
Period).  If the Company fails to pay any Liquidated Damages pursuant to
this Section 2(c) in full within five (5) Business Days after the date payable,
the Company will pay interest thereon at a rate of 1.0% per month (or such
lesser maximum amount that is permitted to be paid by applicable law) to the
Purchaser, accruing daily from the date such Liquidated Damages are due until
such amounts, plus all such interest thereon, are paid in full.  The
Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata
basis for any portion of a month prior to the cure of an Event, except in the
case of the first Event Date.  The Effectiveness Deadline for a
Registration Statement shall be extended without default or Liquidated Damages
hereunder in the event that the Company’s failure to obtain the effectiveness of
the Registration Statement on a timely basis results from the failure of a
Purchaser to timely provide the Company with information requested by the
Company and necessary to complete the Registration Statement in accordance with
the requirements of the 33 Act (in which case the Effectiveness Deadline would
be extended with respect to Registrable Securities held by such
Purchaser).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b. 
         Piggy Back Registration
Rights.  If, at any time there is not an effective Registration
Statement covering the Registrable Securities, and the Company shall determine
to prepare and file with the SEC a Registration Statement relating to an
offering for its own account or the account of others under the 1933 Act of any
of its equity securities, other than on Form S-4 or Form S-8 (each as
promulgated under the 1933 Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with stock option or
other employee benefit plans, then the Company shall send to the Purchasers a
written notice of such determination at least twenty days prior to the filing of
any such Registration Statement and shall automatically include in such
Registration Statement all Registrable Securities for resale and offer on a
continuous basis pursuant to Rule 415; provided, however, that (i) if, at any
time after giving written notice of its intention to register any securities and
prior to the effective date of the Registration Statement filed in connection
with such registration, the Company determines for any reason not to proceed
with such registration, the Company will be relieved of its obligation to
register any Registrable Securities in connection with such registration, (ii)
in case of a determination by the Company to delay registration of its
securities, the Company will be permitted to delay the registration of
Registrable Securities for the same period as the delay in registering such
other securities, (iii) each Purchaser is subject to confidentiality obligations
with respect to any information gained in this process or any other material
non-public information he, she or it obtains, (iv) each Purchaser is subject to
all applicable laws relating to insider trading or similar restrictions; and (v)
if all of the Registrable Securities of the Purchasers cannot be so included due
to Rule 415, then the Company may reduce the number of the Purchasers’
Registrable Securities covered by such Registration Statement to the maximum
number which would enable the Company to conduct such offering in accordance
with the provisions of Rule 415.  The Company shall cause any Registration
Statement filed under Section 2.a) to be declared effective under the 1933 Act
as promptly as possible after the filing thereof. By 5:00 p.m. Eastern Time on
the business day immediately following the Effective Date of such Registration
Statement, the Company shall file with the SEC in accordance with Rule 424 under
the 1933 Act the final prospectus to be used in connection with sales pursuant
to such Registration Statement (whether or not such filing is technically
required under such Rule).

     

    c. 
         Allocation of Registrable
Securities; Cut Back. The initial number of Registrable Securities
included in any Registration Statement and any increase in the number of
Registrable Securities included therein shall be allocated pro rata among the
Purchasers according to the total amount of securities entitled to be included
therein owned by each Purchaser or in such other proportions as shall mutually
be agreed to by such Purchasers. In no event shall the Company include any
securities other than Registrable Securities on any Registration Statement
without the prior written consent of the holders of at least a majority of the
Registrable Securities; provided, that to the extent required by any agreement
or covenant of the Company in effect on the date hereof granting registration
rights to any holder of its securities, the Company may include such securities
on any Registration Statement without the consent of the holders of at least a
majority of the Registrable Securities, even if such inclusion reduces the
number of Registrable Securities covered by such Registration Statement. 
In the event all of the Registrable Securities cannot be included in a
Registration Statement under this Section 2 due to Rule 415 or
underwriter cutbacks, then the Company, unless otherwise prohibited by the SEC,
shall cause the Registrable Securities of the Purchasers to be included in such
Registration Statement to be reduced pro rata based on the number of Registrable
Securities held by all of the Purchasers. In the event the
Company amends or reduces the number of Registrable Securities covered by a
Registration Statement pursuant to this Section 2, the Company will use its
commercially reasonable efforts to file with the SEC, as promptly as allowed by
the SEC or SEC Guidance provided to the Company or to registrants of securities
in general, one or more Registration Statements on Form S-3 or, pursuant to
Section 2(a)(ii), such other form available to the Company to register for
resale those Registrable Securities that were not registered for resale on such
Registration Statement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3. 
         Registration
Procedures. At such time as the Company is obligated to file a Registration
Statement with the SEC pursuant to Section 2, the Company will use
commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and,
pursuant thereto, the Company shall have the following
obligations:

     

    a. 
         The Company shall
keep each Registration Statement effective pursuant to Rule 415 at all times
until the earlier of (i) the date as of which the Common Stock covered by such
Registration Statement cease to be Registrable Securities or (ii) the date on
which each Purchaser shall have sold all of the Registrable Securities covered
by such Registration Statement (the “Registration Period”). The
Company shall ensure that each Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein, or necessary to make the statements therein (in the case of
prospectuses, in the light of the circumstances in which they were made) not
misleading.

     

    b. 
         The Company shall
prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the prospectus used
in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep
such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with
respect to the disposition of all Registrable Securities of the Company covered
by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods
of disposition by the seller or sellers thereof as set forth in such
Registration Statement. In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section
3(b)) by reason of the Company filing a report on Form 10-Q, Form 10-K or
any analogous report under the 1934 Act, the Company shall have incorporated
such report by reference into such Registration Statement, if applicable, or
shall file such amendments or supplements with the SEC on the same day on which
the 1934 Act report is filed which created the requirement for the Company to
amend or supplement such Registration Statement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    c. 
         The holders of at
least a majority of the Registrable Securities shall have the right to select
one legal counsel to review and oversee any registration pursuant to this
Agreement (“Legal
Counsel”), as designated by the holders of at least a majority of the
Registrable Securities. The Company and Legal Counsel shall reasonably cooperate
with each other in performing the Company’s obligations under this
Agreement.  The Company shall (A) permit Legal Counsel to review and
comment upon (i) a Registration Statement at least five (5) Business Days prior
to its filing with the SEC and (ii) all amendments and supplements to all
Registration Statements (except for Annual Reports on Form 10-K, and Reports on
Form 10-Q and any similar or successor reports) within a reasonable number of
days prior to their filing with the SEC, and (B) not file any Registration
Statement or amendment or supplement thereto in a form to which Legal Counsel
reasonably objects. The Company shall not submit a request for acceleration of
the effectiveness of a Registration Statement or any amendment or supplement
thereto without the prior approval of Legal Counsel, which consent shall not be
unreasonably withheld. The Company shall furnish to Legal Counsel, without
charge, (i) copies of any correspondence from the SEC or the staff of the SEC to
the Company or its representatives relating to any Registration Statement, (ii)
promptly after the same is prepared and filed with the SEC, one copy of any
Registration Statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, if
requested by the Purchasers, and all exhibits and (iii) upon the effectiveness
of any Registration Statement, one copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto. The Company
shall reasonably cooperate with Legal Counsel in performing the Company’s
obligations pursuant to this Section
3.

     

    d. 
         The Company shall
furnish to the Purchasers, without charge, (i) promptly after the same is
prepared and filed with the SEC, at least one copy of such Registration
Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by the
Purchasers, all exhibits and each preliminary prospectus, (ii) upon the
effectiveness of any Registration Statement, ten (10) copies of the prospectus
included in such Registration Statement and all amendments and supplements
thereto (or such other number of copies as the Purchasers may reasonably
request) and (iii) such other documents, including copies of any preliminary or
final prospectus, as the Purchasers may reasonably request from time to time in
order to facilitate the disposition of the Registrable Securities owned by the
Purchasers.

     

    e. 
         The Company shall
(i) register and qualify, unless an exemption from registration and
qualification applies, the resale by Purchasers of the Registrable Securities
covered by a Registration Statement under such other securities or “blue sky”
laws of all applicable jurisdictions in the United States, (ii) prepare and file
in those jurisdictions, such amendments (including post-effective amendments)
and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, that
the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(e), (y) subject itself to
general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. The Company shall promptly notify
Legal Counsel and Purchasers of the receipt by the Company of any notification
with respect to the suspension of the registration or qualification of any of
the Registrable Securities for sale under the securities or “blue sky” laws of
any jurisdiction in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such
purpose.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    f. 
          The Company shall
notify Legal Counsel and Purchasers in writing of the happening of any event, as
promptly as practicable after becoming aware of such event, as a result of which
the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any material, nonpublic
information), and, subject to Section
3(o), promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver ten (10)
copies of such supplement or amendment to Legal Counsel and Purchasers (or such
other number of copies as Legal Counsel or Purchasers may reasonably request).
The Company shall also promptly notify Legal Counsel and Purchasers in writing
(i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be
delivered to Legal Counsel and Purchasers by facsimile on the same day of such
effectiveness and by overnight mail), (ii) of any request by the SEC for
amendments or supplements to a Registration Statement or related prospectus or
related information, and (iii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be
appropriate.

     

    g. 
         The Company shall
use commercially reasonable efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a Registration Statement, or the suspension
of the qualification of any of the Registrable Securities for sale in any
jurisdiction and, if such an order or suspension is issued, to obtain the
withdrawal of such order or suspension at the earliest possible moment and to
notify Legal Counsel and Purchasers of the issuance of such order and the
resolution thereof or its receipt of actual notice of the initiation or threat
of any proceeding for such purpose.

     

    h. 
         The Company shall
notify the Purchasers in writing of the happening of any event, as promptly as
practicable after becoming aware of such event, as a result of which the
prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any material, nonpublic
information), and, subject to Section
3(o), promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver ten (10)
copies of such supplement or amendment to the Purchasers (or such other number
of copies as the Purchasers may reasonably request).

     

    i. 
          The Company shall
promptly notify the Purchasers in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and when a
Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to the Purchasers by
facsimile on the same day of such effectiveness and by overnight mail), (ii) of
any request by the SEC for amendments or supplements to a Registration Statement
or related prospectus or related information, and (iii) of the Company’s
reasonable determination that a post-effective amendment to a Registration
Statement would be appropriate.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    j. 
         The Company shall
hold in confidence and not make any disclosure of information concerning the
Purchasers provided to the Company unless (i) disclosure of such information is
necessary to comply with federal or state securities laws, (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission
in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or
governmental body of competent jurisdiction, or (iv) such information has been
made generally available to the public other than by disclosure in violation of
this Agreement or any other agreement. The Company agrees that it shall, upon
learning that disclosure of such information concerning a Purchaser is sought in
or by a court or governmental body of competent jurisdiction or through other
means, give prompt written notice to the Purchaser and allow such Purchaser, at
the Purchaser’s expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.

     

    k. 
         The Company shall
cooperate with the Purchasers and, to the extent applicable, facilitate the
timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to a
Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the Purchasers may reasonably request and
registered in such names as the Purchasers may request.

     

    l. 
          If requested by a
Purchaser, the Company shall (i) as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information as the
Purchaser reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being offered
or sold, the purchase price being paid therefor and any other terms of the
offering of the Registrable Securities to be sold in such offering; (ii) as soon
as practicable make all required filings of such prospectus supplement or
post-effective amendment after being notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) as soon as
practicable, supplement or make amendments to any Registration Statement if
reasonably requested by a Purchaser holding any Registrable
Securities.

     

    m. 
        The Company shall use
commercially reasonable efforts to cause the Registrable Securities covered by a
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities.

     

    n. 
         The Company
shall  comply with all applicable rules and regulations of the SEC in
connection with any registration hereunder.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    o. 
         Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the
Company may delay the disclosure of material, non-public information concerning
the Company the disclosure of which at the time is not, in the good faith
opinion of the Board of Directors of the Company and its counsel, in the best
interest of the Company and, in the opinion of counsel to the Company, otherwise
required (a “Grace
Period”); provided, that the Company shall promptly (i) notify the
Purchasers in writing of the existence of material, non-public information
giving rise to a Grace Period (provided that in each notice the Company will not
disclose the content of such material, non-public information to the Purchasers)
and the date on which the Grace Period will begin, and (ii) notify the
Purchasers in writing of the date on which the Grace Period ends; and, provided
further, that no Grace Period shall exceed sixty (60) consecutive days and
during any three hundred sixty five (365) day period such Grace Periods shall
not exceed an aggregate of one hundred twenty (120) days and the first day of
any Grace Period must be at least two (2) trading days after the last day of any
prior Grace Period. For purposes of determining the length of a Grace Period
above, the Grace Period shall begin on and include the date the Purchasers
receive the notice referred to in clause (i) and shall end on and include the
later of the date the Purchasers receive the notice referred to in clause (ii)
and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be
applicable during the period of any Grace Period. Upon expiration of the Grace
Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the
information giving rise thereto unless such material, non-public information is
no longer applicable. Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to deliver unlegended shares of Common Stock to a
transferee of a Purchaser in connection with any sale of Registrable Securities
with respect to which such Purchaser has entered into a contract for sale, and
delivered a copy of the prospectus included as part of the applicable
Registration Statement (unless an exemption from such prospectus delivery
requirements exists), prior to the Purchaser’s receipt of the notice of a Grace
Period and for which the Purchaser has not yet settled.

     

    4. 
         Obligations
of the Purchasers.

     

    a. 
         At least ten
Business Days prior to the first anticipated filing date of a Registration
Statement, the Company shall notify each Purchaser in writing of the information
the Company requires from such Purchaser if such Purchaser elects to have any of
such Purchaser’s Registrable Securities included in such Registration Statement.
It shall be a condition precedent to the obligations of the Company to complete
the registration pursuant to this Agreement with respect to the Registrable
Securities of a Purchaser that such Purchaser shall furnish to the Company, not
later than five Business Days after the date of the Company’s notice, such
information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the effectiveness of the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request.

     

    b. 
         Each Purchaser, by
such Purchaser’s acceptance of the Registrable Securities, agrees to cooperate
with the Company as reasonably requested by the Company in connection with the
preparation and filing of any Registration Statement hereunder, unless such
Purchaser has notified the Company in writing of such Purchaser’s election to
exclude all of such Purchaser’s Registrable Securities from such Registration
Statement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    c. 
         Each Purchaser
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section
3(g) or the first sentence of Section 3(f) (each a “Suspension Notice”),
such Purchaser will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable
Securities until such Purchaser’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(g) or the first sentence of
Section 3(f) or receipt of notice that no supplement or amendment is required.
Notwithstanding anything to the contrary, the Company shall cause its transfer
agent to deliver unlegended shares of Common Stock to a transferee of a
Purchaser in accordance with the terms of the Purchase Agreement in connection
with any sale of Registrable Securities with respect to which such Purchaser has
entered into a contract for sale prior to such Purchaser’s receipt of a notice
from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of
Section 3(f) and for which such Purchaser has not yet settled.  In any
event, the Company shall not be entitled to deliver more than one Suspension
Notice in any one year.

     

    d. 
         Each Purchaser
covenants and agrees that it will comply with the prospectus delivery
requirements of the 1933 Act as applicable to it or an exemption therefrom in
connection with sales of Registrable Securities pursuant to the Registration
Statement.

     

    5. 
         Expenses
of Registration. All expenses, other than
Selling Expenses, with respect to the registration and disposition of
Registrable Securities including, without limitation, all registration, listing
and qualifications fees, printers and accounting fees, and fees and
disbursements of counsel for the Company and one counsel for the Purchasers, who
shall be selected by the holders of at least a majority of the Registrable
Securities (such fees and disbursements of counsel for the Purchasers shall not
exceed $40,000 with respect to each Registration Statement) shall be paid by the
Company. All
Selling Expenses relating to Registrable Securities registered pursuant to this
Agreement shall be borne and paid by the holders of such Registrable Securities,
in proportion to the number of Registrable Securities registered for each such
holder.

     

    6. 
         Indemnification.  In the event any
Registrable Securities are included in a Registration Statement under this
Agreement:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    a. 
         To the fullest
extent permitted by law, the Company will, and hereby does, indemnify, hold
harmless and defend each Purchaser, the directors, officers, managers, members,
partners, employees, agents, representatives of, and each Person, if any, who
controls each Purchaser within the meaning of the 1933 Act or the 1934 Act
(each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or
expenses, joint or several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a
material fact in a Registration Statement or any amendment thereof or supplement
thereto or in any filing made in connection with the qualification of the
offering under the securities or other “blue sky” laws of any jurisdiction in
which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or free writing prospectus (as defined in Rule 405 under
the Securities Act) if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in the light of the circumstances under which
the statements therein were made, not misleading, (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement or (iv) any violation of this
Agreement (the matters in the foregoing clauses (i) through (iv) being,
collectively, “Violations”). Subject to
Section 6(c), the Company shall
reimburse the Indemnified Persons, promptly as such expenses are incurred and
are due and payable, for any legal fees or other reasonable expenses incurred by
them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section
6(a): shall not apply to a Claim (a) arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of such Indemnified Person
expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto or the omission or
alleged omission in such written information to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
if such prospectus was timely made available by the Company pursuant to Section 3(d); (b) to the extent such
Claim is based on a failure of such Indemnified Person to deliver or to cause to
be delivered the prospectus made available by the Company, including a corrected
prospectus, if such prospectus or corrected prospectus was timely made available
by the Company pursuant to Section
3(d); (c) in which amounts are paid in settlement of any Claim and such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed; (d) in which such
Indemnified Person fails to cease all offers and sales of Registrable Securities
in accordance with Section 4(c)
herein; and (e) arising out of or based upon a breach by such Indemnified Person
of such Indemnified Person’s obligations set forth herein.  This indemnity
shall be in addition to any liability the Company may otherwise have.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of
the Registrable Securities by the Purchasers pursuant to Section 8.  The Company will also indemnify, if applicable and if
requested, underwriters, selling brokers, dealer managers, and similar
securities industry professionals participating in any distribution pursuant
hereto, their officers and directors and each Person if any, who controls such
Persons within the meaning of the 1933 Act or the 1934 Act to the same extent as
provided above with respect to the indemnification of the Indemnified
Persons.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b. 
         In connection with
any Registration Statement in which any Purchaser is participating, to the
fullest extent permitted by law, such Purchaser agrees to severally and not
jointly indemnify, hold harmless and defend each of its directors, officers,
employees, agents and representatives and each Person, if any, who controls the
Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them
may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as
such Claim or Indemnified Damages arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact in a Registration
Statement or any amendment thereof or supplement thereto or in any filing made
in connection with a Blue Sky Filing, or the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or (ii) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus or free
writing prospectus (as defined in Rule 405 under the Securities Act) if used
prior to the effective date of such Registration Statement, or contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in the light of the circumstances under which the statements therein
were made, not misleading,, in each case to the extent, and only to the extent,
that such untrue statement or omission of a material fact is contained in any
written information furnished to the Company by such Purchaser expressly for use
in connection with such Registration Statement; and, subject to Section 6(c), such Purchaser will
reimburse any legal or other expenses reasonably incurred by an Indemnified
Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with
respect to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of such Purchaser, which consent shall not be unreasonably
withheld or delayed and provided further, that the obligation to indemnify shall
be limited to the net proceeds (after underwriting fees, commissions or
discounts) actually received by such holder from the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such Indemnified Party and shall survive the transfer of the Registrable
Securities by the Purchasers pursuant to Section 8.

     

    c. 
         Promptly after
receipt by an Indemnified Person or Indemnified Party under this Section 6 of
notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section
6, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses of not more than one counsel for such
Indemnified Person or Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding. In the case of an
Indemnified Person, legal counsel referred to in the immediately preceding
sentence shall be selected by holders of at least a majority of the Registrable
Securities. The Indemnified Party or Indemnified Person shall cooperate fully
with the indemnifying party in connection with any negotiation or defense of any
such action or Claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnified Party
or Indemnified Person which relates to such action or Claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person reasonably apprised
at all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its prior written consent,
provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the prior
written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such Claim or litigation, and such settlement shall not include
any admission as to fault on the part of the Indemnified Party. Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that
the indemnifying party is prejudiced in its ability to defend such
action.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    d. 
         The indemnification
required by this Section 6 shall
be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages
are incurred.

     

    e. 
         The indemnity
agreements contained herein shall be in addition to (i) any cause of action or
similar right of the Indemnified Party or Indemnified Person against the
indemnifying party or others, and (ii) any liabilities the indemnifying party
may be subject to pursuant to the law.

     

    7. 
         Contribution. To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest
extent permitted by law; provided, however, that: (i) no Person involved in the
sale of Registrable Securities which Person is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in
connection with such sale shall be entitled to contribution from any Person
involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities pursuant to such Registration
Statement.  The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The parties agree that it would not be just
and equitable if contribution pursuant hereto were determined by pro rata
allocation or by any other method or allocation which does not take account of
the equitable considerations referred to herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8. 
         Assignment
of Registration Rights. The rights under this Agreement
shall be automatically assignable by the Purchaser to any transferee of at least
25% of such Purchaser’s Registrable Securities if: (i) the Purchaser agrees in
writing with the transferee or assignee to assign such rights, and a copy of
such agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, contemporaneous with such transfer or
assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned; (iii) such transfer is
made pursuant to a privately negotiated, non-market disposition of Registrable
Securities and immediately following such transfer or assignment the further
disposition of such securities by the transferee or assignee is restricted under
the 1933 Act and applicable state securities laws; and (iv) at or before the
time the Company receives the written notice contemplated by clause (ii) of this
sentence the transferee or assignee agrees in writing with the Company to be
bound by all of the provisions contained herein.

     

    9. 
         Amendment
of Registration Rights. Provisions of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the holders of at least a majority of the
Registrable Securities.  Any amendment or waiver effected in accordance
with this Section 9 shall be
binding upon each Purchaser and the Company. No such amendment shall be
effective to the extent that it applies to less than all of the holders of the
Registrable Securities. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of this
Agreement unless the same consideration also is offered to all of the parties to
this Agreement.

     

    10. 
       Rule 144
Compliance. 
With a view to making available to the holders of Registrable Securities
the benefits of Rule 144 under the Securities Act and any other rule or
regulation of the SEC that may at any time permit a holder to sell securities of
the Company to the public without registration or pursuant to a registration on
Form S-3 (or any successor form), the Company shall:

     

    a. 
          make and keep
public information available, as those terms are understood and defined in Rule
144 at all times;

     

    b. 
         file with the SEC
in a timely manner all reports and other documents required of the Company under
the 1933 Act and the 1934 Act; and

     

    c. 
         furnish to any
holder so long as the holder owns Registrable Securities, promptly upon request,
a written statement by the SEC as to its compliance with the reporting
requirements of Rule 144 under the 1933 Act and of the 1933 Act and the 1934
Act, a copy of the most recent annual or quarterly report of the Company, and
such other reports and documents so filed or furnished by the Company as such
holder may reasonably request in connection with the sale of Registrable
Securities without registration.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11. 
       Preservation
of Rights. 
The Company shall not, for so long as there are Registrable Securities,
(a) grant any registration rights to third parties which are more favorable than
or inconsistent with the rights granted hereunder, or (b) enter into any
agreement, take any action, or permit any change to occur, with respect to its
securities that violates or subordinates the rights expressly granted to the
holders of Registrable Securities in this Agreement.

     

    12. 
       Miscellaneous.

     

    a. 
         A Person is deemed
to be a holder of Registrable Securities whenever such Person owns or is deemed
to own of record such Registrable Securities.

     

    b. 
         Any notices,
consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have
been delivered: (i) upon receipt, when delivered personally, (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party), so long as such
facsimile is followed by mail delivery of the same information contained in such
facsimile, or (iii) one Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses for such communications shall be:

     

    
      	
              
              

            	
              If
      to the Company:

            	
              Bridge
      Capital Holdings

            


    

    55 Almaden Boulevard

    San Jose,
California  95113

    Attention:
Chief Financial Officer

    Telephone:
(408) 423-8500

    Fax:    (408)
423-8520

    


    
      	
               
      

            	
              With
      a copy to:

            	
              Bingham
      McCutchen LLP

            


    

    Three Embarcadero Center

    San Francisco,
California  94111

    Attention:  James M.
Rockett

    Telephone: (415) 393-2000

    Fax: (415) 393-2286

    


    If to a
Purchaser, to the address set forth underneath such Purchaser’s name on the
signature page hereto.

     

    Written
confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, or (B) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, or receipt from a
nationally recognized overnight delivery service in accordance with clause (i)
or (iii) above, respectively.

     

    c. 
         Failure of any
party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    d. 
         All questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of California,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of California or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of
California.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of San
Francisco, State of California for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper.  Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     

    e. 
         This Agreement and
the instruments referenced herein constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof. There are
no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement and the instruments
referenced herein supersede all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof and
thereof.

     

    f.
           Subject
to the requirements of Section
8, this Agreement shall inure to the benefit of and be binding upon the
permitted successors and assigns of each of the parties hereto.

     

    g. 
         The headings in
this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.

     

    h. 
         This Agreement may
be executed in identical counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement. This Agreement,
once executed by a party, may be delivered to the other party hereto by
facsimile transmission of a copy of this Agreement bearing the signature of the
party so delivering this Agreement.

     

    i.
           Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    j.
           All
consents and other determinations required to be made by any Purchaser pursuant
to this Agreement shall be made, unless otherwise specified in this Agreement,
by the holders of at least a majority of the Registrable
Securities.

     

    k. 
         The language used
in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent and no rules of strict construction will be applied
against any party.

     

    l. 
         This Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.

     

    m. 
        As used herein, “Dollar”,
“US Dollar” and “$” each mean the lawful money of the United
States.

     

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

     

    
      
        	 
      	
                BRIDGE
      CAPITAL HOLDINGS

              
	 
      	 
      	 
      
	 
      	
                By: 

              	
                  

              
	 
      	 
      	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    

     

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

     

    
      
        
          
            
              	 
      	
                      NAME
      OF INVESTING ENTITY

                    
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                      AUTHORIZED
      SIGNATORY

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  ADDRESS
      FOR NOTICE

                
	 
      	 
      	 
      
	 
      	
                  c/o:

                	
                    

                
	 
      	 
      	 
      
	 
      	
                  Street:

                	
                    

                
	 
      	 
      	 
      
	 
      	
                  City/State/Zip: 

                	
                    

                
	 
      	 
      	 
      
	 
      	
                  Attention:

                	
                    

                
	 
      	 
      	 
      
	 
      	
                  Tel:

                	
                    

                
	 
      	 
      	 
      
	 
      	
                  Fax:

                	
                    

                
	 
      	 
      	 
      
	 
      	
                  Email: