Execution
Version

     

    SECURITIES
PURCHASE AGREEMENT

     

    This
Securities Purchase Agreement (this “Agreement”) is dated 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 each purchaser
identified on the signature pages hereto (each, including its successors and
assigns, a “Purchaser”
and collectively, the “Purchasers”).

     

    RECITALS

     

    A.          The
Company and each Purchaser is executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by
Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
Rule 506 of Regulation D (“Regulation D”) as
promulgated by the Securities and Exchange Commission (the “Commission”) under the
Securities Act.

     

    B.           Each
Purchaser, severally and not jointly, wishes to purchase, and the Company wishes
to sell, upon the terms and conditions stated in this Agreement, that aggregate
number of shares of the Company’s common stock, no par value (the “Common Stock”), set forth
below such Purchaser’s name on the signature page of this Agreement (which
aggregate amount for all Purchasers together shall be 3,508,771 shares of Common
Stock and shall be collectively referred to herein as the “Common Shares”).

     

    C.           Contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement, substantially in the
form attached hereto as Exhibit A (the
“Registration Rights
Agreement”), pursuant to which, among other things, the Company will
agree to provide certain registration rights with respect to the Common Shares
under the Securities Act and the rules and regulations promulgated thereunder
and applicable state securities laws.

     

    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 the Purchasers hereby agree as
follows:

     

    ARTICLE
1:

    DEFINITIONS

     

    1.1          Definitions. In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms shall have the meanings indicated in this
Section 1.1:

     

     

    “Action” means any inquiry,
notice of violation or Proceeding pending or, to the Company’s Knowledge,
threatened in writing against the Company, any Subsidiary or any of their
respective properties or any officer, director or employee of the Company or any
Subsidiary acting in his or her capacity as an officer, director or employee
before or by any federal, state, county, local or foreign court, arbitrator,
governmental or administrative agency, regulatory authority, stock market, stock
exchange or trading facility.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Affiliate” means, with
respect to any Person, any other Person that, directly or indirectly through one
or more intermediaries, Controls, is controlled by or is under common control
with such Person, as such terms are used in and construed under Rule 405 under
the Securities Act.

     

    “Agreement” shall have the
meaning ascribed to such term in the Preamble.

     

    “Articles of Incorporation”
means the Restated Articles of Incorporation of the Company and all amendments
and certificates of determination thereto, as the same may be amended from time
to time.

     

    “Bank” means Bridge Bank,
N.A., a national banking association.

     

    “BHCA” has the meaning set
forth in Section 3.1(b).

     

    “Business Day” means a day,
other than a Saturday or Sunday, on which banks in New York City are open for
the general transaction of business.

     

    “CBICA” has the meaning set
forth in Section 3.2(p).

     

    “Closing” means the closing of
the purchase and sale of the Common Shares pursuant to this
Agreement.

     

    “Closing Date” means the
Trading Day when all of the Transaction Documents have been executed and
delivered by the applicable parties thereto, and all of the conditions set forth
in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied, or such other date as
the parties may agree.

     

    “Code” means the Internal
Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder.

     

    “Commission” has the meaning
set forth in the Recitals.

     

    “Common Shares” has the
meaning set forth in the Recitals.

     

    “Common Stock” has the meaning
set forth in the Recitals, and also includes any securities into which the
Common Stock may hereafter be reclassified or changed.

     

    “Company Counsel” means
Bingham McCutchen LLP.

     

    “Company Deliverables” has the
meaning set forth in Section 2.2(a).

     

    “Company Reports” has the
meaning set forth in Section 3.1(jj).

     

    “Company’s Knowledge” means,
with respect to any statement made to the knowledge of the Company, that the
statement is based upon the actual knowledge of the executive officers of the
Company having responsibility for the matter or matters that are the subject of
the statement after reasonable investigation.

     

    “Comptroller” means the Office
of the Comptroller of the Currency.

     

    “Control” (including the terms
“controlling”, “controlled by” or “under common control with”) means the
possession, direct or indirect, 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.

     

    “DTC” means The Depository
Trust Company.

     

    “Effectiveness Date” has the
meaning set forth in Section 6.16.

     

    “Environmental Laws” has the
meaning set forth in Section 3.1(l).


    
      
         


      

      
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    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, including the regulations
and published interpretations thereunder.

     

    “ERISA Affiliate”, as applied
to the Company, means any Person under common control with the Company, who,
together with the Company, is treated as a single employer within the meaning of
Section 414(b), (c), (m) or (o) of the Code.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, or any successor statute, and the
rules and regulations promulgated thereunder.

     

    “FDIC” means the Federal
Deposit Insurance Corporation.

     

    “FRB” means the Board of
Governors of the Federal Reserve System.

     

    “GAAP” means U.S. generally
accepted accounting principles, as applied by the Company.

     

    “Indemnified Person” has the
meaning set forth in Section 4.8(a).

     

    “Intellectual Property” has
the meaning set forth in Section 3.1(r).

     

    “Lien” means any lien, charge,
claim, encumbrance, security interest, right of first refusal, preemptive right
or other restrictions of any kind.

     

    “Material Adverse Effect”
means any of (i) a material and adverse effect on the legality, validity or
enforceability of this Agreement or the Registration Rights Agreement, (ii) a
material and adverse effect on the results of operations, assets, properties,
business, condition (financial or otherwise) or prospects of the Company and the
Subsidiaries, taken as a whole, or (iii) any adverse impairment to the Company’s
ability to perform in any material respect on a timely basis its obligations
under this Agreement or the Registration Rights Agreement; provided, 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 U.S. GAAP or regulatory accounting principles generally applicable to
banks, savings associations or their holding companies, (B) changes, after the
date hereof, in applicable laws, rules and regulations or interpretations
thereof by any court, administrative agency or other governmental authority,
whether federal, state, local or foreign, or any applicable industry
self-regulatory organization, (C) actions or omissions of the Company expressly
required by the terms of this Agreement or taken with the prior written consent
of an affected Purchaser, (D) changes, after the date hereof, in general
economic, monetary or financial conditions, (E) changes in the market price or
trading volumes of the Common Stock (but not the underlying causes of such
changes), (F) changes in global or national political conditions, including
the outbreak or escalation of war or acts of terrorism and (G) the public
disclosure of this Agreement or the transactions contemplated hereby; except,
with respect to clauses (A), (B), (D) and (F), to the extent that the effects of
such changes have a disproportionate effect on the Company and the Subsidiaries,
taken as a whole, relative to other similarly situated banks, savings
associations or their holding companies generally.

     

    “Material Contract” means any
contract of the Company that was filed as an exhibit to the SEC Reports pursuant
to Item 601 of Regulation S-K.

     

    “Material Permits” has the
meaning set forth in Section 3.1(p).

     

    “Multiemployer Plan” means a
“multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the
Company or any ERISA Affiliate is making, or is accruing an obligation to make,
contributions or has made, or been obligated to make, contributions within the
preceding six (6) years.


    
      
         


      

      
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    “New York Courts” means the
courts of the State of New York and the United States District Courts located in
the New York City, New York.

     

    “OFAC” has the meaning set
forth in Section 3.1(hh).

     

    “Outside Date” means December
17, 2010.

     

    “Pension Plan” means any
employee pension benefit plan within the meaning of Section 3(2) of ERISA,
other than a Multiemployer Plan, which is subject to the provisions of Title IV
of ERISA or Section 412 of the Code or Section 302 of ERISA and which (i) is
maintained for employees of the Company or any of its ERISA Affiliates or (ii)
has at any time during the last six (6) years been maintained for the employees
of the Company or any current or former ERISA Affiliate.

     

    “Person” means an individual,
corporation, partnership, limited liability company, trust, business trust,
incorporated or unincorporated association, joint stock company, joint venture,
sole proprietorship, government (or an agency or subdivision thereof),
governmental authority or other entity of any kind.

     

    “Principal Trading Market”
means the Trading Market on which the Common Stock is primarily listed on and
quoted for trading, which, as of the date of this Agreement and the Closing
Date, shall be the NASDAQ Global Select Market.

     

    “Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.

     

    “Purchase Price” means $8.55
per Common Share.

     

    “Purchaser Deliverables” has
the meaning set forth in Section 2.2(b).

     

    “Registration Rights
Agreement” has the meaning set forth in the Recitals.

     

    “Registration Statement” means
a registration statement meeting the requirements set forth in the Registration
Rights Agreement and covering the resale by the Purchasers of the Registrable
Securities (as defined in the Registration Rights Agreement).

     

    “Regulation D” has the meaning
set forth in the Recitals.

     

    “Regulatory Agreement” has the
meaning set forth in Section 3.1(ll).

     

    “Required Approvals” has the
meaning set forth in Section 3.1(e).

     

    “Rule 144” means
Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as such
Rule.

     

    “Scheduled Date” has the
meaning set forth in Section 6.16.

     

    “SEC Reports” has the meaning
set forth in Section 3.1(h).

     

    “Section 2.1(c)(iii)
Purchaser” has the meaning set forth in Section 2.1(c)(iii).

     

    “Securities Act” has the
meaning set forth in the Recitals.

     

    “Stock Certificates” has the
meaning set forth in Section 2.1(b).

     

    “Subscription Amount” means
with respect to each Purchaser, the aggregate amount to be paid for the Common
Shares purchased hereunder as indicated on such Purchaser’s signature page to
this Agreement next to the heading “Aggregate Purchase Price (Subscription
Amount)”.


    
      
         


      

      
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    “Subsidiary” means any entity
in which the Company, directly or indirectly, owns sufficient capital stock or
holds a sufficient equity or similar interest such that it is consolidated with
the Company in the financial statements of the Company.

     

    “Trading Day” means (i) a
day on which the Common Stock is listed or quoted and traded on its Principal
Trading Market (other than the OTC Bulletin Board), or (ii) if the Common
Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a
day on which the Common Stock is traded in the over-the-counter market, as
reported by the OTC Bulletin Board, or (iii) if the Common Stock is not
quoted on any Trading Market, a day on which the Common Stock is quoted in the
over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or
any similar organization or agency succeeding to its functions of reporting
prices); provided, that
in the event that the Common Stock is not listed or quoted as set forth in (i),
(ii) and (iii) hereof, then Trading Day shall mean a Business
Day.

     

    “Trading Market” means
whichever of the NASDAQ Global Select Market, the NASDAQ Global Market, the
NASDAQ Capital Market, the New York Stock Exchange, the NYSE Amex or the OTC
Bulletin Board on which the Common Stock is listed or quoted for trading on the
date in question.

     

    “Transaction Documents” means
this Agreement, the schedules and exhibits attached hereto or the Registration
Rights Agreement and any other documents or agreements executed in connection
with the transactions contemplated hereunder.

     

    “Transfer Agent” means
American Stock Transfer & Trust Co., or any successor transfer agent for the
Company.

     

    “U.S. Sanctions Laws” has the
meaning set forth in Section 3.2(q).

     

    ARTICLE
2:

    PURCHASE
AND SALE

     

    2.1         Closing.

     

    (a)           Purchase of Common
Shares.  Subject to the terms and conditions set forth in this
Agreement, at the Closing, the Company shall issue and sell to each Purchaser,
and each Purchaser shall, severally and not jointly, purchase from the Company,
the number of Common Shares set forth below such Purchaser’s name on the
signature page of this Agreement at a per Common Share price equal to the
Purchase Price.

     

    (b)           Closing.  The
Closing of the purchase and sale of the Common Shares shall take place at the
San Francisco office of Bingham McCutchen LLP, on the Closing Date or at such
other locations or remotely by facsimile transmission or other electronic means
as the parties may mutually agree.

     

    (c)           Form of
Payment.  Unless otherwise agreed to by the Company and a
Purchaser (as to itself only), on the Closing Date, (1) the Company shall cause
the Transfer Agent to issue the number of Common Shares set forth on such
Purchaser’s signature page to this Agreement (or to deliver to each Purchaser
one or more stock certificates, evidencing such shares in accordance with
Section 2.2(a)(ii) hereof) and (2) upon receipt thereof, each Purchaser shall
wire its Subscription Amount, in United States dollars and in immediately
available funds, in accordance with the Company’s written wire transfer
instructions.

     

    
      
         


      

      
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    2.2         Closing Deliveries.
  

     

    (a)           On
or prior to the Closing, the Company shall issue, deliver or cause to be
delivered to each Purchaser the following (the “Company
Deliverables”):

     

    (i)           this
Agreement, duly executed by the Company;

     

    (ii)          as
the Company and such Purchaser agree, the Company shall cause the Transfer Agent
to issue, in book-entry form the number of Common Shares specified on such
Purchaser’s signature page hereto (or, if the Company and such Purchaser shall
have agreed, as indicated on such Purchaser’s signature pages hereto, that such
Purchaser will receive Stock Certificates for their Common Shares, then the
Company shall instead instruct the Transfer Agent to issue such specified Stock
Certificates registered in the name of such Purchaser or as otherwise set forth
on such Purchaser’s Stock Certificate Questionnaire and to deliver such Stock
Certificates in accordance with such Purchaser’s instructions set forth on such
Purchaser’s Stock Certificate Questionnaire);

     

    (iii)         a
legal opinion of Company Counsel, dated as of the Closing Date and in the form
attached hereto as Exhibit C, executed
by such counsel and addressed to the Purchasers;

     

    (iv)         the
Registration Rights Agreement, duly executed by the Company (which shall be
delivered on the date hereof);

     

    (v)          a
certificate of the Secretary of the Company, in the form attached hereto as
Exhibit D,
dated as of the Closing Date, (a) certifying the resolutions adopted by the
Board of Directors of the Company or a duly authorized committee thereof
approving the transactions contemplated by this Agreement and the other
Transaction Documents and the issuance of the Common Shares, (b) certifying
the current versions of the Articles of Incorporation and Bylaws, as amended and
restated, of the Company and (c) certifying as to the signatures and
authority of persons signing the Transaction Documents and related documents on
behalf of the Company; and

     

    (vi)         a
certificate of the Chief Executive Officer or Chief Financial Officer of the
Company, in the form attached hereto as Exhibit E, dated as
of the Closing Date, certifying to the fulfillment of the conditions specified
in Sections 5.1(a) and (b).

     

    (b)          Each
Purchaser shall deliver or cause to be delivered to the Company the following
(the “Purchaser
Deliverables”):

     

    (i)           On
or prior to the date hereof:

     

    a)           this
Agreement, duly executed by such Purchaser;

     

    b)          the
Registration Rights Agreement, duly executed by such Purchaser;

     

    c)          a
fully completed and duly executed Accredited Investor Questionnaire, reasonably
satisfactory to the Company, and the Stock Certificate Questionnaire in the
forms attached hereto as Exhibits C-1 and C-2 , respectively;
and

     

    
      
         


      

      
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    (ii)          On
or prior to the Closing Date:

     

    a)           After
confirming that the Company has delivered the number of Common Shares specified
on such Purchaser’s signature page hereto in accordance with Section 2.2(a)(ii),
its Subscription Amount, in United States dollars and in immediately available
funds, in the amount indicated below such Purchaser’s name on the applicable
signature page hereto under the heading “Aggregate Purchase Price (Subscription
Amount)” by wire transfer in accordance with the Company’s written
instructions.

     

    ARTICLE
3:

    REPRESENTATIONS
AND WARRANTIES

     

    3.1         Representations and
Warranties of the Company. The Company hereby represents and warrants as
of the date hereof and the Closing Date (except for the representations and
warranties that speak as of a specific date, which shall be made as of such
date), to each of the Purchasers that:

     

    (a)           Subsidiaries. The
Company has no direct or indirect Subsidiaries other than as set forth in Exhibit F. The
Company owns, directly or indirectly, all of the capital stock or comparable
equity interests of each Subsidiary free and clear of any and all Liens, and all
the issued and outstanding shares of capital stock or comparable equity
interests of each Subsidiary are validly issued and are fully paid,
non-assessable and free of preemptive and similar rights to subscribe for or
purchase securities.

     

    (b)           Organization and
Qualification. The Company and each of its “Significant Subsidiaries” (as
defined in Rule 1-02 of Regulation S-X) is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization (as applicable), with the
requisite power and authority to own or lease and use its properties and assets
and to carry on its business as currently conducted. Neither the Company nor any
Significant Subsidiary is in violation of any of the provisions of its
respective articles or certificate of incorporation, bylaws or other
organizational documents. The Company and each of its Subsidiaries is duly
qualified to conduct business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be,
would not in the reasonable judgment of the Company be expected to have a
Material Adverse Effect.  The Company is duly registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended (the
“BHCA”).  The
Bank’s deposit accounts are insured up to applicable limits by the FDIC. The
Company has conducted its business in compliance with all applicable federal,
state and foreign laws, orders, judgments, decrees, rules, regulations and
applicable stock exchange requirements, including all laws and regulations
restricting activities of bank holding companies and banking organizations,
except for any noncompliance that, individually or in the aggregate, has not had
and would not be reasonably expected to have a Material Adverse
Effect.

     

    
      
         


      

      
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    (c)          Authorization; Enforcement;
Validity. The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by each of the
Transaction Documents to which it is a party and otherwise to carry out its
obligations hereunder and thereunder, including, without limitation, to issue
the Common Shares in accordance with the terms hereof. The Company’s execution
and delivery of each of the Transaction Documents to which it is a party and the
consummation by it of the transactions contemplated hereby and thereby
(including, but not limited to, the sale and delivery of the Common Shares) have
been duly authorized by all necessary corporate action on the part of the
Company, and no further corporate action is required by the Company, its Board
of Directors or its shareholders in connection therewith other than in
connection with the Required Approvals. Each of the Transaction Documents to
which it is a party has been (or upon delivery will have been) duly executed by
the Company and is, or when delivered in accordance with the terms hereof, will
constitute the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except (i) as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law. Except for Material Contracts,
there are no shareholder agreements, voting agreements, or other similar
arrangements with respect to the Company’s capital stock to which the Company is
a party or, to the Company’s Knowledge, between or among any of the Company’s
shareholders.

     

    (d)          No Conflicts. The
execution, delivery and performance by the Company of the Transaction Documents
to which it is a party and the consummation by the Company of the transactions
contemplated hereby or thereby (including, without limitation, the issuance of
the Common Shares) do not and will not (i) conflict with or violate any
provisions of the Company’s or any Subsidiary’s articles or certificate of
incorporation, bylaws or other organizational documents or otherwise result in a
violation of the organizational documents of the Company or any Subsidiary,
(ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would result in a default) under, result in
the creation of any Lien upon any of the properties or assets of the Company or
any Subsidiary under, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of,
any Material Contract, or (iii) subject to the Required Approvals, conflict with
or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority
to which the Company is subject (including federal and state securities laws and
regulations and the rules and regulations thereunder, assuming the correctness
of the representations and warranties made by the Purchasers herein, of any
self-regulatory organization to which the Company or its securities are subject,
including all applicable Trading Markets), or by which any property or asset of
the Company is bound or affected, except in the case of clauses (ii) and
(iii) such as would not have or reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

     

    (e)          Filings, Consents and
Approvals. Neither the Company nor any of its Subsidiaries is required to
obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal, state, local
or other governmental authority or other Person in connection with the
execution, delivery and performance by the Company of the Transaction Documents
(including, without limitation, the issuance of the Common Shares), other than
(i) the filing with the Commission of one or more Registration Statements in
accordance with the requirements of the Registration Rights Agreement,
(ii) filings required by applicable state securities laws, (iii) the
filing of a Notice of Exempt Offering of Securities on Form D with the
Commission under Regulation D of the Securities Act, (iv) the filing
of any requisite notices and/or application(s) to the Principal Trading Market
for the listing of the Common Shares for trading or quotation, as the case may
be, thereon in the time and manner required thereby, (v) the filings required in
accordance with Section 4.6 of this Agreement and (vi) those that have
been made or obtained prior to the date of this Agreement (collectively, the
“Required
Approvals”).

     

    
      
         


      

      
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    (f)           Issuance of the Common
Shares. The issuance of the Common Shares has been duly authorized and
the Common Shares, when issued and paid for in accordance with the terms of the
Transaction Documents, will be duly and validly issued, fully paid and
non-assessable and free and clear of all Liens, other than restrictions on
transfer provided for in the Transaction Documents or imposed by applicable
securities laws, and shall not be subject to preemptive or similar
rights.  Assuming the accuracy of the representations and warranties
of the Purchasers in this Agreement, the Common Shares will be issued in
compliance with all applicable federal and state securities laws.

     

    (g)          Capitalization. The
number of shares and type of all authorized, issued and outstanding capital
stock, options and other securities of the Company (whether or not presently
convertible into or exercisable or exchangeable for shares of capital stock of
the Company) has been set forth in the SEC Reports and has changed since the
date of such SEC Reports only due to stock grants or other equity awards or
stock option and warrant exercises that do not, individually or in the
aggregate, have a material effect on the issued and outstanding capital stock,
options and other securities. All of the outstanding shares of capital stock of
the Company are duly authorized, validly issued, fully paid and non-assessable,
have been issued in compliance in all material respects with all applicable
federal and state securities laws, and none of such outstanding shares was
issued in violation of any preemptive rights or similar rights to subscribe for
or purchase any capital stock of the Company. Except as specified in the SEC
Reports: (i) no shares of the Company’s outstanding capital stock are
subject to preemptive rights or any other similar rights; (ii) there are no
outstanding options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any shares of capital
stock of the Company, or contracts, commitments, understandings or arrangements
by which the Company is or may become bound to issue additional shares of
capital stock of the Company or options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, or exercisable or exchangeable for, any shares of
capital stock of the Company, other than those issued or granted pursuant to
Material Contracts or equity or incentive plans or arrangements described in the
SEC Reports; (iii) there are no material outstanding debt securities,
notes, credit agreements, credit facilities or other
agreements, documents or instruments evidencing indebtedness of the Company or
by which the Company is bound; (iv) except for the Registration Rights
Agreement, there are no agreements or arrangements under which the Company is
obligated to register the sale of any of its securities under the Securities
Act; (v) there are no outstanding securities or instruments of the Company
that contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company is or may
become bound to redeem a security of the Company; (vi) the Company does not
have any stock appreciation rights or “phantom stock” plans or agreements or any
similar plan or agreement; and (vii) the Company has no liabilities or
obligations required to be disclosed in the SEC Reports but not so disclosed in
the SEC Reports, which, individually or in the aggregate, will have or would
reasonably be expected to have a Material Adverse Effect.  There are
no securities or instruments containing anti-dilution or similar provisions that
will be triggered by the issuance of the Common Shares.

     

    
      
         


      

      
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    (h)          SEC Reports. The
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it under the Exchange Act, including pursuant to Section
13(a) or 15(d) thereof, since January 1, 2008 (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein,
being collectively referred to herein as the “SEC Reports”), on a timely
basis or has received a valid extension of such time of filing and has filed any
such SEC Reports prior to the expiration of any such extension. As of their
respective filing dates, the SEC Reports complied in all material respects with
the requirements of the Securities Act and the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.

     

    (i)           Financial Statements.
The financial statements of the Company and its Subsidiaries included in the SEC
Reports comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in
effect at the time of filing. Such financial statements have been prepared in
accordance with GAAP applied on a consistent basis during the periods involved,
except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and fairly present in all material respects the
balance sheet of the Company and its consolidated Subsidiaries taken as a whole
as of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal,
year-end audit adjustments, which would not be material, either individually or
in the aggregate.

     

    (j)           Tax Matters. The
Company and each of its Subsidiaries has (i) filed all material foreign, U.S.
federal, state and local tax returns, information returns and similar reports
that are required to be filed, and all such tax returns are true, correct and
complete in all material respects, and (ii) paid all material taxes required to
be paid by it and any other material assessment, fine or penalty levied against
it other than taxes (x) currently payable without penalty or interest, or (y)
being contested in good faith by appropriate proceedings.

     

    (k)           Material Changes.
Since the date of the latest audited financial statements included within the
SEC Reports, except as disclosed in subsequent SEC Reports filed prior to the
date hereof, (i) there have been no events, occurrences or developments
that have had or would reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect, (ii) the Company has not incurred
any material liabilities (contingent or otherwise) other than (A) trade
payables, accrued expenses and other liabilities incurred in the ordinary course
of business consistent with past practice and (B) liabilities not required
to be reflected in the Company’s financial statements pursuant to GAAP or
required to be disclosed in filings made with the Commission, (iii) the
Company has not altered materially its method of accounting or the manner in
which it keeps its accounting books and records, (iv) the Company has not
declared or made any dividend or distribution of cash or other property to its
shareholders or purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock, (v) the Company has not issued any equity
securities to any officer, director or Affiliate, except Common Stock issued
pursuant to existing Company option plans or equity based plans disclosed in the
SEC Reports, and (vi) there has not been any material change or amendment
to, or any waiver of any material right by the Company under, any Material
Contract under which the Company or any of its Subsidiaries is bound or subject.
Except for the transactions contemplated by this Agreement, no event, liability
or development has occurred or exists with respect to the Company or its
Subsidiaries or their respective business, properties, operations or financial
condition that would be required to be disclosed by the Company under applicable
securities laws at the time this representation is made that has not been
publicly disclosed at least one Trading Day prior to the date that this
representation is made.

     

    
      
         


      

      
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    (l)           Environmental
Matters. Except as disclosed in the SEC Reports, neither the Company nor
any of its Subsidiaries (i) is in violation of any statute, rule,
regulation, decision or order of any governmental agency or body or any court,
domestic or foreign, relating to the use, disposal or release of hazardous or
toxic substances or relating to the protection or restoration of the environment
or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”),
(ii) is liable for any off-site disposal or contamination pursuant to any
Environmental Laws, or (iii) is subject to any claim relating to any
Environmental Laws; in each case, which violation, contamination, liability or
claim has had or would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; and, to the Company’s Knowledge, there is
no pending or threatened investigation that might lead to such a
claim.

     

    (m)          Litigation. There is
no Action which (i) adversely affects or challenges the legality, validity
or enforceability of any of the Transaction Documents or the issuance of the
Common Shares or (ii) except as disclosed in the SEC Reports, is reasonably
likely to have a Material Adverse Effect, individually or in the aggregate, if
there were an unfavorable decision. Neither the Company nor any Subsidiary, nor
any director or officer thereof, is or has been the subject of any Action
involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty.  There has not been, and
to the Company’s Knowledge there is not pending or contemplated, any
investigation by the Commission involving the Company or any current or former
director or officer of the Company.  The Commission has not issued any
stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any of its Subsidiaries under the Exchange Act
or the Securities Act.

     

    (n)           Employment Matters.
No material labor dispute exists or, to the Company’s Knowledge, is imminent
with respect to any of the employees of the Company which would have or
reasonably be expected to have a Material Adverse Effect. To the Company’s
Knowledge, no executive officer is, or is now expected to be, in violation of
any material term of any employment contract, confidentiality, disclosure or
proprietary information agreement or non-competition agreement, or any other
contract or agreement or any restrictive covenant in favor of a third party, and
to the Company’s Knowledge, the continued employment of each such executive
officer does not subject the Company or any Subsidiary to any liability with
respect to any of the foregoing matters. The Company is in compliance with all
U.S. federal, state, local and foreign laws and regulations relating to
employment and employment practices, terms and conditions of
employment and wages and hours, except where the failure to be in compliance
would not have or reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

     

    (o)          Compliance. Neither
the Company nor any of its Subsidiaries (i) is in default under or in
violation of (and no event has occurred that has not been waived that, with
notice or lapse of time or both, would result in a default by the Company or any
of its Subsidiaries under), nor has the Company or any of its Subsidiaries
received written notice of a claim that it is in default under or that it is in
violation of, any Material Contract (whether or not such default or violation
has been waived), (ii) is in violation of any order of which the Company
has been made aware in writing of any court, arbitrator or governmental body
having jurisdiction over the Company or its properties or assets, or
(iii) is in violation of, or in receipt of written notice that it is in
violation of, any statute, rule or regulation of any governmental authority
applicable to the Company, or which would have the effect of revoking or
limiting FDIC deposit insurance, except in each case as would not have or
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

     

    
      
         


      

      
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    (p)          Regulatory Permits.
The Company and each of its Subsidiaries possess or have applied for all
certificates, authorizations, consents and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct
their respective businesses as currently conducted and as described in the SEC
Reports, except where the failure to possess such permits, individually or in
the aggregate, has not and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect (“Material Permits”), and
(i) neither the Company nor any of its Subsidiaries has received any notice
in writing of Proceedings relating to the revocation or material adverse
modification of any such Material Permits and (ii) the Company is unaware
of any facts or circumstances that would give rise to the revocation or material
adverse modification of any Material Permits.

     

    (q)          Title to Assets. The
Company and its Subsidiaries have good and marketable title to all real property
and tangible personal property owned by them which is material to the business
of the Company and its Subsidiaries, taken as a whole, in each case free and
clear of all Liens except such as do not materially affect the value of such
property or do not interfere with the use made and proposed to be made of such
property by the Company and any of its Subsidiaries. Any real property and
facilities held under lease by the Company and any of its Subsidiaries are held
by them under valid, subsisting and enforceable leases with such exceptions as
are not material and do not interfere with the use made and proposed to be made
of such property and buildings by the Company and its Subsidiaries.

     

    (r)           Patents and
Trademarks. The Company and its Subsidiaries own, possess, license, or
can acquire on reasonable terms, or have other rights to use all foreign and
domestic patents, patent applications, trade and service marks, trade and
service mark registrations, trade names, copyrights, inventions, trade secrets,
technology, Internet domain names, know-how and other intellectual property
(collectively, the “Intellectual Property”)
necessary for the conduct of their respective businesses as now conducted,
except where the failure to own, possess, license or have such rights would not
have or reasonably be expected to have a Material Adverse Effect. Except as set
forth in the SEC Reports and except where such violations or infringements would
not have or reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect, (a) there are no rights of third
parties to any such Intellectual Property; (b) there is no infringement by
third parties of any such Intellectual Property; (c) there is no pending or
threatened Proceeding by others challenging the Company’s and its Subsidiaries’
rights in or to any such Intellectual Property; (d) there is no pending or
threatened Proceeding by others challenging the validity or scope of any such
Intellectual Property; and (e) there is no pending or threatened Proceeding
by others that the Company and/or any Subsidiary infringes or otherwise violates
any patent, trademark, copyright, trade secret or other proprietary rights of
others.

     

    (s)           Insurance. The
Company and each of the Subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
the Company believes to be prudent and customary in the businesses and locations
in which the Company and the Subsidiaries are engaged. Neither the Company nor
any of its Subsidiaries has received any notice of cancellation of any such
insurance, nor, to the Company’s Knowledge, will it or any Subsidiary be unable
to renew their respective existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary
to continue its business at a cost that would not have a Material Adverse
Effect.

     

    
      
         


      

      
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    (t)           Transactions With Affiliates
and Employees. Except as set forth in the SEC Reports and other than the
grant of stock options or other equity awards that are not individually or in
the aggregate material in amount, none of the officers or directors of the
Company and, to the Company’s Knowledge, none of the employees of the Company,
is presently a party to any transaction with the Company or to a presently
contemplated transaction (other than for services as employees, officers and
directors) that would be required to be disclosed pursuant to Item 404 of
Regulation S-K promulgated under the Securities Act.

     

    (u)          Internal Control Over
Financial Reporting. Except as set forth in the SEC Reports, the Company
maintains internal control over financial reporting (as such term is defined in
Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP and such
internal control over financial reporting was effective as of the date of the
most recent SEC Report.

     

    (v)          Sarbanes-Oxley; Disclosure
Controls. The Company is in compliance in all material respects with all
of the provisions of the Sarbanes-Oxley Act of 2002, as amended, which are
applicable to it. Except as disclosed in the SEC Reports, the Company maintains
disclosure controls and procedures (as such term is defined in
Rule 13a-15(e) and 15d-15(e) under the Exchange Act), and such disclosure
controls and procedures are effective.

     

    (w)          Certain Fees. No
Person will have, as a result of the transactions contemplated by this
Agreement, any valid right, interest or claim against or upon the Company or a
Purchaser for any broker commissions, placement
agent fees, financial advisory fees, structuring fees or other similar compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of the Company. The
Company shall indemnify, pay, and hold each Purchaser harmless against, any
liability, loss or expense (including, without limitation, attorneys’ fees and
out-of-pocket expenses) arising in connection with any such right, interest or
claim.

     

    (x)           Private Placement.
Assuming the accuracy of the Purchasers’ representations and warranties set
forth in Section 3.2 of this Agreement and the accuracy of the information
disclosed in the Accredited Investor Questionnaires, no registration under the
Securities Act is required for the offer and sale of the Common Shares by the
Company to the Purchasers under the Transaction Documents.  The
issuance and sale of the Common Shares hereunder does not contravene the rules
and regulations of the Principal Trading Market.

     

    (y)          Registration Rights.
Except as disclosed in the SEC Reports, other than each of the Purchasers, no
Person has any right to cause the Company to effect the registration under the
Securities Act of any securities of the Company other than those securities
which are currently registered on an effective registration statement on file
with the Commission.

     

    
      
         


      

      
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    (z)           Listing and Maintenance
Requirements. The Company’s Common Stock is registered pursuant to
Section 12(b) of the Exchange Act, and the Company has taken no action designed
to terminate the registration of the Common Stock under the Exchange Act nor has
the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the 12 months
preceding the date hereof, received written notice from any Trading Market on
which the Common Stock is listed or quoted to the effect that the Company is not
in compliance with the listing or maintenance requirements of such Trading
Market. The Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance in all material respects with
the listing and maintenance requirements for continued trading of the Common
Stock on the Principal Trading Market.

     

    (aa)         Investment Company.
Neither the Company nor any of its Subsidiaries is required to be registered as,
and immediately following the Closing will not be required to register as, an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.

     

    (bb)        Unlawful Payments.
Neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge,
any directors, officers, employees, agents or other Persons acting at the
direction of or on behalf of the Company or any of its Subsidiaries has, in the
course of its actions for, or on behalf of, the Company: (a) directly or
indirectly, used any corporate funds for unlawful contributions, gifts,
entertainment or other unlawful expenses relating to foreign or domestic
political activity; (b) made any direct or indirect unlawful payments to any
foreign or domestic governmental officials or employees or to any foreign or
domestic political parties or campaigns from corporate funds; (c) violated
any provision of the Foreign Corrupt Practices Act of 1977, as amended; or
(d) made any other unlawful bribe, rebate, payoff, influence payment,
kickback or other material unlawful payment to any foreign or domestic
government official or employee.

     

    (cc)         Application of Takeover
Protections; Rights Agreements.  The Company and its Board of
Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s Articles of Incorporation or other
organizational documents or the laws of the jurisdiction of its incorporation or
otherwise which is or could become applicable to any Purchaser solely as a
result of the transactions contemplated by this Agreement, including, without
limitation, the Company’s issuance of the Common Shares and any Purchaser’s
ownership of the Common Shares.

     

    (dd)        Disclosure. The
Company confirms that neither it nor, to the Company’s Knowledge, any of its
officers or directors nor any other Person acting on its or their behalf, has
provided any Purchaser or its respective agents or counsel with any information
that it believes constitutes or could reasonably be expected to constitute
material, non-public information except insofar as the existence, provisions and
terms of the Transaction Documents and the proposed transactions contemplated
hereunder may constitute such information, all of which will be disclosed by the
Company in the Press Release as contemplated by Section 4.6 hereof. The Company
understands and confirms that each of the Purchasers will rely on the
representations in this Section 3.1(dd) in effecting transactions in securities
of the Company.  No event or circumstance has occurred or information
exists with respect to the Company or any of its Subsidiaries or its or their
business, properties, operations or financial conditions, which, under
applicable law, rule or regulation, requires public disclosure or announcement
by the Company but which has not been so publicly announced or disclosed, except
for the announcement of this Agreement and related
transactions and as may be disclosed on the Form 8-K filed pursuant to
Section 4.6.

     

    (ee)         Off Balance Sheet
Arrangements. There is no transaction, arrangement, or other relationship
between the Company (or any Subsidiary) and an unconsolidated or other off
balance sheet entity that is required to be disclosed by the Company in its
Exchange Act filings and is not so disclosed and would have or reasonably be
expected to have a Material Adverse Effect.

     

    
      
         


      

      
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    (ff)          Acknowledgment Regarding
Purchasers’ Purchase of Common Shares.  The Company acknowledges and
agrees that each of the Purchasers is acting solely in the capacity of an arm’s
length purchaser with respect to the Transaction Documents and the transactions
contemplated hereby and thereby.  The Company further acknowledges that no
Purchaser is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the
transactions contemplated thereby and any advice given by any of the Purchasers
or any of their respective representatives or agents in connection with the
Transaction Documents and the transactions contemplated thereby is merely
incidental to the Purchasers’ purchase of the Common Shares. 

     

    (gg)        Absence of
Manipulation.  The Company has not, and, to the Company’s Knowledge,
no one acting on its behalf has, taken, directly or indirectly, any action
designed to cause or to result in the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of any of the
Common Shares.

     

    (hh)        OFAC. Neither the
Company nor any Subsidiary nor, to the Company’s Knowledge, any director,
officer, agent, employee, Affiliate or Person acting on behalf of the Company or
any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will
not knowingly use the proceeds of the sale of the Common Shares, towards any
sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country
sanctioned by OFAC or for the purpose of financing the activities of any Person
currently subject to any U.S. sanctions administered by OFAC.

     

    (ii)           Money Laundering
Laws. The operations of each of the Company and any Subsidiary are in
compliance in all material respects with the money laundering statutes of
applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by
any applicable governmental agency (collectively, the “Money Laundering Laws”) and,
to the Company’s Knowledge, no Proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company and/or any
Subsidiary with respect to the Money Laundering Laws is pending or
threatened.

     

    (jj)           Reports, Registrations and
Statements.  Since December 31, 2008, the Company and each
Subsidiary have filed all material reports, registrations and statements,
together with any required amendments thereto, that it was required to file with
the FRB, the FDIC, the Comptroller and any other applicable foreign, federal or
state securities or banking authorities, except where the failure to file any
such report, registration or statement would not have or reasonably be expected
to have a Material Adverse Effect. All such reports and statements filed with
any such regulatory body or authority are collectively referred to herein as the
“Company Reports”. As of their respective dates, the Company Reports complied as
to form in all material respects with all the rules and regulations promulgated
by the FRB, the FDIC, the Comptroller and any other applicable foreign, federal
or state securities or banking authorities, as the case may be.

     

    (kk)         Adequate
Capitalization.  As of June 30, 2010, the Company’s Subsidiary
insured depository institutions met or exceeded the standards necessary to be
considered “well capitalized” under the Federal Deposit Insurance Company’s
regulatory framework for prompt corrective action.

     

    
      
         


      

      
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    (ll)           Agreements with Regulatory
Agencies; Compliance with Certain Banking Regulations.  Except
as a resulting from or in connection with the Company’s participation in the
Capital Purchase Program under the U.S. Treasury’s Troubled Assets Relief
Program or as disclosed in the SEC Reports, neither the Company nor any
Subsidiary is subject to any cease-and-desist or other similar order or
enforcement action issued by, or is a party to any formal written agreement,
consent agreement or memorandum of understanding with, or is a party to any
formal 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 in any material
respect the conduct of its business as presently conducted (each item in this
sentence, a “Regulatory
Agreement”), nor has the Company or any Subsidiary been advised since
December 31, 2007 by any governmental entity that it intends to issue, initiate,
order, or request any such Regulatory Agreement.

     

    The Company has no knowledge of any
facts or circumstances that would cause its Subsidiary banking institutions: (i)
to be deemed not to be in satisfactory compliance
with the Community Reinvestment Act and the regulations promulgated thereunder
or to be assigned a CRA rating by federal or state banking regulators of lower
than “satisfactory”; (ii) to be operating in violation, in any material
respect, of the Bank Secrecy Act, the Patriot Act, any order issued with respect
to anti-money laundering by OFAC, or any other Money Laundering Laws; or (iii)
not to be in satisfactory compliance, in any material respect, with all
applicable privacy of customer information requirements contained in any
applicable federal and state privacy laws and regulations as well as the
provisions of all information security programs adopted by the
Subsidiary.

    


    (mm)      No General Solicitation or
General Advertising.  Neither the Company nor, to the Company’s
Knowledge, any Person acting on its behalf has engaged or will engage in any
form of general solicitation or general advertising (within the meaning of
Regulation D under the Securities Act) in connection with any offer or sale of
the Common Shares.

     

    (nn)        Risk Management
Instruments.  Except as has not had or would not reasonably be
expected to have a Material Adverse Effect, since January 1, 2009, all material
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, were entered into (1) only in the ordinary
course of business, (2) in accordance with prudent practices and in all material
respects with all applicable laws, rules, regulations and regulatory policies,
and (3) with counterparties believed 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 Subsidiaries, enforceable in accordance with its
terms.  Neither the Company nor the Subsidiaries, nor, to the
Company’s Knowledge, any other party thereto, is in breach of any of its
material obligations under any such agreement or arrangement.

     

    (oo)        ERISA.  The
Company and each ERISA Affiliate is in compliance in all material respects with
all presently applicable provisions of ERISA; no “reportable event” described in
Section 4043 of ERISA (other than an event for which the 30-day notice
requirement has been waived by applicable regulation) has occurred with respect
to any Pension Plan for which the Company would have any liability that would
reasonably be expected to have a Material Adverse Effect; the Company has not
incurred and does not expect to incur liability under (i) Title IV of ERISA with
respect to termination of, or withdrawal from, any Pension Plan; or (ii)
Sections 412 or 4971 of the Code that would reasonably be expected to have a
Material Adverse Effect; and each Pension Plan for which the Company would have
liability that is intended to be qualified under Section 401(a) of the Code is
so qualified in all material respects and nothing has occurred, whether by
action or by failure to act, which would cause the loss of such
qualification.

     

    
      
         


      

      
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    (pp)        Shell Company
Status.  The Company is not, and has never been, an issuer
identified in Rule 144(i)(1).

     

    (qq)        No Additional
Agreements.  The Company has no other agreements or
understandings (including, without limitation, side letters) with any Purchaser
to purchase Common Shares on terms that are different from those set forth
herein.

     

    3.2         Representations and
Warranties of the Purchasers. Each Purchaser hereby, for itself and for
no other Purchaser, represents and warrants as of the date hereof and as of the
Closing Date to the Company as follows:

     

    (a)           Organization;
Authority. If such Purchaser is an entity, it is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization with the requisite corporate or other power and authority to enter
into and to consummate the transactions contemplated by the applicable
Transaction Documents and otherwise to carry out its obligations hereunder and
thereunder. If such Purchaser is an entity, the execution, delivery and
performance by such Purchaser of the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate or, if such Purchaser is
not a corporation, such partnership, limited liability company or other
applicable like action, on the part of such Purchaser. If such Purchaser is an
entity, each of this Agreement and the Registration Rights Agreement has been
duly executed by such Purchaser, and when delivered by such Purchaser in
accordance with the terms hereof, will constitute the valid and legally binding
obligation of such Purchaser, enforceable against it in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.

     

    (b)          No Conflicts. The
execution, delivery and performance by such Purchaser of this Agreement and the
Registration Rights Agreement and the consummation by such Purchaser of the
transactions contemplated hereby and thereby will not (i) result in a
violation of the organizational documents of such Purchaser (if such Purchaser
is an entity), (ii) conflict with, or constitute a default (or an event
which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which such Purchaser
is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws)
applicable to such Purchaser, except in the case of clauses (ii) and
(iii) above, for such conflicts, defaults, rights or violations which would
not, individually or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of such Purchaser to perform its obligations
hereunder.

     

    
      
         


      

      
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    (c)           Investment Intent.
Such Purchaser understands that the Common Shares are “restricted securities”
and have not been registered under the Securities Act or any applicable state
securities law and is acquiring the Common Shares as principal for its own
account and not with a view to, or for distributing or reselling such Common
Shares or any part thereof in violation of the Securities Act or any applicable
state securities laws; provided, that, by making the
representations herein, other than as set forth herein, such Purchaser does not
agree to hold any of the Common Shares for any minimum period of time and
reserves the right at all times to sell or otherwise dispose of all or any part
of such Common Shares pursuant to an effective registration
statement under the Securities Act or under an exemption from such registration
and in compliance with applicable federal and state securities laws. Such
Purchaser is acquiring the Common Shares hereunder in the ordinary course of its
business. Such Purchaser does not presently have any agreement, plan or
understanding, directly or indirectly, with any Person to distribute or effect
any distribution of any of the Common Shares (or any securities which are
derivatives thereof) to or through any Person.

     

    (d)           Purchaser Status. At
the time such Purchaser was offered the Common Shares, it was, and at the date
hereof it is, an “accredited investor” as defined in Rule 501(a) under the
Securities Act.  Such Purchaser has provided the information in the
Accredited Investor Questionnaire attached hereto as Exhibit B-1 or such
other form reasonably acceptable to the Company.

     

    (e)           Reliance.  The
Company will be entitled to rely upon this Agreement and are irrevocably
authorized to produce this Agreement or a copy hereof to (A) any regulatory
authority having jurisdiction over the Company and its affiliates and (B) any
interested party in any administrative or legal Proceeding or official inquiry
with respect to the matters covered hereby, in each case, to the extent required
by any court or governmental authority to which the Company is subject; provided, that the Company
provides the Purchaser with prior written notice of such
disclosure.

     

    (f)           General
Solicitation.  Such Purchaser: (i) became aware of the offering
of the Common Shares, and the Common Shares were offered to Purchaser, solely by
direct contact between Purchaser and the Company, and not by any other means,
including any form of “general solicitation” or “general advertising” (as such
terms are used in Regulation D promulgated under the Securities Act and
interpreted by the Commission); (ii) reached its decision to invest in the
Company independently from any other Purchaser (other than a Purchaser that is
an Affiliate of such Purchaser) ; (iii) has entered into no agreements with
shareholders of the Company or other subscribers for the purpose of controlling
the Company or any of its subsidiaries; and (iv) has entered into no agreements
with shareholders of the Company or other subscribers regarding voting or
transferring Purchaser’s interest in the Company.

     

    (g)           Experience of Such
Purchaser. Such Purchaser, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Common Shares, and has so evaluated the merits
and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Common Shares and, at the present time, is able to
afford a complete loss of such investment.

     

    
      
         


      

      
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    (h)          Access to
Information. Such Purchaser acknowledges that it has been afforded
(i) the opportunity to ask such questions as it has deemed necessary of,
and to receive answers from, representatives of the Company concerning the terms
and conditions of the offering of the Common Shares and the merits and risks of
investing in the Common Shares and any such questions have been answered to such
Purchaser’s reasonable satisfaction; (ii) access to information about the
Company and the Subsidiaries and their respective financial condition, results
of operations, business, properties, management and prospects sufficient to
enable it to evaluate its investment; (iii) the opportunity to obtain such
additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the investment and any such additional information has
been provided to such Purchaser’s reasonable satisfaction; and (iv) the
opportunity to ask questions of management and any such questions have been
answered to such Purchaser’s reasonable satisfaction. Neither such inquiries nor
any other investigation conducted by or on behalf of such Purchaser or its
representatives or counsel shall modify, amend or affect such Purchaser’s right
to rely on the truth, accuracy and completeness of the Company’s representations
and warranties contained in the Transaction Documents. Such Purchaser has sought
such accounting, legal and tax advice as it has considered necessary to make an
informed decision with respect to its acquisition of the Common
Shares.

     

    (i)           Brokers and Finders.
No Person will have, as a result of the transactions contemplated by the
Transaction Documents, any valid right, interest or claim against or upon the
Company or any Purchaser for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of
the Purchaser.

     

    (j)           Independent Investment
Decision. Such Purchaser has independently evaluated the merits of its
decision to purchase Common Shares pursuant to the Transaction Documents, and
such Purchaser confirms that it has not relied on the advice of any other
Purchaser’s business and/or legal counsel in making such decision other than any
other Purchaser which is an affiliate of such Purchaser. Such Purchaser
understands that nothing in this Agreement or any other materials presented by
or on behalf of the Company to the Purchaser in connection with the purchase of
the Common Shares constitutes legal, regulatory, tax or investment advice. Such
Purchaser has consulted such legal, tax and investment advisors as it, in its
sole discretion, has deemed necessary or appropriate in connection with its
purchase of the Common Shares.

     

    (k)           ERISA.  (i)
If Purchaser is, or is acting on behalf of, an ERISA Entity (as defined below),
Purchaser represents and warrants that on the date hereof;

     

    (A)  The
decision to invest assets of the ERISA Entity in the Common Shares was made by
fiduciaries independent of the Company or its affiliates, which fiduciaries are
duly authorized to make such investment decisions and who have not relied on any
advice or recommendations of the Company or its Affiliates;

     

    (B)  Neither
the Company nor any of its agents, representatives or Affiliates have exercised
any discretionary authority or control with respect to the ERISA Entity’s
investment in the Common Shares;

     

    (C)  The
purchase and holding of the Common Shares will not constitute a nonexempt
prohibited transaction under ERISA or Section 4975 of the Code or a similar
violation under any applicable similar laws; and

     

    (D)  The
terms of the Documents comply with the instruments and applicable laws governing
such ERISA Entity.

     

    
      
         


      

      
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    (ii) For
the purpose of this paragraph, the term “ERISA Entity” will mean (A)
an “employee benefit plan” within the meaning of Section 3(3) of ERISA subject
to Title I of ERISA, (B) a “plan” within the meaning of Section 4975(e)(1) of
the Code and (C) any person whose assets are deemed to be “plan assets” within
the meaning of ERISA Section 3(42) and 29 C.F.R. § 2510.3-101 or otherwise
under ERISA.

     

    (l)           Reliance on
Exemptions. Such Purchaser understands that the Common Shares being
offered and sold to it in reliance on specific exemptions from the registration
requirements of U.S. federal and state securities laws and that the Company is
relying in part upon the truth and accuracy of, and such Purchaser’s compliance
with, the representations, warranties, agreements, acknowledgements and
understandings of such Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of such Purchaser to acquire
the Common Shares.

     

    (m)          No Governmental
Review. Such Purchaser understands that no U.S. federal or state agency
or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Common Shares or the fairness or
suitability of the investment in the Common Shares nor have such authorities
passed upon or endorsed the merits of the offering of the Common
Shares.  Purchaser understands that the Common Shares are not savings
accounts, deposits or other obligations of any bank and are not insured by the
FDIC, including the FDIC’s Deposit Insurance Fund, or any other governmental
agency.

     

    (n)          Antitrust.  No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any governmental entity or authority or any other Person in
respect of any law or regulation, including the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations thereunder,
is necessary or required, and no lapse of a waiting period under law applicable
to such Purchaser is necessary or required, in each case in connection with the
execution, delivery or performance by such Purchaser of this Agreement or the
purchase of the Common Shares contemplated hereby.

     

    (o)          Residency. Such
Purchaser’s residence (if an individual) or office in which its investment
decision with respect to the Common Shares was made (if an entity) are located
at the address immediately below such Purchaser’s name on its signature page
hereto.

     

    (p)          Regulatory
Matters.  Purchaser understands and acknowledges that: (i) the
Company is a registered bank holding company under the BHCA, and is subject to
regulation by the FRB; (ii) acquisitions of interests in bank holding companies
are subject to the BHCA and the Change in Bank Control Act (the “CIBCA”) and may be reviewed
by the FRB to determine the circumstances under which such acquisitions of
interests will result in Purchaser becoming subject to the BHCA or subject to
the prior notice requirements of the CIBCA.  Assuming the accuracy of
the representations and warranties of the Company contained herein, Purchaser
represents that unless it has filed any notices, or obtained any approvals
required under, the BHCA and CIBCA or waivers therefore, neither it nor its
Affiliates will, as a result of the transactions contemplated herein, be deemed
to (i) own or control 10% or more of any class of voting securities of the
Company or (ii) otherwise control the Company for purposes of the BHCA or
CIBCA.  Purchaser is not participating and has not participated with
any other investor in the offering of the Common Shares in any joint activity or
parallel action towards a common goal between or among such investors of
acquiring control of the Company.

     

    
      
         


      

      
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    (q)          OFAC and Anti-Money
Laundering.  The Purchaser understands, acknowledges,
represents and agrees that (i) the Purchaser is not the target of any sanction,
regulation, or law promulgated by the Office of Foreign Assets Control, the
Financial Crimes Enforcement Network or any other U.S. governmental entity
(“U.S. Sanctions
Laws”); (ii) the Purchaser is not to its knowledge owned by, controlled
by, under common control with, or to its knowledge acting on behalf of any
person that is the target of U.S. Sanctions Laws; (iii) the Purchaser is not a
“foreign shell bank” and is not acting on behalf of a “foreign shell bank” under
applicable anti-money laundering laws and regulations; (iv) the Purchaser’s
entry into this Agreement or consummation of the transactions contemplated
hereby will not contravene U.S. Sanctions Laws or applicable Money Laundering
Laws; (v) the Purchaser will promptly provide to the Company or any regulatory
or law enforcement authority such information or documentation as may be
required to comply with U.S. Sanctions Laws or applicable Money Laundering Laws;
and (vi) the Company may provide to any regulatory or law enforcement authority
information or documentation regarding, or provided by, the Purchaser for the
purposes of complying with U.S. Sanctions Laws or applicable Money Laundering
Laws.

     

    (r)           No
Discussions.  Purchaser has not discussed the Offering with any
other party or potential investors (other than the Company, any other Purchaser
and Purchaser’s authorized representatives), except as expressly permitted under
the terms of this Agreement.

     

    (s)           Knowledge as to
Conditions.  Purchaser does not know of any 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 by it of the transactions contemplated by this
Agreement will not be obtained.

     

    The
Company and each of the Purchasers acknowledge and agree that no party to this
Agreement has made or makes any representations or warranties with respect to
the transactions contemplated hereby other than those specifically set forth in
this Article 3 and the Transaction Documents.

     

    ARTICLE
4:

    OTHER
AGREEMENTS OF THE PARTIES

     

    4.1         Transfer
Restrictions.

     

    (a)           Compliance with Laws.
Notwithstanding any other provision of this Article 4, each Purchaser covenants
that the Common Shares may be disposed of only pursuant to an effective
registration statement under, and in compliance with the requirements of, the
Securities Act, or pursuant to an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act, and in
compliance with any applicable state, federal or foreign securities
laws.  In connection with any transfer of the Common Shares other than
(i) pursuant to an effective registration statement, (ii) to the Company, (iii)
to an Affiliate of such Purchaser, or (iv) pursuant to Rule 144 (provided, that the transferor
provides the Company with reasonable assurances (in the form of seller and
broker representation letters) that such securities may be sold pursuant to such
rule), the Company may require the transferor thereof to provide to the Company
and the Transfer Agent, at the transferor’s expense, an opinion of counsel
selected by the transferor and reasonably acceptable to the Company and the
Transfer Agent, the form and substance of which opinion shall be reasonably
satisfactory to the Company and the Transfer Agent, to the effect that such
transfer does not require registration of such transferred Common Shares under
the Securities Act.  As a condition of transfer (other than pursuant
to clauses (i), (ii) or (iii) of the preceding sentence), any such transferee
shall agree in writing to be bound by the terms of this Agreement and shall have
the rights of a Purchaser under this Agreement and the Registration Rights
Agreement with respect to such transferred Common Shares.

     

    
      
         


      

      
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    (b)          Legends. Certificates
evidencing the Common Shares shall bear any legend as required by the “blue sky”
laws of any state and a restrictive legend in substantially the following form
(and, with respect to Common Shares held in book-entry form, the Transfer Agent
will record such a legend on the share register), until such time as they are
not required under Section 4.1(c) or applicable law:

     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.  THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED
BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS
TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT (PROVIDED
THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM
OF SELLER AND BROKER REPRESENTATION LETTERS) THAT THE SECURITIES MAY BE SOLD
PURSUANT TO SUCH RULE).  NO REPRESENTATION IS MADE BY THE ISSUER AS TO
THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
FOR RESALES OF THESE SECURITIES.

     

    (c)           Removal of Legends.
The restrictive legend set forth in Section 4.1(b) above shall be removed and
the Company shall issue a certificate without such restrictive legend or any
other restrictive legend to the holder of the applicable Common Shares upon
which it is stamped or issue to such holder by electronic delivery at the
applicable balance account at DTC, if (i) such Common Shares are registered for
resale under the Securities Act, (ii) upon request, if such Common Shares
are sold or transferred pursuant to Rule 144 (if the transferor is not an
Affiliate of the Company), or (iii) upon request, if such Common Shares are
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) as to such securities and without volume or
manner-of-sale restrictions.  Following the earlier of (i) the
Effective Date (as defined in the Registration Rights Agreement) or (ii) Rule
144 becoming available for the resale of Common Shares, without the requirement
for the Company to be in compliance with the current public information required
under 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Common Shares and
without volume or manner-of-sale restrictions, the Company shall instruct the
Transfer Agent to remove the legend from the Common Shares and shall cause its
counsel to issue any legend removal opinion required by the Transfer
Agent.  Any fees (with respect to the Transfer Agent, Company counsel
or otherwise) associated with the issuance of such opinion or the removal of
such legend shall be borne by the Company.  If a legend is no longer
required pursuant to the foregoing, the Company will no later than three (3)
Trading Days following the delivery by a Purchaser to the Company or the
Transfer Agent (with notice to the Company) of a legended certificate or
instrument representing such Common Shares (endorsed or with stock powers
attached, signatures guaranteed, and otherwise in form necessary to affect the
reissuance and/or transfer) and a representation letter to the extent required
by Section 4.1(a), deliver or cause to be delivered to such Purchaser a
certificate or instrument (as the case may be) representing such Common Shares
that is free from all restrictive legends.  The Company may not make
any notation on its records or give instructions to the Transfer Agent that
enlarge the restrictions on transfer set forth in this
Section 4.1(c).  Certificates for Common Shares free from all
restrictive legends may be transmitted by the Transfer Agent to the Purchasers
by crediting the account of the Purchaser’s prime broker with DTC as directed by
such Purchaser.

     

    
      
         


      

      
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    (d)          Acknowledgement. Each Purchaser hereunder acknowledges
its primary responsibilities under the Securities Act and accordingly will not
sell or otherwise transfer the Common Shares or any interest therein without
complying with the requirements of the Securities Act and the rules and regulations
promulgated thereunder. Except as otherwise provided below, while the
above-referenced registration statement remains effective, each Purchaser
hereunder may sell the Common Shares in accordance with the plan of distribution
contained in the registration statement and if it does so it will comply
therewith and with the related prospectus delivery requirements unless an
exemption therefrom is available or unless the Common Shares are sold pursuant
to Rule 144.  Subject to Sections 3 and 4 of the Registration Rights
Agreement, each Purchaser, severally and not jointly with the other Purchasers,
agrees that if it is notified by the Company in writing at any time that the
registration statement registering the resale of the Common Shares is not
effective or that the prospectus included in such registration statement no
longer complies with the requirements of Section 10 of the Securities Act,
such Purchaser will refrain from selling such Common Shares until such time as
such Purchaser is notified by the Company that such registration statement is
effective or such prospectus is compliant with Section 10 of the Exchange
Act, unless such Purchaser is able to, and does, sell such Common Shares
pursuant to an available exemption from the registration requirements of
Section 5 of the Securities Act.

     

    4.2         Acknowledgment of
Dilution.  The Company acknowledges that the issuance of the Common
Shares may result in dilution of the outstanding shares of Common Stock. 
The Company further acknowledges that its obligations under the Transaction
Documents, including without limitation its obligation to issue the Common
Shares pursuant to the Transaction Documents, are unconditional and absolute and
not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have
against any Purchaser and regardless of the dilutive effect that such issuance
may have on the ownership of the other shareholders of the Company.

     

    4.3         Furnishing of
Information. In order to enable the Purchasers to sell the Common Shares
under Rule 144 of the Securities Act, for a period of one year from the Closing,
the Company shall maintain the registration of the Common Stock under Section
12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in
respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to the
Exchange Act.  During such one year period, if the Company is not
required to file reports pursuant to such laws, it will prepare and furnish to
the Purchasers and make publicly available the information described in Rule
144(c)(2), if the provision of such information will allow resales of the Common
Shares pursuant to Rule 144.

     

    
      
         


      

      
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    4.4         Form D and Blue
Sky. The Company agrees to timely file a Form D with respect to the
Common Shares as required under Regulation D.  The Company, on or
before the Closing Date, shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for or to qualify the
Common Shares for sale to the Purchasers at the Closing pursuant to this
Agreement under applicable securities or “blue sky” laws of the states of the
United States (or to obtain an exemption from such qualification). The Company
shall make all filings and reports relating to the offer and sale of the Common
Shares required under applicable securities or “blue sky” laws of the states of
the United States following the Closing Date.

     

    4.5         No Integration. The
Company shall not, and shall use its commercially reasonable efforts to ensure
that no Affiliate of the Company shall, sell, offer for sale or solicit offers
to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that will be integrated with the offer or
sale of the Common Shares in a manner that would require the registration under
the Securities Act of the sale of the Common Shares to the
Purchasers.

     

    4.6         Securities Laws Disclosure;
Publicity. On or before 9:00 p.m., New York City time, on the date
following the date of this Agreement, the Company shall issue one or more press
releases (collectively, the “Press Release”) disclosing
(i) the material terms of the transactions contemplated hereby, including,
without limitation, the issuance of the Common Shares and (ii) any material,
non-public information that the Company may have provided to the Purchasers who
are not Affiliates of the Company.  On or before 5:30 p.m., New York
City time, on the fourth Trading Day immediately following the date of this
Agreement, the Company will file a Current Report on Form 8-K with the
Commission describing the terms of the Transaction Documents (and including as
exhibits to such Current Report on Form 8-K the material Transaction Documents
(including, without limitation, this Agreement and the Registration Rights
Agreement)). Notwithstanding the foregoing, the Company shall not publicly
disclose the name of any Purchaser or any Affiliate or investment adviser of any
Purchaser, or include the name of any Purchaser or any Affiliate or investment
adviser of any Purchaser in any press release or filing with the Commission
(other than the Registration Statement) or Trading Market, without the prior
written consent of such Purchaser, except (i) as required by federal
securities law in connection with (A) any registration statement
contemplated by the Registration Rights Agreement and (B) the filing of
final Transaction Documents with the Commission and (ii) to the extent such
disclosure is required by law, at the request of the staff of the Commission or
Trading Market regulations, in which case the Company shall provide the
Purchasers with prior written notice of such disclosure permitted under this
subclause (ii).  From and after the issuance of the Press
Release, no Purchaser (other than any Purchaser who is an Affiliate of the
Company) shall be in possession of any material, non-public information received
from the Company, any Subsidiary or any of their respective officers, directors
or employees, that is not disclosed in the Press Release.  Each
Purchaser, severally and not jointly with the other Purchasers, covenants that
until such time as the transactions contemplated by this Agreement are publicly
disclosed by the Company as described in this Section 4.6, such Purchaser
will maintain the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction)
except as required by law or administrative or court process and except to
Purchaser’s legal or investment advisors owing a legal duty to maintain the
confidentiality of all such disclosures.

     

    
      
         


      

      
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    4.7           Non-Public
Information. Except with the express written consent of such Purchaser
and unless prior thereto such Purchaser shall have executed a written agreement
regarding the confidentiality and use of such information, the Company shall
not, and shall cause each Subsidiary and each of their respective officers,
directors, employees and agents, not to, and each Purchaser shall not directly
solicit the Company, any of its Subsidiaries or any of their respective
officers, directors, employees or agents to provide any Purchaser with any
material, non-public information regarding the Company or any of its
Subsidiaries from and after the filing of the Press Release.

     

    4.8           Indemnification.

     

    (a)           Indemnification of
Purchasers. In addition to the indemnity provided in the Registration
Rights Agreement, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and
any other Persons with a functionally equivalent role of a Person holding such
titles notwithstanding a lack of such title or any other title), each Person who
controls such Purchaser (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers,
shareholders, agents, members, partners, employees and agents (and any other
Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling
person (each, an “Indemnified
Person”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation that any such Indemnified Person may suffer or incur as a
result of (i) any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction
Documents or (ii)
any action instituted against a Indemnified Person in any capacity, or any of
them or their respective affiliates, by any shareholder of the Company who is
not an affiliate of such Indemnified Person, with respect to any of the
transactions contemplated by this Agreement.  The Company will not be
liable to any Indemnified Person under this Agreement to the extent, but only to
the extent that a loss, claim, damage or liability is directly attributable to
any Indemnified Person’s breach of any of the representations, warranties,
covenants or agreements made by such Indemnified Person in this Agreement or in
the other Transaction Documents.

     

    (b)           Conduct of Indemnification
Proceedings.
Promptly after receipt by any Indemnified Person of any notice of any demand,
claim or circumstances which would or might give rise to a claim or the
commencement of any Proceeding in respect of which indemnity may be sought
pursuant to Section 4.8(a), such Indemnified Person shall promptly notify
the Company in writing and the Company shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Person, and shall assume the payment of all fees and expenses; provided, that the failure of
any Indemnified Person so to notify the Company shall not relieve the Company of
its obligations hereunder except to the extent that the Company is actually and
materially and adversely prejudiced by such failure to notify.  If the
Company 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 each Indemnified Party shall reasonably cooperate in the defense or
prosecution of such claim. In any such Proceeding, any Indemnified Person shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless: (i) the
Company and the Indemnified Person shall have mutually agreed to the retention
of such counsel; (ii) the Company shall have failed promptly
to assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Person in such Proceeding; or (iii) in the
reasonable judgment of counsel to such Indemnified Person, representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them.  The Company shall not be
liable for any settlement of any Proceeding effected without its written
consent, which consent shall not be unreasonably withheld, delayed or
conditioned. Without the prior written consent of the Indemnified Person, which
consent shall not be unreasonably withheld, delayed or conditioned, the Company
shall not effect any settlement of any pending or threatened Proceeding in
respect of which any Indemnified Person is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Person, unless
such settlement includes an unconditional release of such Indemnified Person
from all liability arising out of such Proceeding.

     

    
      
        
        

      

      
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    4.9           Listing of Common
Stock. The Company will use its reasonable best efforts to list the
Common Shares for quotation on the NASDAQ Global Select Market and maintain the
listing of the Common Stock on the NASDAQ Global Select Market.

     

    4.10         Limitation on Beneficial
Ownership.  Except for any Purchaser (and, to the extent
required under the BHCA or the CIBCA, its Affiliates) that has obtained all
regulatory approval or waivers required under the BHCA and the CIBCA, no
Purchaser (and none of its Affiliates or any other Persons with which it is
acting in concert) will be entitled to purchase a number of Common Shares that
would result in such Purchaser becoming, directly or indirectly, the beneficial
owner (as determined under Rule 13d-3 under the Exchange Act) of more than 9.9%
of the number of shares of Common Stock issued and outstanding.

     

    ARTICLE
5:

    CONDITIONS
PRECEDENT TO CLOSING

     

    5.1           Conditions Precedent to the
Obligations of the Purchasers to Purchase Common Shares. The obligation
of each Purchaser to acquire Common Shares at the Closing is subject to the
fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date,
of each of the following conditions, any of which may be waived by such
Purchaser (as to itself only):

     

    (a)           Representations and
Warranties. The representations and warranties of the Company contained
herein shall be true and correct in all material respects (except for those
representations and warranties that are qualified by materiality, which shall be
true and correct in all respects) as of the date hereof and as of the Closing
Date, as though made on and as of such date, except for such representations and
warranties that speak as of a specific date.

     

    (b)           Performance. The
Company shall have performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by it at or prior to the
Closing.

     

    (c)           No Injunction. No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction that prohibits the consummation of any of
the transactions contemplated by the Transaction Documents.

     

    (d)           Consents. Other than
the Required Approvals contemplated in Section 3.1(e)(i), (iii), (iv) and
(v) above, the Company shall have obtained in a timely fashion any and all
consents, permits, approvals, registrations and waivers necessary for
consummation of the purchase and sale of the Common Shares, all of which shall
be and remain so long as necessary in full force and effect.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

    

    (e)           Company Deliverables.
The Company shall have delivered the Company Deliverables in accordance with
Section 2.2(a).

     

    (f)           Termination. This
Agreement shall not have been terminated as to such Purchaser in accordance with
Sections 6.16.

     

    (g)           Minimum Gross
Proceeds.  The Company shall simultaneously issue and deliver
at the Closing to the Purchasers hereunder in the aggregate at least sufficient
Common Shares against payment, price per share equal to the Purchase Price, of
aggregate Subscription Amounts of at least $29.9 million.

     

    (h)           No Suspensions of Trading in
Common Stock; Listing.  The Common Stock shall not have been
suspended, as of the Closing Date, by NASDAQ from trading on NASDAQ nor shall
suspension by NASDAQ have been threatened, as of the Closing Date, either
(A) in writing or (B) by falling below the minimum listing maintenance
requirements of NASDAQ.

     

    (i)           Bank Regulatory
Issues.  The purchase of such
Common Shares shall not (i)  cause such Purchaser or any of its Affiliates
to violate any bank regulation, (ii) require such Purchaser or any of its
Affiliates to file a prior notice with the FRB or its delegee under the
CIBCA Act or the BHCA, as amended, or
obtain the prior approval of any bank regulator or (iii) unless the such
Purchaser is an Affiliate of the Company as of the date of this Agreement, cause
such Purchaser, together with any other person whose Company securities would be
aggregated with such Purchaser’s Company securities for purposes of any bank
regulation or law, to collectively be deemed to own, control or have the power
to vote securities which (assuming, for this purpose only, full conversion
and/or exercise of such securities by the Purchaser) would represent more than
9.9% of the voting securities of the Company outstanding at such
time.

     

    (j)           Material Adverse
Effect.   No Material
Adverse Effect shall have occurred since the date of this
Agreement.

     

    5.2           Conditions Precedent to the
Obligations of the Company to sell Common Shares. The Company’s
obligation to sell and issue the Common Shares at the Closing is subject to the
fulfillment, on or prior to the Closing Date, of the following conditions, any
of which may be waived by the Company:

     

    (a)           Representations and
Warranties. The representations and warranties made by each Purchaser in
Section 3.2 hereof shall be true and correct in all material respects
(except for those representations and warranties that are qualified by
materiality, which shall be true and correct in all respects) as of the date
hereof and as of the Closing Date as though made on and as of such date, except
for representations and warranties that speak as of a specific
date.

     

    (b)           Performance. Such
Purchaser shall have performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by such Purchaser at or
prior to the Closing Date.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        
  

    

    (c)           No Injunction. No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction that prohibits the consummation of any of
the transactions contemplated by the Transaction Documents.

     

    (d)           Consents. Other than
the Required Approvals contemplated in Section 3.1(e)(i), (iii), (iv) and
(v) above, the Company shall have obtained in a timely fashion any and all
consents, permits, approvals, registrations and waivers necessary for
consummation of the purchase and sale of the Common Shares, all of which shall
be and remain so long as necessary in full force and effect.

     

    (e)           Purchasers
Deliverables. Such Purchaser shall have delivered its Purchaser
Deliverables in accordance with Section 2.2(b).

     

    (f)           Termination. This
Agreement shall not have been terminated as to such Purchaser in accordance with
Sections 6.16 herein.

     

    ARTICLE
6:

    MISCELLANEOUS

     

    6.1           Fees and
Expenses.  The parties hereto shall be responsible for the
payment of all expenses incurred by them in connection with the preparation and
negotiation of the Transaction Documents and the consummation of the
transactions contemplated hereby.  The Company shall pay all Transfer
Agent fees, stamp taxes and other taxes and duties levied in connection with the
sale and issuance of the Common Shares to the Purchasers.

     

    6.2           Entire Agreement. The
Transaction Documents, together with the exhibits and schedules thereto, contain
the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements, understandings, discussions and
representations, oral or written, with respect to such matters, which the
parties acknowledge have been merged into such documents, exhibits and
schedules, provided
that the Transaction Documents shall not supersede, amend or alter any
existing agreement by and between the Company and any Purchaser that is an
Affiliate of the Company as of the date of this Agreement.  At or
after the Closing, and without further consideration, the Company and the
Purchasers will execute and deliver to the other such further documents as may
be reasonably requested in order to give practical effect to the intention of
the parties under the Transaction Documents.

     

    6.3           Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile (provided the sender receives a
machine-generated confirmation of successful transmission) at the facsimile
number specified in this Section prior to 5:00 p.m., New York City time, on a
Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 5:00 p.m., San Francisco City time, on any Trading Day, (c) the
Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service with next day delivery specified, or (d) upon
actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as follows:

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      
        	
                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 under such Purchaser’s name on the signature page
      hereof;

              


      

    

    


    or such other address as may be
designated in writing hereafter, in the same manner, by such
Person.

     

    6.4           Amendments; Waivers; No
Additional Consideration. No amendment or waiver of any provision of this
Agreement will be effective with respect to any party unless made in writing and
signed by an officer or a duly authorized representative of such
party.  No consideration shall be offered or paid to any Purchaser to
amend or consent to a waiver or modification of any provision of any Transaction
Document unless the same consideration is also offered to all Purchasers who
then hold Common Shares.

     

    6.5           Construction. The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. 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. This Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement or any of the Transaction
Documents.

     

    6.6           Successors and
Assigns. The provisions of this Agreement shall inure to the benefit of
and be binding upon the parties and their successors and permitted assigns. This
Agreement, or any rights or obligations hereunder, may not be assigned by the
Company without the prior written consent of the Purchasers. Any Purchaser may
assign its rights hereunder in whole or in part to any Person to whom such
Purchaser assigns or transfers any Common Shares in compliance with the
Transaction Documents and applicable law; provided, that such
transferee shall agree in writing to be bound, with respect to the transferred
Common Shares, by the terms and conditions of this Agreement that apply to the
“Purchasers”.

     

    6.7           No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person, other
than, solely with respect to the provisions of Section 4.8, the Indemnified
Persons.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

    

    6.8           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. Each party agrees that all Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective Affiliates, employees or agents) may be commenced
on a non-exclusive basis in the New York Courts. Each party hereto hereby
irrevocably submits to the non-exclusive jurisdiction of the New York Courts for
the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any such New York Court, or that such
Proceeding has been commenced in an improper or inconvenient forum. Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such Proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for 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 HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    6.9           Survival. Subject to
applicable statute of limitations, the representations, warranties, agreements
and covenants contained herein shall survive the Closing and the delivery of the
Common Shares; provided, that the
representations and warranties of the Company shall survive the Closing and the
delivery of Common Shares for a period of one year.

     

    6.10         Execution. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that the parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original thereof.

     

    6.11         Severability. If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.

     

    6.12         Replacement of Common
Shares.  If any certificate or instrument evidencing any Common
Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause
to be issued in exchange and substitution for and upon cancellation thereof, or
in lieu of and substitution therefor, a new certificate or instrument, but only
upon receipt of evidence reasonably satisfactory to the Company and the Transfer
Agent of such loss, theft or destruction and the execution by the holder thereof
of a customary lost certificate affidavit of that fact and an agreement to
indemnify and hold harmless the Company and the Transfer Agent for any losses in
connection therewith or, if required by the Transfer Agent, a bond in such form
and amount as is required by the Transfer Agent. The applicants for a new
certificate or instrument under such circumstances shall also pay any reasonable
third-party costs associated with the issuance of such replacement Common
Shares. If a replacement certificate or instrument evidencing any Common Shares
is requested due to a mutilation thereof, the Company may require delivery of
such mutilated certificate or instrument as a condition precedent to any
issuance of a replacement.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

       

    

    6.13         Remedies. In addition
to being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, each of the Purchasers and the Company may be
entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agree to waive in any action for specific performance of any
such obligation (other than in connection with any action for a temporary
restraining order) the defense that a remedy at law would be
adequate.

     

    6.14         Payment Set Aside. To
the extent that the Company makes a payment or payments to any Purchaser
pursuant to any Transaction Document or a Purchaser enforces or exercises its
rights thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or
part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

     

    6.15         Independent Nature of
Purchasers’ Obligations and Rights. The obligations of each Purchaser
under any Transaction Document are several and not joint with the obligations of
any other Purchaser, and no Purchaser shall be responsible in any way for the
performance of the obligations of any other Purchaser under any Transaction
Document.  The decision of each Purchaser to purchase Common Shares
pursuant to the Transaction Documents has been made by such Purchaser
independently of any other Purchaser and independently of any information,
materials, statements or opinions as to the business, affairs, operations,
assets, properties, liabilities, results of operations, condition (financial or
otherwise) or prospects of the Company or any Subsidiary which may have been
made or given by any other Purchaser or by any agent or employee of any other
Purchaser, and no Purchaser and none of its agents or employees shall have any
liability to any other Purchaser (or any other Person) relating to or arising
from any such information, materials, statements or opinions.  Nothing
contained herein or in any Transaction Document, and no action taken by any
Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by the
Transaction Documents.  Each Purchaser acknowledges that no other
Purchaser has acted as agent for such Purchaser in connection with making its
investment hereunder and that no Purchaser will be acting as agent of such
Purchaser in connection with monitoring its investment in the Common Shares or
enforcing its rights under the Transaction Documents.  Each Purchaser
shall be entitled to independently protect and enforce its rights, including
without limitation the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any Proceeding for such purpose.  It is expressly understood and agreed that each
provision contained in this Agreement is between the Company and a Purchaser,
solely, and not between the Company and the Purchasers collectively and not
between and among the Purchasers.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

       

    

    6.16         Termination.  This
Agreement may be terminated and the sale and purchase of the Common Shares
abandoned at any time prior to the Closing by either the Company or any
Purchaser (with respect to itself only) upon written notice to the other, if the
Closing has not been consummated on or prior to 5:00 p.m., New York City time,
on the Outside Date; provided,
however, that the right to terminate this Agreement under this
Section 6.16 shall not be available to any Person whose failure to comply
with its obligations under this Agreement has been the cause of or resulted in
the failure of the Closing to occur on or before such time.  The
Company shall give prompt notice of any such termination to each other
Purchaser, and, as necessary, work in good faith to restructure the transaction
to allow each Purchaser that does not exercise a termination right to purchase
the full number of securities set forth below such Purchaser’s name on the
signature page of this Agreement while remaining in compliance with Section
4.10. Nothing in this Section 6.16 shall be deemed to release any party
from any liability for any breach by such party of the terms and provisions of
this Agreement or the other Transaction Documents or to impair the right of any
party to compel specific performance by any other party of its obligations under
this Agreement or the other Transaction Documents. In the event of a termination
pursuant to this Section, the Company shall promptly notify all non-terminating
Purchasers. Upon a termination in accordance with this Section, the Company and
the terminating Purchaser(s) shall not have any further obligation or liability
(including arising from such termination) to the other, and no Purchaser will
have any liability to any other Purchaser under the Transaction Documents as a
result therefrom.

     

    6.17         Rescission and Withdrawal
Right.  Notwithstanding anything to the contrary contained in
(and without limiting any similar provisions of) the Transaction Documents,
whenever any Purchaser exercises a right, election, demand or option under a
Transaction Document and the Company does not timely perform its related
obligations within the periods therein provided, then such Purchaser may rescind
or withdraw, in its sole discretion from time to time upon written notice to the
Company, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights.

     

     [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         


      

      
        32

        
          

        

      

      
         


      

    
 

    IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

     

    
      
        
          	
                  BRIDGE
      CAPITAL HOLDINGS

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     [SIGNATURE
PAGES OF PURCHASERS FOLLOW]

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

      

    
      
        
          
            	
                    PURCHASER:

                  	 
      


          

        

      

      


      
        
          
            
              
                	
                        By:

                      	 
      
	
                        Name:

                      	 
      
	
                        Title:

                      	 
      


              

            

          

        

      

      


      
        
          
            	
                    Aggregate
      Purchase Price (Subscription Amount): $__________

                  	 
      
	 
      	 
      
	
                    Number
      of Common Shares to be Acquired: __________________

                  	 
      
	
                    Tax
      ID No.: ____________________

                  	 
      
	 	 
	
                    Address
      for Notice:

                  	 
      
	
                    __________________________________

                  	 
      
	
                    __________________________________

                  	 
      
	
                    __________________________________

                  	 
      
	 
      	 
      
	
                    Telephone
      No.: _______________________

                  	 
      
	
                    Facsimile
      No.: ________________________

                  	 
      
	
                    E-mail
      Address: ________________________

                  	 
      
	
                    Attention:  _______________________

                  	 
      


          

        

      

    

     

    Delivery
Instructions:

    (if
different than above)

     

    c/o  _______________________________

    Street:   ____________________________

    City/State/Zip:
______________________

    Attention:
__________________________

    Telephone
No.: ____________________________