Exhibit
10.3

     

    [Bridge
Capital Holdings Letterhead]

     

    December
17, 2008

     

    Carpenter
Fund Manager GP, LLC

    5 Park
Plaza, Suite 950

    Irvine,
CA  92614

     

    Re:  Management
Rights

     

    Gentlemen:

     

    This
letter will confirm our agreement that pursuant to and effective as your
purchase of 300,000 shares of convertible preferred stock of Bridge Capital
Holdings (the “Company”), Carpenter Fund Manager GP, LLC (“Carpenter”), acting
on behalf of each of the Carpenter Community BancFund, L.P., Carpenter Community
BancFund-A, L.P., and the Carpenter Community BancFund-CA, L.P. (collectively,
the “Investors”), shall be entitled to the following contractual management
rights, in addition to any rights to non-public financial information,
inspection rights and other rights specifically provided to all investors in the
current financing if Carpenter is not represented on the Company’s Board of
Directors in its capacity as general partner of the Investors:

     

    1.           Carpenter
shall be entitled to consult with and advise management of the Company on
significant business issues, including management’s proposed annual operating
plans, and management will meet with the Investors regularly during each year at
the Company’s facilities at mutually agreeable times for such consultation and
advice and to review progress in achieving said plans.

     

    2.           Carpenter
may examine the books and records of the Company and inspect its facilities and
may request information at reasonable times and intervals concerning the general
status of the Company’s financial condition and operations, provided that access
to trade secrets need not be provided.

     

    3.  If
Carpenter is not represented on the Company’s Board of Directors in its capacity
as general partner of the Investors, the Company shall make available to a
representative of Carpenter copies of all notices, minutes, consents and other
material that the Company provides to its directors, except that the
representative may be excluded from access to any material or meeting or portion
thereof if the Company believes, upon advice of counsel, that such exclusion is
reasonably necessary to preserve the attorney-client privilege, to protect trade
secrets, or to comply with applicable law or regulation regarding the
confidentiality of the contents of reports of examination prepared by the
Federal Reserve Board or the Office of the Comptroller of the Currency, or for
other similar reasons.  Upon reasonable notice and at a scheduled
meeting of the Board of Directors or such other time, if any, as the Board of
Directors may determine in its sole discretion, such representative may address
the Board of Directors with respect to Carpenter’s concerns regarding
significant business issues facing the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Carpenter
agrees, and any representative of Carpenter will agree, to hold in confidence
and trust and not disclose any confidential information provided to or learned
by it in connection with its rights under this letter.

     

    The
rights described herein shall terminate and be of no further force or effect
when the Investors no longer hold securities representing more than 5% of the
outstanding common stock of the Company or any successor organization (counting
as shares owned by the Investors all shares into which the convertible preferred
shares are convertible and assuming to the extent Investors shall purchase any
additional shares of common stock, any later such additional purchases shall be
deemed to be shares for purposes of determining the outstanding
percentage).  The confidentiality provisions hereof will survive any
such termination.

     

    
      
        
          
            
              
                
                  
                    	
                            Very
      truly yours,

                          
	 
	
                            Bridge
      Capital Holdings

                          
	 
      	 
      
	
                            By:

                          	
                            /s/ Daniel P. Myers

                          
	
                            Title:

                          	
                            President and
CEO

                          


                  

                

              

            

          

        

      

    

     

    AGREED
AND ACCEPTED:

     

    CARPENTER
COMMUNITY BANCFUND, L.P.,

    CARPENTER
COMMUNITY BANCFUND-A, L.P.,

    CARPENTER
COMMUNITY BANCFUND-CA, L.P.

    
      
        
          
            
              
                
                  
                    	
                            By:

                          	
                            CARPENTER FUND MANAGER GP,
    LLC

                          
	
                            Their:

                          	
                            General
      Partner

                          
	 
      	 
      	 
      
	 
      	
                            /s/ James B. Jones

                          
	 
      	
                            By:

                          	
                            James
      B. Jones

                          
	 
      	
                            Its:

                          	
                            Managing
      Member

                          


                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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