Resale Registration Rights Agreement



 Exhibit 4.3 
  

RESALE REGISTRATION RIGHTS AGREEMENT 
  
 BY AND BETWEEN 

 
 GREATER BAY BANCORP

  
 AND 
  
 LEHMAN BROTHERS INC.

  
 DATED AS OF
MARCH 23, 2004 
  









 TABLE OF CONTENTS 
  

			
	 	  	Page


		
	 1.      Definitions
	  	1
		
	 2.      Shelf Registration
	  	4
		
	 3.      Additional Interest
	  	5
		
	 4.      Registration Procedures
	  	6
		
	 5.      Registration Expenses
	  	13
		
	 6.      Indemnification and Contribution
	  	14
		
	 7.      Rule 144A
	  	17
		
	 8.      Participation in Underwritten Registrations
	  	17
		
	 9.      Selection of Underwriters
	  	17
		
	 10.    Miscellaneous
	  	17

  









 RESALE REGISTRATION RIGHTS
AGREEMENT, dated as of March 23, 2004, by and between Greater Bay Bancorp, a California corporation (together with any successor entity, herein referred to as the “Issuer”), and Lehman Brothers Inc.
(the “Initial Purchaser”). 
  
 Pursuant to the
Purchase Agreement, dated March 23, 2004, between the Issuer and the Initial Purchaser (the “Purchase Agreement”), the Initial Purchaser has agreed to purchase from the Issuer up to $221,010,000 aggregate principal amount at
maturity of Zero Coupon Senior Convertible Contingent Debt Securities (the “CODES”) (including $44,202,000 aggregate principal amount if the initial purchaser exercises its option to purchase additional CODES, as set forth in the
Purchase Agreement). The CODES initially will be convertible into fully paid, nonassessable common stock, no par value per share, of the Issuer (the “Common Stock”) on the terms, and subject to the conditions, set forth in the
Indenture (as defined herein). To induce the Initial Purchaser to purchase the CODES, the Issuer has agreed to provide the registration rights set forth in this Agreement pursuant to the Purchase Agreement. 
  
 The parties hereby agree as follows: 
  
 1. Definitions. As used in this Agreement, the following
capitalized terms shall have the following meanings: 
  
 Additional Interest: As defined in Section 3(a) hereof. 
  
 Additional Interest Payment Date: Each March 23 and September 23, commencing September 23, 2004. 
  
 Agreement: This Resale Registration Rights Agreement, as amended, modified or otherwise supplemented from time to time in
accordance with the terms hereof. 
  
 Applicable Amount: With respect to each $1,000 principal amount at maturity of CODES, the sum of the initial issue price of such CODES ($904.95) plus accreted issue discount with respect to such CODES through the date of
determination; provided, that if no CODES are outstanding at the time of determination, the Applicable Amount shall be calculated as if the CODES were then outstanding. 
  
 Blue Sky Application: As defined in Section 6(a) hereof. 
  
 Broker-Dealer: Any broker or dealer registered under
the Exchange Act. 
  
 Business Day: A day
other than a Saturday or Sunday or any day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close. 
  
 Closing Date: The date of this Agreement. 
  
 CODES: As defined in the preamble hereto. 

 
 Commission: Securities and Exchange Commission.

  









 Common Stock: As defined in the preamble hereto. 
  
 Effectiveness Period: As defined in Section 2(a)(iii)
hereof. 
  
 Effectiveness Target Date: As
defined in Section 2(a)(ii) hereof. 
  
 Exchange Act: Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. 
  
 Holder: A Person who owns, beneficially or otherwise, Transfer Restricted Securities. 
  
 Indemnified Holder: As defined in Section 6(a)
hereof. 
  
 Indenture: The Indenture,
dated as of March 23, 2004, between the Issuer and Wilmington Trust Company, as trustee (the “Trustee”), pursuant to which the CODES are to be issued, as such Indenture is amended, modified or supplemented from time to time in
accordance with the terms thereof. 
  
 Initial
Purchaser: As defined in the preamble hereto. 
  
 Issuer: As defined in the preamble hereto. 
  
 Majority of Holders: Holders holding more than 50% of the aggregate principal amount at maturity of CODES outstanding; provided that, for purpose of this definition, a holder of shares of Common Stock
which constitute Transfer Restricted Securities when issued upon conversion of the CODES shall be deemed to hold an aggregate principal amount at maturity of CODES (in addition to the principal amount at maturity of CODES held by such holder) equal
to $1,000 times the quotient of (x) the number of such shares of Common Stock received upon conversion of the CODES and then held by such holder and (y) the prevailing conversion rate, such prevailing conversion rate as determined in accordance with
the Indenture. 
  
 NASD: National
Association of Securities Dealers, Inc. 
  
 Person: An individual, partnership, corporation, unincorporated organization, limited liability company, trust, joint venture or a government or agency or political subdivision thereof. 
  
 Prospectus: The prospectus included in a Shelf
Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 
  
 Purchase Agreement: As defined in the preamble
hereto. 
  
 Questionnaire: As defined in
Section 2(b) hereof. 
  

 2 








 Questionnaire Deadline: As defined in Section 2(b) hereof. 
  
 Record Holder: With respect to any Additional
Interest Payment Date, each Person who is a Holder on the record date with respect to such Additional Interest Payment Date, which record date shall be the date that is the 15th day preceding the relevant Additional Interest Payment Date. 
  
 Registration Default: As defined in Section 3(a) hereof. 
  
 Sale Notice: As defined in Section 4(d) hereof. 
  
 Securities Act: Securities Act of 1933, as amended,
and the rules and resolutions of the Commission thereunder. 
  
 Shelf Filing Deadline: As defined in Section 2(a)(i) hereof. 
  
 Shelf Registration Statement: As defined in Section 2(a)(i) hereof. 
  
 Suspension Notice. As defined in Section 4(c) hereof. 
  
 Suspension Period. As defined in Section 4(b)(i)
hereof. 
  
 TIA: Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA. 
  

Transfer Restricted Securities: Each CODES and each share of Common Stock issued upon conversion of CODES until the earlier of:

  
 (i) the date on which such CODES or such
share of Common Stock issued upon conversion thereof has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; 
  
 (ii) the date on which such CODES or such share of Common Stock issued upon conversion thereof is
transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an affiliate of the Issuer pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any
volume or manner of sale restrictions thereunder; or 
  
 (iii) the date on which such CODES or such share of Common Stock issued upon conversion ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise). 
  
 Underwritten Registration or Underwritten Offering: A
registration in which CODES of the Issuer are sold to an underwriter for reoffering to the public. 
  

 3 








 2. Shelf Registration. 
  
 (a) The Issuer shall: 
  
 (i) not later than 90 days after the date hereof (the “Shelf Filing Deadline”), cause to be filed a registration
statement pursuant to Rule 415 under the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, the “Shelf Registration Statement”), which Shelf Registration Statement
shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof; 
  
 (ii) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by
the Commission not later than 180 days after the date hereof (the “Effectiveness Target Date”); and 
  
 (iii) use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it (A) is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement and (B) conforms with the
requirements of this Agreement and the Securities Act for a period (the “Effectiveness Period”) of: 
  
 (1) two years following the last date of original issuance of CODES; or 
  
 (2) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities
are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as
a result of redemption, repurchase and cancellation, conversion or otherwise) or (z) all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. 
  
 (b) To have its Transfer Restricted Securities included in the Shelf Registration Statement pursuant to this Agreement, each
Holder shall complete the Selling Securityholder Notice and Questionnaire, the form of which is contained in Annex A to the Offering Memorandum relating to the CODES (the “Questionnaire”). The Issuer shall mail the Questionnaire to
each Holder not less than 20 Business Days (but not more than 40 Business Days) prior to the time the Issuer intends in good faith to have the Shelf Registration Statement declared effective by the Commission. Holders are required to complete and
deliver the Questionnaire to the Issuer within 20 Business Days after the Issuer’s delivery thereof (the “Questionnaire Deadline”). Upon receipt of a Questionnaire from a Holder on or prior to the Questionnaire Deadline, the
Issuer shall include such Holder’s Transfer Restricted Securities in the Shelf Registration Statement and the Prospectus. In addition, promptly upon the request of a Holder given to the Issuer at any time, the Issuer shall deliver a
Questionnaire to such Holder. 

  

 4 








 
Notwithstanding the foregoing, upon receipt of a completed Questionnaire from a Holder who did not complete and deliver a Questionnaire prior to the
Questionnaire Deadline, the Issuer shall, within 30 Business Days of such receipt, file such amendments to the Shelf Registration Statement or supplements to a related Prospectus as are necessary to permit such Holder to deliver such Prospectus to
transferees of Transfer Restricted Securities; provided, that (i) any failure by the Issuer to file such amendments or supplements shall not result in the payment of Additional Interest to such Holder; (ii) that the Issuer shall not be
obligated to file more than (x) one (1) such pre-effective amendment or supplement for all such Holders in any one fiscal quarter and (y) more than one (1) such post-effective amendment for all such Holders in any one six-month period; and (iii) in
no event shall the Company be required to file any pre-effective amendment, post-effective amendment or supplement unless the aggregate principal amount at maturity of all Transfer Restricted Securities requested to be included therein by all such
Holders exceeds $1,000,000. 
  
 (c) Upon receipt of written
request for additional information from the Issuer, each Holder who intends to be named as a selling securityholder in the Shelf Registration Statement shall furnish to the Issuer in writing, within 20 Business Days after such Holder’s receipt
of such request, such additional information regarding such Holder and the proposed distribution by such Holder of its Transfer Restricted Securities, in connection with the Shelf Registration Statement or Prospectus or Preliminary Prospectus
included therein and in any application to be filed with or under state securities law, as the Issuer may reasonably request. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Issuer shall
notify such Holders of the requirements set forth in this paragraph regarding their obligation to provide the information requested pursuant to this Section 2(c). Each Holder as to which the Shelf Registration Statement is being effected agrees to
furnish promptly to the Issuer all information required to be disclosed in order to make information previously furnished to the Issuer by such Holder not materially misleading. 
  
 3. Additional Interest. 
  
 (a) If: 
  
 (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; 
  
 (ii) the Shelf Registration Statement has not been declared
effective by the Commission prior to or on the Effectiveness Target Date; 
  
 (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable
for its intended purpose without being succeeded within five Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or 
  

 5 








 (iv) (A) prior to or on the 45th or 60th day, as the case
may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period, 
  
 (each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), the Issuer hereby agrees to pay additional interest
(“Additional Interest”) with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured, accruing at a rate,
to each holder of CODES, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the Applicable Amount of the CODES, and (y) with respect to the period
commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal
to 0.50% per annum of the Applicable Amount of the CODES; provided that in no event shall Additional Interest accrue at an aggregate rate per year exceeding 0.50% of the Applicable Amount of the CODES. 
  
 (b) All accrued Additional Interest shall be paid in arrears to Record
Holders by the Issuer on each Additional Interest Payment Date by wire transfer of immediately available funds or by federal funds check. Following the cure of all Registration Defaults relating to any particular Security, the accrual of Additional
Interest with respect to such Security will cease. The Issuer agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Interest. 
  
 All obligations of the Issuer set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have
been satisfied in full. 
  
 4. Registration
Procedures. 
  
 (a) In connection with the Shelf
Registration Statement, the Issuer shall comply with all the provisions of Section 4(b) hereof and shall use its best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof, and pursuant thereto, shall as expeditiously as possible prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the
Securities Act. 
  
 (b) In connection with the Shelf Registration
Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities, the Issuer shall: 
  
 (i) Subject to any notice by the Issuer in accordance with this Section 4(b) of the existence of any fact or event of the kind described
in Section 4(b)(iii)(D), use its reasonable best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Shelf Registration Statement or the
Prospectus contained therein (A) to contain a material misstatement or omission 

  

 6 








 
or (B) not be effective and usable for resale of Transfer Restricted Securities during the Effectiveness Period, the Issuer shall file promptly an
appropriate amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or (B), use its best efforts to cause such amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their intended
purposes as soon as practicable thereafter. Notwithstanding the foregoing, the Issuer may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders for a period not to exceed an aggregate of 45 days in any 90-day
period (each such period, a “Suspension Period”) if: 
  
 (x) an event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Issuer’s reasonable judgment, contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading; and 
  
 (y) the Issuer reasonably determines that the disclosure of such event at such time would have a material adverse effect on the business
of the Issuer (and its subsidiaries, if any, taken as a whole); 
  
 provided that in the event the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Issuer’s ability to consummate such transaction, the
Issuer may extend a Suspension Period from 45 days to 60 days; provided, however, that Suspension Periods shall not exceed an aggregate of 90 days in any 360-day period. 
  
 (ii) Prepare and file with the Commission such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary to keep the Shelf Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the
Prospectus; provided, however, that in no event will such method(s) of distribution take the form of an underwritten offering without the prior written agreement of the Issuer. 
  

 7 








 (iii) Advise the underwriter(s), if any, and selling Holders promptly (but in any event
within five Business Days) and, if requested by such Persons, to confirm such advice in writing: 
  
 (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf
Registration Statement or any post-effective amendment thereto, when the same has become effective, 
  
 (B) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or
for additional information relating thereto, 
  
 (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer
Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or 
  
 (D) of the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material
fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration
Statement or the Prospectus in order to make the statements therein not misleading. 
  
 If at any time the Commission shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Issuer shall use its best efforts to obtain the withdrawal or lifting of such order at the earliest
possible time and will provide to the Initial Purchaser and each Holder who is named in the Shelf Registration Statement prompt notice of the withdrawal of any such order. 
  
 (iv) Furnish to one counsel for the selling Holders and each of the underwriter(s), if any, before filing
with the Commission, a copy of the Shelf Registration Statement and copies of any Prospectus included therein or any amendments or supplements to the Shelf Registration Statement or Prospectus (other than documents incorporated by reference after
the initial filing of the Shelf Registration Statement), which documents will be subject to the review of such holders and underwriter(s), if any, for a period of at least five Business Days but no more than seven Business Days (in the case of the
Shelf Registration Statement and Prospectus) and two Business Days but no more than four Business Days (in the case of any amendment or supplement thereto), and the Issuer will not file the Shelf Registration Statement or Prospectus or any amendment
or supplement to the Shelf Registration Statement or Prospectus (other than documents incorporated by reference) to which a selling Holder of Transfer Restricted Securities covered by the Shelf Registration Statement or the 

  

 8 








 
underwriter(s), if any, shall reasonably object prior to the filing thereof. A selling Holder or underwriter, if any, shall be deemed to have reasonably
objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission. 
  
 (v) Make available at reasonable times for inspection by one or more representatives of the selling Holders,
designated in writing by a Majority of Holders whose Transfer Restricted Securities are included in the Shelf Registration Statement, any underwriter participating in any distribution pursuant to the Shelf Registration Statement, and any attorney or
accountant retained by such selling Holders or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Issuer as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the Issuer’s officers, directors, managers and employees to supply all information reasonably requested by any such representative or representatives of the selling Holders, underwriter, attorney or
accountant in connection with the Shelf Registration Statement after the filing thereof and before its effectiveness, provided, however, that any information designated by the Issuer as confidential at the time of delivery of such information
shall be kept confidential by the recipient thereof and subject, upon request of the Issuer, to the execution of a confidentiality agreement that is reasonable in the context of a registered public offering. 
  
 (vi) If requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in the Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably
request to have included therein, including, without limitation: (1) information relating to the “Plan of Distribution” of the Transfer Restricted Securities, (2) information with respect to the principal amount of CODES or number of
shares of Common Stock being sold to such underwriter(s), (3) the purchase price being paid therefor and (4) any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Issuer is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment. 
  
 (vii) Furnish to each selling Holder and each of the
underwriter(s), if any, upon their request, without charge, at least one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto (and any documents incorporated by reference therein or exhibits
thereto (or exhibits incorporated in such exhibits by reference) as such Person may request). 
  
 (viii) Deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including
each preliminary prospectus) and any amendment or supplement thereto as such 

  

 9 








 
Persons reasonably may request; subject to any notice by the Issuer in accordance with this Section 4(b) of the existence of any fact or event of the kind
described in Section 4(b)(iii) (D), the Issuer hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale
of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto. 
  
 (ix) The Issuer shall: 
  
 (A) upon request, furnish to each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably request
and as are customarily made by issuers to underwriters in primary underwritten offerings for selling security holders, upon the date of closing of any sale of Transfer Restricted Securities in an Underwritten Registration: 
  
 (1) a certificate, dated the date of such closing, signed
by the Chief Financial Officer of the Issuer covering such matters as are customarily covered in closing certificates delivered to underwriters in connection with underwritten offerings of securities; 
  
 (2) opinions, each dated the date of such closing, of
counsel to the Issuer covering such of the matters as are customarily covered in legal opinions to underwriters in connection with underwritten offerings of securities; and 
  
 (3) customary comfort letters, dated the date of such closing, from the Issuer’s independent
accountants (and from any other accountants whose report is contained or incorporated by reference in the Shelf Registration Statement) in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in
connection with underwritten offerings of securities; 
  
 (B) set forth in full in the underwriting agreement, if any, indemnification provisions and procedures which provide rights no less protective than those set forth in Section 6 hereof with respect to all parties to be indemnified; and

  
 (C) deliver such other documents and
certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the selling Holders pursuant to
this clause (ix). 
  
 (x) Before any public
offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities
or Blue Sky laws of such jurisdictions in the United States as the selling Holders or underwriter(s), if any, may reasonably 

  

 10 








 
request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities
covered by the Shelf Registration Statement; provided, however, that the Issuer shall not be required (A) to register or qualify as a foreign corporation or a dealer of securities where it is not now so qualified or to take any action that
would subject it to the service of process in any jurisdiction where it is not now so subject or (B) to subject itself to taxation in any such jurisdiction if it is not now so subject. 
  
 (xi) Cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation
and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and enable such Transfer Restricted Securities to be in such denominations
and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days before any sale of Transfer Restricted Securities made by such underwriter(s). 
  
 (xii) Use its best efforts to cause the Transfer Restricted
Securities covered by the Shelf Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate
the disposition of such Transfer Restricted Securities. 
  
 (xiii) Subject to Section 4(b)(i) hereof, if any fact or event contemplated by Section 4(b)(iii)(D) hereof shall exist or have occurred, use its best efforts to prepare a supplement or post-effective amendment to the
Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. 
  
 (xiv) Provide CUSIP numbers for all Transfer Restricted
Securities not later than the effective date of the Shelf Registration Statement and provide the Trustee under the Indenture with certificates for the CODES that are in a form eligible for deposit with The Depository Trust Company. 
  
 (xv) Cooperate and assist in any filings required to be made
with the NASD and in the performance of any due diligence investigation by any underwriter that is required to be retained in accordance with the rules and regulations of the NASD. 
  
 (xvi) Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the
Commission and all reporting requirements under the Exchange Act. 
  

 11 








 (xvii) Cause the Indenture to be qualified under the TIA not later than the effective
date of the Shelf Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the holders of CODES to effect such changes to the Indenture as may be required for such Indenture to be so qualified
in accordance with the terms of the TIA; and execute and use its best efforts to cause the Trustee thereunder to execute all documents that may be required to effect such changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner. 
  
 (xviii) Cause all Transfer Restricted Securities covered by the Shelf Registration Statement to be listed or quoted, as the case may be, on each securities exchange or automated quotation system on which similar
securities issued by the Issuer are then listed or quoted. 
  
 (xix) Provide to each Holder upon written request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act after the effective date of the Shelf
Registration Statement. 
  
 (xx) If requested by
the underwriters, prepare and present to potential investors customary “road show” or marketing materials in a manner consistent with other new issuances of other securities similar to the Transfer Restricted Securities. 
  
 (c) Each Holder agrees by acquisition of a Transfer Restricted Security that,
upon receipt of any notice (a “Suspension Notice”) from the Issuer of the existence of any fact of the kind described in Section 4(b)(iii)(D) hereof, such Holder will, and will use its reasonable best efforts to cause any
underwriter(s) in an Underwritten Offering to, forthwith discontinue disposition of Transfer Restricted Securities pursuant to the Shelf Registration Statement until: 
  
 (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section
4(b)(xiii) hereof; or 
  
 (ii) such Holder is
advised in writing by the Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. 
  
 If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer’s
expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice of suspension. 
  
 (d) Upon the effectiveness of the Shelf Registration Statement, each Holder
shall notify the Issuer at least three Business Days prior to any intended distribution of Transfer Restricted Securities pursuant to the Shelf Registration Statement (a “Sale Notice”), which notice shall be effective for five
Business Days. Each Holder of Transfer Restricted Securities, by accepting the same, agrees to hold any communication by the Issuer in response to a Sale Notice in confidence. 
  

 12 








 5. Registration Expenses. All expenses incident to the Issuer’s performance of
or compliance with this Agreement shall be borne by the Issuer regardless of whether a Shelf Registration Statement becomes effective, including, without limitation: 
  
 (i) all registration and filing fees and expenses (including filings made by the Initial Purchaser or any
Holders with the NASD); 
  
 (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities laws; 
  
 (iii) all expenses of printing (including printing of Prospectuses and certificates for the Common Stock to be issued upon conversion of
the CODES) and the Issuer’s expenses for messenger and delivery services and telephone; 
  
 (iv) all fees and disbursements of counsel to the Issuer and, subject to Section 5(b) below, the Holders of Transfer Restricted
Securities; 
  
 (v) all application and filing
fees in connection with listing (or authorizing for quotation) the Common Stock on a national securities exchange or automated quotation system pursuant to the requirements hereof; and 
  
 (vi) all fees and disbursements of independent certified public accountants of the Issuer (including the
expenses of any special audit and comfort letters required by or incident to such performance). 
  
 The Issuer shall bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal,
accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuer. 
  
 (b) In connection with the Shelf Registration Statement required by this Agreement, including any amendment or supplement thereto, and any other documents
delivered to any Holders, the Issuer shall reimburse the Initial Purchaser and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of
not more than one counsel, which shall be Simpson Thacher & Bartlett LLP, or such other counsel as may be chosen by a Majority of Holders for whose benefit the Shelf Registration Statement is being prepared. 
  

 13 








 6. Indemnification and Contribution. The Issuer shall indemnify and hold harmless
each Holder, such Holder’s officers, directors, partners and employees and each person, if any, who controls such Holder within the meaning of the Securities Act (each, an “Indemnified Holder”), from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which such Indemnified Holder may
become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon: 
  
 (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Shelf Registration Statement or Prospectus or
any amendment or supplement thereto or (B) any blue sky application or other document or any amendment or supplement thereto prepared or executed by the Issuer (or based upon written information furnished by or on behalf of the Issuer expressly for
use in such blue sky application or other document or amendment on supplement) filed in any jurisdiction specifically for the purpose of qualifying any or all of the Transfer Restricted Securities under the securities law of any state or other
jurisdiction (such application or document being hereinafter called a “Blue Sky Application”); or 
  
 (ii) the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, 
  
 and shall reimburse each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified Holder in connection with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon,
any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application in reliance upon and in conformity with written
information furnished to the Issuer by or on behalf of such Holder; provided, further, that the Issuer shall not be liable for any loss, liability, claim, damage or expense to the extent that it arises from (1) a sale of Transfer Restricted
Securities occurring during a Suspension Period, provided that such Holder shall have received a Suspension Notice with respect to such Suspension Period prior to such sale or (2) an untrue statement or omission or alleged untrue statement or
omission of a material fact contained in a Prospectus, if (w) the Issuer had notified such Holder of such untrue statement or omission or alleged untrue statement or omission prior to the Holder’s first use of the Prospectus, (x) the Holder
failed to deliver, at or prior to the written confirmation of sale, a Prospectus that was amended or supplemented, (y) such Prospectus, as amended or supplemented, would have corrected the untrue statement or omission or alleged untrue statement or
omission and (z) the Prospectus, as amended or supplemented, had been delivered to such Holder prior to the time of the Holder’s first use of the Prospectus. The foregoing indemnity agreement is in addition to any liability which the Issuer may
otherwise have to any Indemnified Holder. 
  
 (b) Each Holder,
severally and not jointly, shall indemnify and hold harmless the Issuer, its officers, directors and employees and each person, if any, who controls the Issuer within the meaning of the Securities Act, from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the Issuer or any such officer, director, employee or controlling person may become subject, insofar as any such loss, claim, damage or liability or action arises out of, or is
based upon: 
  
 (i) any untrue statement or
alleged untrue statement of any material fact contained in the Shelf Registration Statement or Prospectus or any amendment or supplement thereto or any Blue Sky Application; or 
  

 14 








 (ii) the omission or the alleged omission to state therein any material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, 
  
 but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Issuer by or on behalf of such Holder (or its related Indemnified Holder) specifically for use therein, and shall reimburse the Issuer and any such officer, employee or controlling person promptly upon
demand for any legal or other expenses reasonably incurred by the Issuer or any such officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or
action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Holder may otherwise have to the Issuer and any such officer, employee or controlling person. 
  
 (c) Promptly after receipt by an indemnified party under this Section 6 of
notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the claim or the
commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent it has been materially prejudiced by such
failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be
brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying
party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall
not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however,
that a Majority of Holders shall have the right to employ a single counsel to represent jointly a Majority of Holders and their respective officers, directors, partners, employees and controlling persons who may be subject to liability arising out
of any claim in respect of which indemnity may be sought by a Majority of Holders against the Issuer under this Section 6, if a Majority of Holders seeking indemnification shall have been advised by legal counsel that there may be one or more legal
defenses available to them and their respective officers, employees and controlling persons that are different from or additional to those available to the Issuer and its officers, directors, employees and controlling persons, the fees and expenses
of a single separate counsel shall be paid by the Issuer. No indemnifying party shall: 
  
 (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld) settle or compromise
or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each 

  

 15 








 
indemnified party from all liability arising out of such claim, action, suit or proceeding, or 
  
 (ii) be liable for any settlement of any such action effected without its written consent (which consent
shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against
any loss or liability by reason of such settlement or judgment. 
  
 (d) If the indemnification provided for in this Section 6 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability (or action in
respect thereof) referred to therein, each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability (or action
in respect thereof): 
  
 (i) in such proportion
as is appropriate to reflect the relative benefits received by the Issuer from the offering and sale of the Transfer Restricted Securities on the one hand and a Holder with respect to the sale by such Holder of the Transfer Restricted Securities on
the other, or 
  
 (ii) if the allocation provided
by clause (6)(d)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 6(d)(i) but also the relative fault of the Issuer on the one hand and the Holders on the
other in connection with the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability (or action in respect thereof), as well as any other relevant equitable considerations.

  
 The relative benefits received by the Issuer on the one hand and a Holder on
the other with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the CODES purchased under the Purchase Agreement (before deducting expenses) received by the Issuer on
the one hand, bear to the total proceeds received by such Holder with respect to its sale of Transfer Restricted Securities on the other. The relative fault of the parties shall be determined by reference to whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer on the one hand or the Holders on the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Issuer and each Holder agree that it would not be just and equitable if the amount of contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (d). The amount paid or payable by an indemnified party as a result of the loss, claim,
damage or liability, or action in respect thereof, referred to above in this Section 6 shall be deemed to include, for purposes of this Section 6, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Transfer


  

 16 








 
Restricted Securities purchased by it were resold exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 6(d) are several and not joint. 
  
 7. Rule 144A. In the event the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer hereby agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A. 
  
 8. Participation in Underwritten Registrations. No
Holder may participate in any Underwritten Registration hereunder unless such Holder: 
  
 (i) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements; and 
  
 (ii) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

  
 9. Selection of Underwriters. The
Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering if approved by the Issuer, as provided in Section 4(b)(ii). In any
such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by a Majority of Holders whose Transfer Restricted Securities are included in such offering;
provided, that such investment bankers and managers must be reasonably satisfactory to the Issuer. 
  
 10. Miscellaneous. 
  
 (a) Remedies. The Issuer acknowledges and agrees that any failure by the Issuer to comply with its obligations under Section 2 hereof may
result in material irreparable injury to the Initial Purchaser or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the
Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Issuer’s obligations under Section 2 hereof. The Issuer further agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate. 
  
 (b) Adjustments
Affecting Transfer Restricted Securities. The Issuer shall not take any action with the primary purpose of adversely affecting the ability of the Holders of  

  

 17 








 
the Transfer Restricted Securities as a class to include such Transfer Restricted Securities in a registration undertaken pursuant to this Agreement.

  
 (c) No Inconsistent Agreements. The Issuer will
not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. In addition, the
Issuer shall not grant to any of its security holders (other than the Holders of Transfer Restricted Securities in such capacity) the right to include any of its securities in the Shelf Registration Statement provided for in this Agreement other
than the Transfer Restricted Securities. The Issuer has not previously entered into any agreement (which has not expired or been terminated) granting any registration rights with respect to its securities to any Person which rights conflict with the
provisions hereof. 
  
 (d) Amendments and Waivers.
This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of a Majority of Holders or such greater percentage
of the Holders as required by the Indenture. 
  
 (e)
Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, facsimile transmission, or air
courier guaranteeing overnight delivery: 
  
 (i)
if to a Holder, at the address set forth on the records of the registrar under the Indenture or the transfer agent of the Common Stock, as the case may be; and 
  

(ii) if to the Issuer: 
  
 Greater Bay Bancorp 
 2860 West Bayshore
Road 
 Palo Alto, CA 94303 
 Attention: Linda Iannone 
 Fax: (650) 494-9220 
 Telephone: (650) 813-8200 
  
 With a copy to: 
  
 Manatt Phelps & Philips
LLP 
 11355 W. Olympic Blvd. 
 Los Angeles, CA 90064 
 Attention: William Quicksilver 
 Fax: (310) 312-4224 
 Telephone: (310)
312-4210 
  
 All such notices and communications shall be deemed
to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt 

  

 18 








 
acknowledged, if transmitted by facsimile; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. 

 
 (f) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that
(i) this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder and (ii) nothing contained herein
shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted
Securities, in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement. 
  
 (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  
 (h) Securities Held by the Issuer or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Transfer
Restricted Securities is required hereunder, Transfer Restricted Securities held by the Issuer or its “affiliates” (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage. 
  
 (i) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  
 (j) Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State
of New York. 
  
 (k) Severability. If any one or
more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby. 
  
 (l) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuer with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 
  

 19 








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

			
	GREATER BAY BANCORP
		
	By	 	 /s/ Byron A. Scordelis

	 	 	

	 	 	 Name:Byron A. Scordelis

	 	 	 Title: President and Chief Executive Officer

	
	LEHMAN BROTHERS INC.
		
	By	 	 /s/ Frnakd V. McMahaon

	 	 	

	 	 	Authorized Representative