Exhibit
10.2

    


    EXECUTION
COPY

    


    AMENDMENT
NO. 1 TO STOCK PURCHASE AGREEMENT

     

    BETWEEN

     

    BRIDGE
CAPITAL HOLDINGS

     

    AND

     

    CARPENTER
FUND MANAGER GP, LLC

     

    AS
GENERAL PARTNER

     

    OF

     

    EACH OF
THE FOLLOWING INVESTMENT-RELATED LIMITED PARTNERSHIPS:

     

    CARPENTER
COMMUNITY BANCFUND, L.P.

    CARPENTER
COMMUNITY BANCFUND-A, L.P.

    AND

     CARPENTER
COMMUNITY BANCFUND-CA, L.P.

     

    DATED AS
OF DECEMBER 17, 2008


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    This Amendment No. 1 to the Stock
Purchase Agreement is made and entered into between BRIDGE CAPITAL HOLDINGS, a
California corporation (the “Company”), and
Carpenter Fund Manager GP, LLC (the “Manager”) on behalf
of and as General Partner of each of the following investment-related limited
partnerships: Carpenter Community BancFund, L.P.; Carpenter Community
BancFund-A, L.P.; and Carpenter Community BancFund-CA, L.P. (collectively, the
“Investors”).  The
Manager and the Company are collectively referred to herein as the “Parties” and
individually referred to herein as a “Party.”

    


    WITNESSETH

     

    WHEREAS, the Parties have
entered into a Stock Purchase Agreement dated as of December 4, 2008 (the “Stock Purchase
Agreement”);

    


    WHEREAS, capitalized terms not
otherwise defined herein shall have the meaning given to such terms in the Stock
Purchase Agreement; and

    


    WHEREAS, the parties hereto
desire to amend the Stock Purchase Agreement to clarify the terms of the
investment.

    


    AGREEMENT

     

    NOW, THEREFORE, taking the
foregoing recitals into account, and in consideration of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree that the Stock Purchase Agreement shall be amended as
follows:

     

    
      	
               
      

            	
              1.

            	
              Amendment of Recital
      B.

            


    

     

    Recital
“B” of the Stock Purchase Agreement will be replaced in its entirety with the
following:

     

    “B.           The
Company desires to sell 131,901 shares (the “Series B Shares”) of Series B
Mandatorily Convertible Cumulative Perpetual Preferred Stock of the Company
having the terms set forth on Exhibit C (the “Series B Preferred
Stock”) and 168,099 shares Series B-1 Mandatorily Convertible Cumulative
Perpetual Preferred Stock (the “Series B-1
Shares”)(and together with the Series B Shares are referred to as the
“Shares”)
Series B Mandatorily Convertible Cumulative Perpetual Preferred Stock of the
Company having the terms set forth on Exhibit C (the “Series B-1 Preferred
Stock”) (and together with the Series B Preferred Stock and the Series
B-1 Preferred Stock are referred to as the “Preferred Stock”)
each at a price of  $100.00 per share (the “Purchase
Price”).  The Preferred Stock is convertible into common stock
of the Company (the “Common
Stock”).  The term “Securities” refers
collectively to (1) the Series B Shares purchased under this Agreement (2) the
Series B-1 Shares purchased under this Agreement, and (3) the shares of Common
Stock into which the Preferred Stock is convertible.”

     

    
      	
               
      

            	
              2.

            	
              Amendment of Recital
      C.

            


    

     

    Recital
“C” of the Stock Purchase Agreement is amended by deleting “Series B” from the
second sentence of that recital.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.

            	
              Amendment of Section
      4.3.

            


    

     

    The third
and fourth sentences of Section 4.3 of the Stock Purchase Agreement will be
replaced in its entirety with the following:

     

    “No other
corporate proceedings on the part of the Company necessary to approve and
authorize the execution and delivery of this Agreement and the Other Transaction
Documents or the consummation of the transactions contemplated hereby and
thereby in accordance with their terms, subject, in the case of the
authorization and issuance of the shares Common Stock to be issued on conversion
of the Preferred Stock to be purchased or acquired under this Agreement, the
receipt of the approval by the Company’s shareholders of the Shareholder
Proposals.  The only vote of the shareholders of the Company required
to approve the conversion of the Preferred Stock into Common Stock and the
springing voting rights of the Preferred Stock for purposes of Rule 4350 of the
Nasdaq Marketplace Rules, is a majority of votes cast on such proposal, provided
that the total vote cast on the proposal represents 50% in interest of all
securities entitled to vote on the proposal.”

     

    
      	
               
      

            	
              4.

            	
              Amendment of Section
      4.8.

            


    

     

    Subclause
(B), (i) of Section 4.8 of the Stock Purchase Agreement will be replaced in its
entirety with the following:

     

    “(B), (i)
subject in the case of the authorization of the issuance of the shares of Common
Stock to be issued on conversion of the Series B Preferred Stock and the Series
B-1 Preferred Stock to be purchased under this Agreement, to the receipt of the
approval of the Company’s shareholders of the Shareholder Proposals, any
provision of the Company articles of incorporation or bylaws or the Bank
articles of association or bylaws,”

     

    
      	
               
      

            	
              5.

            	
              Amendment of Section
      4.9.

            


    

     

    Section
4.9 of the Stock Purchase Agreement will be replaced in its entirety with the
following:

     

    “4.9           Valid Issuance of
Stock.  The shares of Series B Preferred Stock and Series B-1
Preferred Stock (upon filing of the related Preferred Stock Certificate of
Determination with the California Secretary) have been duly authorized by all
necessary corporate action.  When issued and sold against receipt of
the consideration therefore as provided in this Agreement and issued in
accordance with the Preferred Stock Certificate of Determination, the Series B
Shares and the Series B-1 Shares will be duly authorized and validly issued,
fully paid and non-assessable, will not subject the holders thereof to personal
liability, and, subject to accuracy of the Manager’s representations and
warranties under Article V, will be issued in compliance with applicable federal
and state securities laws.  The shares of Common Stock issuable upon
conversion of the Preferred Stock, including any shares of Common Stock payable
as dividends accrued on the Preferred Stock, will, upon receipt of approval or
disapproval by the Company’s shareholders of the Shareholder Proposals and
filing of the related Preferred Stock Certificate of Determination with the
California Secretary, have been duly authorized by all necessary corporate
action and when so issued upon such conversion will be validly issued, fully
paid and non-assessable, will not subject the holders thereof to personal
liability, and, subject to accuracy of the Manager’s representations and
warranties under Article V, will be issued in compliance with applicable federal
and state securities laws when issued in accordance with the Preferred Stock
Certificate of Determination.  The Preferred Stock, the Common Stock
issuable upon conversion of the Preferred Stock and any Common Stock dividends
payable on the Preferred Stock will be free and clear of any Liens or
encumbrances, other than any Liens or encumbrances created by or imposed upon
the holders through no action of the Company; provided that the Preferred Stock,
the shares of Common Stock issuable upon conversion of the Preferred Stock and
any Common Stock dividends payable on the Preferred Stock may be subject to
restrictions on transfer under state and/or federal securities laws or the Other
Transaction Documents.  Except as set forth in this Agreement, the
Other Transaction Documents or arising under the Rights Agreement, the
Securities are not subject to any preemptive rights, rights of first refusal or
restrictions on transfer.”

     

    
      
         


      

      
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              6.

            	
              First Amendment of
      Section 6.1.

            


    

     

    The first
sentence of Subsection (b) of Section 6.1 of the Stock Purchase Agreement will
be replaced in its entirety with the following:

     

    “Unless
this Agreement has been terminated pursuant to Section 7.1, the Company shall
take all action necessary to duly call, give notice of, convene and hold a
meeting of its shareholders (the “Company Shareholders
Meeting”), as promptly as practicable after the SEC confirms that it has
no further comments on the Company Proxy Statement to vote on proposals
(collectively, the “Shareholder
Proposals”) to approve the following: (A) the authorization and issuance
of the shares of Common Stock to be issued upon conversion of the Preferred
Stock, and the springing voting rights of the Preferred Stock for purposes of
Rule 4350 of the Nasdaq Marketplace Rules, (B) any increase in the size of the
Board of Directors as required by Section 6.2 hereof, and (C) any other
proposals necessary to permit the Company to issue the Common Stock issuable
upon conversion of the Preferred Stock in accordance with the Preferred Stock
Certificate of Determination. The Board of Directors shall, to the extent
consistent with its fiduciary duties, unanimously recommend to the Company’s
shareholders that such shareholders vote in favor of the Shareholder Proposals
(the “Board
Recommendation”).”

     

    
      	
               
      

            	
              7.

            	
              Second Amendment of
      Section 6.1.

            


    

     

    The last
sentence of Subsection (b) of Section 6.1 of the Stock Purchase Agreement will
be deleted.

     

    
      	
               
      

            	
              8.

            	
              Amendment of Section
      6.2.

            


    

     

    The first
parenthetical in subsection (b) of Section 6.2 of the Stock Purchase Agreement
will be replaced in its entirety with the following:

     

    “(counting
as shares owned by the Investors all shares of Common Stock into which shares of
Preferred Stock 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)”

     

    
      	
               
      

            	
              9.

            	
              Amendment of Section
      6.10.

            


    

     

    Section
6.10 of the Stock Purchase Agreement will be replaced in its entirety with the
following:

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    6.10           Reservation for
Issuance.  The Company will reserve that number of shares of
Common Stock reasonably anticipated to be sufficient for issuance upon
conversion of the Preferred Stock owned at any time by the Investors without
regard to any limitation on such conversion and that number of shares of Common
Stock reasonably anticipated to be sufficient for the payment of
dividends.

     

    
      	
               
      

            	
              10.

            	
              Amendment of Section
      9.2.

            


    

     

    Section
9.2 of the Stock Purchase Agreement will be replaced in its entirety with the
following:

     

    9.2           Additional Restrictions on
Transfers of Preferred Stock.  The shares of Preferred Stock
shall be transferable by the Investors or any of its Affiliates only as follows:
(i) to an Affiliate of the Investor under common control with the Manager, if
the transferee agrees in writing for the benefit of the Company (with a copy
thereof to be furnished to the Company), to be bound by the terms of this
Agreement, (ii) to an Affiliate of the Company, (iii) to any limited partner or
shareholder of the Investors, (iv) to any limited partner or shareholder of the
Investors as long as no sole limited partner or shareholder owns more than 15%
of any class, (v) in a widely distributed public offering registered pursuant to
the Securities Act, (vi) upon certification by the transferor in writing to the
Company that the transferor believes that the transferee shall not, after giving
effect to such transfer, own for purposes of the BHCA, and any rules and
regulations promulgated thereunder, more than 2% of any class of voting
securities of the Company outstanding at such time, or (vii) to a transferee
that is acquiring a majority of the Company’s outstanding “voting securities”
(as defined in the BHCA and any rules or regulations promulgated thereunder)(not
including any voting securities such person is acquiring from the Investors or
their Affiliates); provided, however, that the
Series B Preferred Stock will not be subject to these transfer restrictions
after the first to occur of a Shareholder Approval Date or a Shareholder
Disapproval Date (as such terms are defined in the Preferred Stock Certificate
of Determination); provided further,
that the Series B-1 Preferred Stock will not be subject to these transfer
restrictions after a Full Conversion Date (as such term is defined in the
Preferred Stock Certificate of Determination).

     

    In
connection with any transfer of shares of Preferred Stock described in this
Section 9.2 (iv), (v), (vi) and (vii), upon the request of the transferor, the
transferor shall be entitled to surrender to the Company the shares of Preferred
Stock to be so transferred, and, upon such surrender, the Company shall issue to
the transferee, in lieu of shares of Preferred Stock surrendered, an equal
number of shares of Preferred Stock, as the case may be, having identical terms
in all respects to the shares of Preferred Stock so surrendered, except that the
shares of Preferred Stock issued to the transferee shall not be subject to the
transfer restrictions set forth in this Section 9.2.

     

    
      	
               
      

            	
              11.

            	
              Amendment of Exhibit
      A.

            


    

     

    Exhibit A
(Schedule of Investors), of the Stock Purchase Agreement will be replaced in its
entirety with the Amended Exhibit A attached hereto.

     

    
      	
               
      

            	
              12.

            	
              Amendment of Exhibit
      C.

            


    

     

    Exhibit C
(Preferred Stock Certificate of Determination), of the Stock Purchase Agreement
will be replaced in its entirety with the Amended Exhibit C attached
hereto.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              13.

            	
              Amendment of Exhibit
      D.

            


    

     

    Exhibit D
(Management Rights Letter), of the Stock Purchase Agreement will be replaced in
its entirety with the Amended Exhibit D attached hereto.

     

    
      	
               
      

            	
              14.

            	
              Amendment of Exhibit
      E.

            


    

     

    Exhibit E
(Registration Rights Agreement), of the Stock Purchase Agreement will be
replaced in its entirety with the Amended Exhibit E attached
hereto.

     

    
      	
               
      

            	
              15.

            	
              Amendment of Exhibit
      F.

            


    

     

    Exhibit F
(Voting Agreement), of the Stock Purchase Agreement will be replaced in its
entirety with the Amended Exhibit F attached hereto.

     

    16.           Effect of
Amendment.  Upon execution of this Amendment, the Stock
Purchase Agreement shall be, and be deemed to be, modified and amended in
accordance herewith and the respective rights, limitations, obligations, duties,
liabilities and immunities of the parties thereto shall hereafter be determined,
exercised and enforced subject in all respects to such modifications and
amendments, and all the terms and conditions of this Amendment shall be deemed
to be part of the terms and conditions of the Stock Purchase Agreement for any
and all purposes.  Except as modified and expressly amended by this
Amendment, the Stock Purchase Agreement is in all respects ratified and
confirmed, and all the terms, provisions and conditions thereof shall be and
remain in full force and effect; provided, however, that in the event of any
conflict between this Amendment and any provisions of the Stock Purchase
Agreement not amended hereby, this Amendment shall control in all respects and
shall be interpreted in such manner to give full force and effect to the
purposes and intent of this Amendment.

     

    17.           Binding
Effect.  The provisions of this Amendment shall be binding upon
and inure to the benefit of the parties hereto and each of their respective
successors and assigns.

     

    18.           Governing
Law.  This Amendment shall be governed by and construed in
accordance with the internal laws of the State of California.

     

    19.           Severability of
Provisions.  In case any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect in any jurisdiction,
as to such jurisdiction, such provision shall be ineffective to the extent of
such invalidity, illegality or unenforceability, and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

     

    20.           Section
Headings.  The headings of the various sections of this
Amendment have been inserted for convenience of reference only and shall not be
deemed to be part of this Amendment or the Stock Purchase
Agreement.

     

    21.           Counterparts.  This
Amendment may be executed in two counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute but one
instrument, and shall become effective when one or more counterparts have been
signed by each party hereto and delivered to the other party.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have executed this Amendment as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Company:

                                    
	 
      
	
                                      BRIDGE
      CAPITAL HOLDINGS

                                    
	 
      
	
                                      By:

                                    	
                                      /s/ Daniel P. Myers

                                    
	
                                      Name:
      Daniel P. Myers

                                    
	
                                      Title:President
      & Chief Executive Officer

                                    
	 
      
	
                                      Manager:

                                    
	 
      
	
                                      CARPENTER
      FUND MANAGER GP, LLC

                                    
	 
      
	
                                      ON BEHALF OF, AND AS THE GENERAL

                                      PARTNER OF: CARPENTER COMMUNITY

                                      BANCFUND, L.P., CARPENTER

                                      COMMUNITY BANCFUND-A, L.P. AND 

                                      CARPENTER COMMUNITY BANCFUND-CA, L.P.

                                    
	 
	
                                      By:

                                    	
                                      /s/ James B. Jones

                                    
	
                                      Name:  James
      B. Jones

                                    
	
                                      Title:    Managing
      Member

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Amended
Exhibit A

    


    Schedule
of Investors

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	 
      	 	 	 	 	
                                                                    No. of Shares

                                                                    Total

                                                                  	 
	 
      	 	 	 	 	
                                                                    Series B

                                                                  	 	 	
                                                                    Common

                                                                  	 
	 
      	 	 	 	 	
                                                                    Preferred

                                                                  	 	 	
                                                                    Stock (if

                                                                  	 
	 
      	 	 	 	 	
                                                                    Shares

                                                                  	 	 	
                                                                    converted

                                                                  	 
	 
      	 	 	 	 	
                                                                    Series B-1

                                                                  	 	 	
                                                                    at a
      $10.00

                                                                  	 
	 
      	 	
                                                                    Aggregate

                                                                  	 	 	
                                                                    Preferred

                                                                  	 	 	
                                                                    conversion

                                                                  	 
	
                                                                    Name & Address

                                                                  	 	
                                                                    Purchase Price

                                                                  	 	 	
                                                                    Shares

                                                                  	 	 	
                                                                    price)

                                                                  	 
	
                                                                    Carpenter
      Community BancFund, LP

                                                                  	 	 	1,104,000.00	 	 	 	4,854	 	 	 	48,540	 
	
                                                                    c/o
      Carpenter Fund Manager GP LLC

                                                                  	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                    5
      Park Plaza

                                                                  	 	 	 	 	 	
                                                                     

                                                                  	 	 	
                                                                     

                                                                  	 
	
                                                                    Suite
      950

                                                                  	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                    Irvine,
      CA  92614

                                                                  	 	 	 	 	 	 	6,186	 	 	 	61,860	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                    Carpenter
      Community BancFund-A, LP

                                                                  	 	 	27,798,000.00	 	 	 	122,219	 	 	 	1,222,190	 
	
                                                                    c/o
      Carpenter Fund Manager GP LLC

                                                                  	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                    5
      Park Plaza

                                                                  	 	 	 	 	 	
                                                                     

                                                                  	 	 	
                                                                     

                                                                  	 
	
                                                                    Suite
      950

                                                                  	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                    Irvine,
      CA  92614

                                                                  	 	 	 	 	 	 	155,761	 	 	 	1,557,610	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                    Carpenter
      Community BancFund-CA, LP

                                                                  	 	 	1,098,000.00	 	 	 	4,828	 	 	 	48,280	 
	
                                                                    c/o
      Carpenter Fund Manager GP LLC

                                                                  	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                    5
      Park Plaza

                                                                  	 	 	 	 	 	
                                                                     

                                                                  	 	 	
                                                                     

                                                                  	 
	
                                                                    Suite
      950

                                                                  	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                    Irvine,
      CA  92614

                                                                  	 	 	 	 	 	 	6,152	 	 	 	61,520	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                    TOTAL

                                                                  	 	$	30,000,000.00	 	 	 	300,000	 	 	 	3,000,000	 


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Amended
Exhibit C

     

    Certificate
of Determination


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


     

    CERTIFICATE
OF DETERMINATION

     

    OF

     

    SERIES
B MANDATORILY CONVERTIBLE CUMULATIVE PERPETUAL PREFERRED STOCK

     

    AND

     

    SERIES
B-1 MANDATORILY CONVERTIBLE CUMULATIVE PERPETUAL PREFERRED STOCK

     

    OF

     

    BRIDGE
CAPITAL HOLDINGS

     

    a
California corporation

     

    Pursuant
to Section 401(a) of the

    California
General Corporation Law

     

    
      
        

      

    

     

    We Daniel
P. Myers, President and Chief Executive Officer, and Thomas A. Sa, Executive
Vice President and Chief Financial Officer, of Bridge Capital Holdings, a
corporation organized and existing under the laws of California (hereinafter
called the “Company”), do hereby
certify as follows:

     

    1. On December 12, 2008 the
Board of Directors of the Company adopted a resolution designating 131,901
shares of Preferred Stock as Series B Mandatorily Convertible Cumulative
Perpetual Preferred Stock and 168,099 shares of Preferred Stock as Series B-1
Mandatorily Convertible Cumulative Perpetual Preferred Stock.

     

    2. No
shares of Series B Mandatorily Convertible Cumulative Perpetual Preferred Stock
and no shares of Series B-1 Mandatorily Convertible Cumulative Perpetual
Preferred Stock have been issued.

     

    3.
Pursuant to the authority conferred upon the Board of Directors by the Articles
of Incorporation of the Company, the following resolution was duly adopted by
the Board of Directors on December 12, 2008 creating two series of Preferred
Stock, one designated as the Series B Mandatorily Convertible Cumulative
Perpetual Preferred Stock and the second designated as the Series B-1
Mandatorily Convertible Cumulative Perpetual Preferred Stock:

     

    “NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors of the Company hereby
establishes two series of Preferred Stock designated as (1) the “Series B
Mandatorily Convertible Cumulative Perpetual Preferred Stock,” consisting of
131,901 shares and (2) the “Series B-1 Mandatorily Convertible Cumulative
Perpetual Preferred Stock,” consisting of 168,099 shares, each series of which
have following rights, preferences, privileges and
restrictions:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    SERIES
B AND SERIES B-1 PREFERRED STOCK:

     

    Section
1.              Designation.  There are hereby
created out of the authorized and unissued shares of preferred stock of the
Company two series of preferred stock, one designated as the “Series B
Mandatorily Convertible Cumulative Perpetual Preferred Stock” (the “Series B Preferred
Stock”) and the second designated as the “Series B-1 Mandatorily
Convertible Cumulative Perpetual Preferred Stock” (the “Series B-1 Preferred
Stock”) (together, the Series B Preferred Stock and the Series B-1
Preferred Stock are referred to as the “Combined Preferred
Stock”).  The number of shares constituting the Series B
Preferred Stock shall be 131,901, no par value per share.  The number
of shares constituting the Series B-1 Preferred Stock shall be 168,099, no par
value per share.

     

    Section
2.              Ranking.  The Combined
Preferred Stock will, with respect to dividend rights and rights on liquidation,
winding-up and dissolution, rank (i) junior to any Series C Fixed Rate
Cumulative Perpetual Preferred Stock (the “Series C Preferred
Stock”), (ii) on a parity with each other and with each other class
or series of preferred stock established after the Effective Date by the Company
the terms of which expressly provide that such class or series will rank on a
parity with the Combined Preferred Stock as to dividend rights and rights on
liquidation, winding-up and dissolution of the Company (collectively referred to
as “Parity
Securities”) and (iii) senior to the Company’s common stock (the
“Common
Stock”), the Series A Junior Preferred Stock and each other class or
series of capital stock outstanding or established after the Effective Date by
the Company the terms of which do not expressly provide that it ranks on a
parity with or senior to the Combined Preferred Stock as to dividend rights and
rights on liquidation, winding-up and dissolution of the Company (collectively
referred to as “Junior
Securities”).

     

    The
Company has the right to authorize or issue additional shares or classes or
series of Junior Securities or Parity Securities without the consent of the
Holders; provided however, that, until such time as all of the Series B
Preferred Stock have been converted into shares of Common Stock, the Company
shall not, without the prior written consent of the Series B Holders owning at
least 50.1% of the then outstanding Series B Preferred Stock, create,
authorize or designate any preferred stock of any class or series having any
designations, preferences, relative, participating, optional or other rights
ranking senior to or on parity with those of the Series B Preferred Stock.
except for the Series C Preferred Stock; provided further, that, until such time
as all of the Series B-1 Preferred Stock have been converted into shares of
Common Stock, the Company shall not, without the prior written consent of the
Series B-1 Holders owning at least 50.1% of the then outstanding Series B-1
Preferred Stock create, authorize or designate any preferred stock of any class
or series having any designations, preferences, relative, participating,
optional or other rights ranking senior to or on parity with those of the Series
B-1 Preferred Stock, except for the Series C Preferred Stock.

     

    Section
3.              Definitions.  The
following terms shall have the meanings set forth below or in the section
cross-referenced below, as applicable, whether used in the singular or the
plural:

     

    “Affiliate” has the
meaning set forth in Rule 12b-2 under the Exchange Act.

     

    “Applicable Conversion
Price” means the Conversion Price in effect at any given
time.

     

    “Articles of
Incorporation” means the Articles of Incorporation of the Company, as
amended, and as supplemented by this Certificate of Determination, and as it may
be further amended or supplemented.

     

    “Beneficially Own” and
its correlatives have the meaning set forth in Rule 13d-3 under the
Exchange Act.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Board of Directors”
means the board of directors of the Company.

     

    “Business Day” means
any day other than a Saturday, Sunday or any other day on which banks in
California are generally required or authorized by law to be
closed.

     

    “Certificate of
Determination” means this Certificate of Determination of the Series B
Mandatorily Convertible Cumulative Perpetual Preferred Stock and the Series B-1
Mandatorily Convertible Cumulative Perpetual Preferred Stock.

     

    “Closing Price” of the
Common Stock on any date of determination means the closing sale price or, if no
closing sale price is reported, the last reported sale price of the shares of
the Common Stock on the Nasdaq Global Select Market on such date.  If
the Common Stock is not traded on the Nasdaq Global Select Market on any date of
determination, the Closing Price of the Common Stock on such date of
determination means the closing sale price as reported in the composite
transactions for the principal U.S. national or regional securities exchange on
which the Common Stock is so listed or quoted, or, if no closing sale price is
reported, the last reported sale price on the principal U.S. national or
regional securities exchange on which the Common Stock is so listed or quoted,
or if the Common Stock is not so listed or quoted on a U.S. national or regional
securities exchange, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by Pink Sheets LLC or similar organization,
or, if that bid price is not available, the market price of the Common Stock on
that date as determined by a nationally recognized independent investment
banking firm retained by the Company for this purpose.

     

    For
purposes of this Certificate of Determination, all references herein to the
“Closing Price” and “last reported sale price” of the Common Stock on the Nasdaq
Global Select Market shall be such closing sale price and last reported sale
price as reflected on the website of the Nasdaq Global Select Market
(http://www.nasdaq.com) and as reported by Bloomberg Professional Service;
provided that in the event that there is a discrepancy between the closing sale
price or last reported sale price as reflected on the website of the Nasdaq
Global Select Market and as reported by Bloomberg Professional Service, the
closing sale price and last reported sale price on the website of the Nasdaq
Global Select Market shall govern.

     

    “Combined Preferred
Stock” has the meaning set forth in Section 1.

     

    “Common Stock” has the
meaning set forth in Section 2.

     

    “Common Stock
Equivalent” means any security that directly or indirectly is convertible
into, or exercisable for, shares of Common Stock.

     

    “Company” means Bridge
Capital Holdings, a corporation organized and existing under the laws of the
state of California.

     

    “Conversion Approvals”
means the collective reference to the Shareholder Approval and the Regulatory
Approvals.

     

    “Conversion Cap
Condition” means that if a Shareholder Approval Date has not occurred,
shares of Series B Preferred Stock may not directly or indirectly convert into
shares of Common Stock of the Company if such conversion would result in (a) the
aggregate voting power of all Series B Preferred Stock outstanding plus Common
Stock issued pursuant to the direct or indirect conversion of shares of Series B
Preferred Stock exceeding (b) the voting power of 19.99% of the Common Stock
outstanding as of the Effective Date.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Conversion Price”
means for each of the Series B Preferred Stock and the Series B-1 Preferred
Stock, the Stated Price Per Share, as adjusted pursuant to the terms set forth
herein.

     

    “Current Market Price
Condition” means if, on any applicable date, including any conversion
date of Combined Preferred Stock into Common Stock or any Dividend Payment Date
of the Combined Preferred Stock, the Twenty Day Trailing Closing Price Per Share
is such that each share of Series B and Series B-1 Preferred Stock, if
converted, would convert into the number of shares of Common Stock that, in the
aggregate and based on such Twenty Day Trailing Closing Price Per Share, would
have a value equal to or greater than the Purchase Price Per Share.

     

    “Dividend Payment
Date” has the meaning set forth in Section 4(a).

     

    “Dividend Period”
means each period from, and including, a Dividend Payment Date (or with respect
to the first Dividend Period for each respective share of Combined Preferred
Stock, the original issuance date) to, but excluding, the following Dividend
Payment Date.

     

    “Effective Date” means
the date on which shares of the Series B Preferred Stock and Series B-1
Preferred Stock are first issued.

     

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

     

    “Exchange Property”
has the meaning set forth in Section 11(a).

     

    “First Dividend Payment
Date” has the meaning set forth in Section 4(a).

     

    “First Full Conversion
Date” has the meaning set forth in Section 8(c).

     

     “Full Conversion Date”
means, with respect to the Combined Preferred Stock of any Holder, the date the
Company and such Holder, as applicable, have received all Conversion Approvals
necessary to permit such Holder to convert such shares of Combined Preferred
Stock into authorized Common Stock without such conversion resulting in a
Violation.

     

    “Fundamental Change”
means the occurrence, after the Effective Date and prior to the Mandatory
Conversion Date, of the events set forth in any one of the following
paragraphs:

     

    (i)           any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company (not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or its Affiliates)
representing 20% or more of the combined voting power of the Company’s then
outstanding securities, excluding any Person who becomes such a Beneficial Owner
in connection with a transaction described in clauses (a), (b) or (c) of
paragraph (iii) below;

     

    (ii)           within
any twenty-four (24) month period, the following individuals cease for any
reason to constitute a majority of the number of directors then serving on the
Board of Directors:  individuals who, on the Effective Date,
constitute the Board of Directors and any new director (other than a director
whose initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election by
the Board of Directors or nomination for election by the Company’s shareholders
was approved or recommended by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors on the Effective Date
hereof or whose appointment, election or nomination for election was previously
so approved or recommended;


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (iii)           there
is consummated a merger, consolidation of the Company, or any direct or indirect
subsidiary of the Company with any other corporation or any recapitalization of
the Company (for purposes of this paragraph (iii), a “Business Event”)
unless, immediately following such Business Event (a) the directors of the
Company immediately prior to such Business Event continue to constitute at least
a majority of the Board of Directors of the Company, the surviving entity, or
any parent thereof, (b) the voting securities of the Company outstanding
immediately prior to such Business Event continue to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the ownership of
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any subsidiary of the Company, at least 60% of the combined
voting power of the securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such Business Event, and
(c) in the event of a recapitalization, no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company or such
surviving entity or any parent thereof (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its Affiliates) representing 20% or more of the combined voting power
of the then outstanding securities of the Company or such surviving entity or
any parent thereof (except to the extent such ownership existed prior to the
Business Event);

     

    (iv)           the
shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company;

     

    (v)           there
is consummated an agreement for the sale, disposition, or long-term lease by the
Company of substantially all of the Company’s assets, other than (a) such a
sale, disposition or lease to an entity, at least 50% of the combined voting
power of the voting securities of which are owned by shareholders of the Company
in substantially the same proportions as their ownership of the Company
immediately prior to such sale or disposition or

     

    (vi)           the
distribution directly to the Company’s shareholders (in one distribution or a
series of related distributions) of all of the stock of one or more subsidiaries
of the Company that represent substantially all of the Company’s assets;
or

     

    (vii)           any
other event that the Board of Directors, in its sole discretion, determines to
be a Fundamental Change.

     

    Notwithstanding
the foregoing, a “Fundamental Change”
under clauses (i) through (v) above shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the Common Stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in one or more
entities which, singly or together, immediately following such transaction or
series of transactions, own all or substantially all of the assets of the
Company as constituted immediately prior to such transaction or series of
transactions.

     

    “Holder” means a
Series B Holder or Series B-1 Holder.

     

    “Junior Securities”
has the meaning set forth in Section 2.

     

    “Liquidation
Preference” means, as to the Series B and Series B-1 Preferred
Stock, the sum of (i) the Purchase Price Per Share (subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or
similar recapitalization), plus (ii) the amount of all accrued but unpaid
dividends thereon, whether or not declared, together with any other dividends
declared but unpaid in respect of such share to the date fixed for
distribution.


    
      
         


      

      
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    “Parity Securities”
has the meaning set forth in Section 2.

     

    “Per Share Price”
means, with respect to any issuance of any class or series of Common Stock
Equivalent, (A) the aggregate purchase price, including any exercise price
(net of any brokerage, transaction, acquisition, advisory, due diligence,
origination or similar fees, but excluding expense reimbursements and
underwriting discounts, fees or commissions), paid or payable for such Common
Stock Equivalents in such issuance, divided by (B) the number of shares of
Common Stock into which all such Common Stock Equivalents would be converted if
they were so converted immediately following such issuance.

     

    “Person” means a legal
person, including any individual, corporation, estate, partnership, joint
venture, association, joint-stock company, limited liability company or
trust.

     

    “Preferred
Certificate” has the meaning set forth in Section 17(a).

     

     “Purchase Price Per
Share” means One Hundred Dollars ($100.00).

     

    “Quarterly Dividends”
has the meaning set forth in Section 4(a).

     

    “Record Date” has the
meaning set forth in Section 4(b).

     

    “Regulatory Approvals”
means, with respect to any Holder, the receipt of approvals and authorizations
of, filings and registrations with or notifications to, each only to the extent
applicable and required, permit such Holder to acquire such Holder’s shares of
Combined Preferred Stock, including the situation when the springing voting
rights of the Combined Preferred Stock described in Section 12 are effective and
to own the Combined Preferred Stock at that time without such Holder being in
violation of applicable law, and to convert such Holder’s shares of Combined
Preferred Stock into Common Stock and to own such Common Stock without such
Holder being in violation of applicable law, including, without limitation,
certification as a bank holding company by the United States Federal Reserve
System, appropriate regulatory approvals by the Office of the Comptroller of the
Currency and any other appropriate regulatory approvals.

     

    “Reorganization Event”
has the meaning set forth in Section 11(a).

     

    “Rights Agreement”
means that certain Rights Agreement dated as of August 21, 2008, by and between
the Company and American Stock Transfer &Trust Company, LLC.

     

    “Series A Junior Preferred
Stock” means the shares of the Company’s Series A Junior
Participating Preferred Stock, no par value, reserved for issuance pursuant to
the Rights Agreement.

     

    “Series B Holder”
means the record holder of shares of the Series B Preferred Stock, which
record holder may be treated by the Company as the absolute owner of the shares
of Series B Preferred Stock for the purpose of making payment and settling
the related conversions and for all other purposes.

     

    “Series B Preferred
Stock” has the meaning set forth in Section 1.

     

     “Series B Quarterly
Dividends” has the meaning set forth in Section 4(a).


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “Series B-1 Holder”
means the record holder of shares of the Series B-1 Preferred Stock, which
record holder may be treated by the Company as the absolute owner of the shares
of Series B-1 Preferred Stock for the purpose of making payment and for all
other purposes.

     

    “Series B-1 Preferred
Stock” has the meaning set forth in Section 1.

     

    “Series B-1 Quarterly
Dividends” has the meaning set forth in Section 4(a).

     

    “Series C Preferred
Stock” has the meaning set forth in Section 2.

     

    “Shareholder Approval”
means the affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote, as required by Rule 4350 of the Nasdaq Marketplace
Rules, to approve the issuance of the Common Stock, issuable upon conversion of
the Combined Preferred Stock issued in connection with the Stock Purchase
Agreement and to approve the springing voting rights of the Combined Preferred
Stock described in Section 12.

     

    “Shareholder Approval
Date” means the date on which the Shareholder Approval is obtained by the
Company, provided the Shareholder Approval Date can never occur and be valid
pursuant to the terms of this Certificate of Determination after a Shareholder
Disapproval Date has occurred.

     

    “Shareholder
Disapproval” means the Company has held one shareholder meeting to obtain
Shareholder Approval, and at that meeting, the Company failed to obtain
Shareholder Approval and has not adjourned such meeting to solicit additional
proxies.  For the avoidance of doubt, the Company has the authority to
adjourn the meeting, if necessary, to permit further solicitation of proxies if
there are not sufficient votes at the meeting to obtain the Shareholder
Approval, and when the meeting is re-adjourned and finally held, then the
Company will be deemed to have held one shareholder meeting; provided, however, that the
maximum amount of time between the date of the first scheduled shareholder
meeting, any successive adjournments and the final meeting may be no longer than
45 calendar days and if the time period is longer than that, then the Company
will be deemed to have held one shareholder meeting..

     

    “Shareholder Disapproval
Date” means the date, if any, on which the Shareholder Disapproval
occurs.

     

    “Spin-Off” means a
transaction in which the Company makes a distribution to all holders of shares
of Common Stock consisting of capital stock of any class or series, or similar
equity interests of, or relating to, a subsidiary or other business unit of the
Company.

     

     “Stated Price Per
Share” means Ten Dollars ($10.00) per share of Series B Preferred
Stock and Series B-1 Preferred Stock as adjusted pursuant to the terms set forth
herein.

     

    “Stock Purchase
Agreement” means that certain Stock Purchase Agreement dated as of
December 4, 2008, as amended, by and among the Company, Carpenter Community
BancFund, LP, Carpenter Community BancFund-A, LP and Carpenter Community
BancFund-CA, LP.

     

    “Trading Day” means a
day on which the shares of Common Stock:

     

    (i)           are
not suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business;
and

     

    (ii)           have
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    “Triple Liquidation
Preference” means, as to the Series B and Series B-1 Preferred
Stock, an amount equal to three times the Liquidation Preference (as defined
above).

     

    “Twenty Day Trailing Closing
Price Per Share” means the average of the daily Closing Price per share
of the Common Stock of each of the twenty consecutive Trading Days preceding the
date in question.

     

    “Violation” means any
of the following circumstances resulting from any conversion of Combined
Preferred Stock:  a violation of the shareholder approval requirements
of Rule 4350 of the Nasdaq Marketplace Rules, or a violation of any rules or
regulations of the United States Federal Reserve System or the Office of the
Comptroller of the Currency.

     

    Section
4.              Dividends
and Repurchases.

     

    (a)           Quarterly
Dividend.  Holders of Series B Preferred Stock shall be
entitled to receive cumulative cash dividends, payable when and as declared by
the Board of Directors, but only out of assets legally available therefore, at
an annual rate of 10% on the Purchase Price Per Share (subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or
similar recapitalization or the like) (the “Series B Quarterly
Dividends”).  Holders of Series B-1 Preferred Stock shall be
entitled to receive cumulative cash dividends payable when and as declared by
the Board of Directors, but only out of assets legally available therefore, at
an annual rate of 10% on the Purchase Price Per Share (subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or
similar recapitalization or the like) (the “Series B-1 Quarterly
Dividends” and, together with the Series B Quarterly Dividends, the
“Quarterly
Dividends”).  Quarterly Dividends are cumulative and shall
accrue on each share of Combined Preferred Stock (and the amount of any accrued
and unpaid cash dividends for any prior Dividend Period on such share of
Combined Preferred Stock, if any) during each Dividend Period, whether or not
declared and shall compound on each subsequent Dividend Payment Date (i.e. no
dividends shall accrue on other dividends unless and until the first Dividend
Payment Date for such other dividends has passed without such other dividends
having been paid on such date).  Subject to the foregoing, Quarterly
Dividends shall be payable in arrears on January 15, April 15, July 15 and
October 15 of each year (each, a “Dividend Payment
Date”), commencing as of April 15, 2009 (the “First Dividend Payment
Date”).  If a Dividend Payment Date falls on a day that is not
a Business Day, the Quarterly Dividends shall be paid on the next Business Day
as if it were paid on the Dividend Payment Date, and no interest or other amount
shall accrue on the dividend so payable for the period from and after that
Dividend Payment Date to the date the dividend is paid.  If (i) the
Shareholder Approval Date has occurred, and (ii) accrued Quarterly Dividends
(including, if applicable dividends on such amount) on each share of Combined
Preferred Stock are not declared and paid by the Board of Directors for four or
more consecutive Dividend Payment Dates, then each Holder has the right to elect
that such accrued and unpaid dividends be payable in shares of Common Stock
equivalent in number to the amount of shares the accrued and unpaid cash
dividends could purchase on the applicable Dividend Payment Date based on the
Closing Price; provided, however, that cash
may be issued solely in lieu of fractional shares.  Notwithstanding
the foregoing, at any date on or after January 15, 2010 through June 30, 2010,
if (i) all accrued Quarterly Dividends (including, if applicable, dividends on
such amount) on the Combined Preferred Stock are paid in full as of such date,
(ii) the Current Market Price Condition has been satisfied as of such date, and
(iii) the Conversion Approvals have been received, then the Company has the
option to declare and fully pay Quarterly Dividends on the Combined Preferred
Stock that would otherwise accrue on the Combined Preferred Stock through June
30, 2010 (the “Prepaid
Dividends”), and if the Company declares and pays in full the Prepaid
Dividends, then Quarterly Dividends shall cease to accrue on the Combined
Preferred Stock from the payment date of the Prepaid Dividends through June 30,
2010.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (b)           Record
Date.  Quarterly Dividends declared by the Board of Directors
shall be payable to the Holders of record, as applicable, as they appear on the
Company’s stock register at the close of business on the first day of the month
in which the relevant Dividend Payment Date occurs (the “Record
Date”).  The Record Date shall apply regardless of whether any
particular Record Date is a Business Day.

     

    (c)           Computation.  Quarterly
Dividends shall be computed on a 360/360 basis.

     

    (d)           Cumulative
Dividends.  Subject to Section 4(g) and the last sentence of
Section 4(a), dividends on the Combined Preferred Stock shall be cumulative; in
the event and to the extent that the Company fail to pay the Quarterly Dividends
on the Combined Preferred Stock (and regardless whether the Board of Directors
shall have declared such dividends), the amount of the unpaid dividends shall
cumulate in successive periods, until paid in full.

     

    (e)           Actions
Allowed.  If Quarterly Dividends on all outstanding shares of
the Combined Preferred Stock for all past Dividend Periods, including the latest
completed Dividend Period (including, if applicable as provided in Section 4(a)
dividends on such amount) have not been authorized, declared, and paid or set
aside for payment or, if applicable, pre-paid through June 30, 2010 as described
in Section 4(a), the Company shall not declare or pay dividends with respect to,
or redeem purchase or acquire any Parity Securities or Junior Securities during
the next succeeding Dividend Period, other than:

     

    (i)           any
declaration of a dividend in connection with any shareholders’ rights plan,
including with respect to the Series A Junior Preferred Stock or any
successor shareholders’ rights plan, or the issuance of rights, stock or other
property under any shareholders’ rights plan,

     

    (ii)           redemptions,
purchases or other acquisitions of Junior Securities or Parity Securities in
connection with any benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants or in
connection with a dividend reinvestment or shareholder stock purchase plan,
or

     

    (iii)           conversions
into or exchanges for other Junior Securities or Parity Securities and cash
solely in lieu of fractional shares of the Junior Securities or Parity
Securities.

     

    If
accrued Quarterly Dividends (including, if applicable as provided in Section
4(a) dividends on such amount) for any Dividend Payment Date are not paid in
full on the outstanding shares of the Combined Preferred Stock and there are
issued and outstanding shares of Parity Securities then all dividends declared
on shares of the Combined Preferred Stock and such Parity Securities shall be
declared pro rata so that the respective amounts of such dividends shall bear
the same ratio to each other as all accrued and unpaid dividends per share on
the shares of the Combined Preferred Stock (including, if applicable as provided
in Section 4(a) above, dividends on such amount) and on all such Parity
Securities otherwise payable (subject to their having been authorized by the
Board of Directors out of legally available funds and including, in the case of
any such Parity Securities that bear cumulative dividends, all accrued but
unpaid dividends) bear to each other.

     

    (f)           Dividend
Preference.  If all accrued Quarterly Dividends (including, if
applicable, dividends on such amount) on the Combined Preferred Stock are paid
in full as of such date, then the Board of Directors may declare and pay a cash
dividend in respect of any shares of Common Stock, as long as the Board of
Directors shall declare and pay to the Holders of the Combined Preferred Stock a
cash dividend in an amount per share of Combined Preferred Stock equal to the
product of (i) the per share dividend declared and paid in respect of each
share of Common Stock and (ii) the number of shares of Common Stock into
which a share of Combined Preferred Stock would then be convertible, assuming
receipt of Conversion Approvals.  Dividends payable to the Holders
pursuant to this Section 4(f) shall be payable on the same date that
dividends are payable to holders of shares of Common Stock, and no dividends
shall be payable to holders of shares of Common Stock unless the full dividends
contemplated by this Section 4(f) are paid at the same time in respect of the
Combined Preferred Stock.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    (g)           Dividend
Cessation. If, by June 30, 2010, any Holder has not received from
the Federal Reserve System any required approvals for conversion of the Combined
Preferred Stock to Common Stock and all other conditions for the conversion of
the Combined Preferred Stock into Common Stock have been met, then additional
Quarterly Dividends shall cease to accrue on the Combined Preferred Stock;
provided, however, that the Combined Preferred Stock would otherwise continue to
be convertible under the terms of this Certificate of
Determination.

     

    Section
5.              Liquidation.

     

    (a)           Liquidation
Preference.  In the event the Company voluntarily or
involuntarily liquidates, dissolves or winds up, subject to the rights of the
Series C Preferred Stock, the Holders at the time shall be entitled to receive
liquidating distributions in the amount of the Triple Liquidation Preference per
share of Combined Preferred Stock, out of assets legally available for
distribution to the Company’s shareholders, before any distribution of assets is
made to the holders of the Common Stock or any other Junior
Securities.  Subject to the California General Corporation Law and
other applicable law, after payment of the full amount of such liquidating
distributions, Holders of the Combined Preferred Stock shall be entitled to
participate in any further distribution of the remaining assets of the Company
as if each share of Combined Preferred Stock had been converted, immediately
prior to such liquidating distributions, into the number of shares of Common
Stock equal to the Liquidation Preference divided by the Applicable Conversion
Price.

     

    (b)           Insufficient Assets or
Proceeds to Pay the Liquidation Preference.  In the event the
assets of the Company, or proceeds thereof, available for distribution to
shareholders upon any liquidation, dissolution or winding-up of the affairs of
the Company, whether voluntary or involuntary, shall be insufficient to pay in
full the amounts payable with respect to all outstanding shares of the Combined
Preferred Stock and the corresponding amounts payable on any Parity Securities,
Holders of Combined Preferred Stock and the holders of such Parity Securities
shall share ratably in any distribution of assets of the Company in proportion
to the full respective liquidating distributions to which they would otherwise
be respectively entitled.

     

    (c)           Transactions not Deemed a
Liquidation.  The Company’s consolidation or merger with or
into any other entity, the consolidation or merger of any other entity with or
into the Company, or the sale of all or substantially all of the Company’s
property or business will not constitute its liquidation, dissolution or winding
up.

     

    Section
6.              Maturity.  The
Combined Preferred Stock shall be perpetual unless converted in accordance with
this Certificate of Determination.

     

    Section
7.              Redemptions.  The
Combined Preferred Stock shall not be redeemable either at the Company’s option
or at the option of the Holders at any time.

     

    Section
8.              Conversion.

     

    (a)           General.  The
Series B Preferred Stock partially or fully converts into Common Stock as
described in this Section 8.  The Series B-1 Preferred Stock shall
either partially or fully convert into Common Stock as described in this Section
8.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    The
number of shares of Common Stock into which a share of Combined Preferred Stock
shall potentially be convertible (subject to any limitations set forth in this
Section 8) shall be determined by dividing (a) the Liquidation Preference by (b)
the Applicable Conversion Price, plus any cash paid in lieu of fractional shares
in accordance with Section 13.

     

    The
conversion procedures are set forth in Section 9.

    


    (b)           Holder Optional
Conversion.  After the first to occur of a Shareholder Approval
Date or a Shareholder Disapproval Date, then as of the first Business Day
following such date, each Series B Holder has the sole discretion, at any time
and from time to time, to elect to convert any of its shares of Series B
Preferred Stock into shares of Common Stock at the conversion rate set forth in
Section 8(a), provided that the maximum number of shares of Series B Preferred
Stock that the Holder may elect to convert at any time pursuant to this Section
8(b) is limited to the maximum number of such shares that may be converted
without violating the Conversion Cap Condition or causing a Violation to occur
and the remaining shares of Series B Preferred Stock will remain
outstanding.  After a Full Conversion Date occurs, then as of the
first Business Day following such date, each Series B-1 Holder has the sole
discretion, at any time and from time to time, to elect to convert any of its
shares of Series B-1 Preferred Stock into shares of Common Stock at the
conversion rate set forth in Section 8(a).  Notwithstanding anything
to the contrary, the elections described in this Section 8(b) expire upon the
full mandatory conversion of the Combined Preferred Stock under Sections 8(c) or
8(d).

     

    (c)           Full
Conversion.  Notwithstanding any other provision of this
Section 8, if the Full Conversion Date occurs, then as of the first Business Day
following the later of the (i) Full Conversion Date or (ii) June 30, 2010 (such
later date described in subparagraphs (i) and (ii) hereof is referred to as the
“First Full Conversion
Date”), each share of Series B Preferred Stock and Series B-1 Preferred
Stock shall automatically convert into shares of Common Stock at the conversion
rate set forth in Section 8(a); provided, however, that if the
Current Market Price Condition has not been satisfied as of the First Full
Conversion Date, then each share of Series B Preferred Stock and Series B-1
Preferred Stock shall remain outstanding and a new full conversion date shall be
scheduled to the date that is 6 months thereafter, and will continue to be
scheduled in 6-month intervals until the Current Market Price Condition is
satisfied as of the earliest succeeding 6-month date, at which date, each share
of Series B Preferred Stock and Series B-1 Preferred Stock shall automatically
convert into shares of Common Stock at the conversion rate set forth in Section
8(a).  Notwithstanding anything to the contrary in this Section 8, in
the event of Shareholder Disapproval, there shall be no conversion of shares of
Combined Preferred Stock into shares Common Stock unless so elected by the
Holder thereof pursuant to Section 8(b).

     

    (d)           Company Optional Full
Conversion.  During any 6-month conversion period subsequent to
the First Full Conversion Date as described in Section 8(c), if the Current
Market Price Condition is satisfied on any date during such period, then the
Company has the option to convert each share of Series B Preferred Stock and
Series B-1 Preferred Stock into shares of Common Stock at the conversion rate
set forth in Section 8(a) as long as all accrued Quarterly Dividends (including,
if applicable as provided in Section 4(a) above, dividends on such amount) are
paid prior to conversion and the Board of Directors declares and fully pays
Quarterly Dividends that would have accrued though the date of
conversion.  In addition, at any date on or after January 15, 2010
through June 30, 2010, if (i) the Full Conversion Date has occurred, (ii) all
accrued Quarterly Dividends (including, if applicable as provided in Section
4(a) above, dividends on such amount) have been paid in full on the Combined
Preferred Stock, (iii) the Current Market Price Condition has been satisfied as
of such date, and (iv) the Company declares and fully pays Quarterly Dividends
that would have accrued through the date of conversion, then the Company has the
option to convert each share of Series B Preferred Stock and Series B-1
Preferred Stock into shares of Common Stock at the conversion rate set forth in
Section 8(a).


    
      
         


      

      
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    Section
9.              Conversion
Procedures.

     

    (a)           Conversion
Notice.  Upon occurrence of a Shareholder Disapproval Date, a
Shareholder Approval Date, a Full Conversion Date or another conversion date
described in Section 8 with respect to shares of any Holder, the Company shall
provide notice of conversion election rights or full conversion to such
Holder.  In addition to any information required by applicable law or
regulation, such notice with respect to such Holder shall state, as
appropriate:

     

    (i)           the
conversion date applicable to such Holder;

     

    (ii)           the
number of shares of Common Stock to be issued upon conversion of each share of
Combined Preferred Stock held of record by such Holder and subject to such
mandatory conversion;

     

    (iii)           if
the Holder has the election right described in Section 8(b), information about
how the Holder shall give written notice to the Company about electing to
convert the shares of Combined Preferred Stock into Common Stock;
and

     

    (iv)           the
place or places where certificates for shares of Combined Preferred Stock held
of record by such Holder are to be surrendered for issuance of certificates
representing shares of Common Stock.

     

    (b)           Optional
Conversion.  If a Holder has the election right described in
Section 8(b), at any time and from time to time, such Holder may give written
notice to the Company that such Holder elects to convert any of its shares of
the Combined Preferred Stock into Common Stock and, after receiving any
applicable information required by applicable law or regulation, the Company
shall as soon as practicable thereafter issue and deliver a certificate for such
shares of Common Stock as the Holder is entitled.

     

    (c)           Pro Rata
Conversion.  In the event that a Full Conversion Date occurs
and some, but not all, of the Conversion Approvals applicable to a particular
Holder are obtained, such that the Full Conversion Date shall have occurred with
respect to some, but not all, of the shares of Combined Preferred Stock held by
such Holder, such Holder shall be entitled to select the shares to be
surrendered pursuant to this Section 9 such that, after such surrender, the
Holder no longer holds shares of Combined Preferred Stock as to which the Full
Conversion Date shall have occurred.  In the event that such Holder
fails to surrender the required number of shares pursuant to this Section 9
within 30 days after delivery of the conversion notice, the Company shall, by
written notice to such Holder, indicate which shares have been converted
pursuant to Section 8.

     

    (d)           Effect of Conversion on
Combined Preferred Stock.  Effective immediately prior to the
close of business on a conversion date with respect any share of Combined
Preferred Stock into Common Stock, dividends shall no longer be declared on any
such converted share of Combined Preferred Stock and such share of Combined
Preferred Stock shall cease to be outstanding, in each case, subject to the
right of the Holder to receive any declared and unpaid dividends on such share
and any other payments to which such Holder is otherwise entitled pursuant to
Section 8, Section 11 or Section 13, as
applicable.  Prior to the close of business on any conversion date
with respect to any share of Combined Preferred Stock, shares of Common Stock
issuable upon conversion thereof, or other securities issuable upon conversion
of such share of Combined Preferred Stock, shall not be deemed outstanding for
any purpose, and the Holder thereof shall have no rights with respect to the
Common Stock or other securities issuable upon conversion (including voting
rights, rights to respond to tender offers for the Common Stock or other
securities issuable upon conversion and rights to receive any dividends or other
distributions on the Common Stock or other securities issuable upon conversion)
by virtue of holding such share of Combined Preferred Stock except as otherwise
provided herein.


    
      
         


      

      
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    (e)           Status of Converted
Stock.  Shares of Combined Preferred Stock duly converted in
accordance with this Certificate of Determination, or otherwise reacquired by
the Company, will resume the status of authorized and unissued Combined
Preferred Stock, undesignated and, after all shares of Combined Preferred Stock
have been converted in full into Common Stock, available for future
issuance.  The Company may from time-to-time take such appropriate
action as may be necessary to reduce the authorized number of shares of Combined
Preferred Stock.

     

    (f)           Treatment of Record
Holder.  The Person or Persons entitled to receive the Common
Stock and/or cash, securities or other property issuable upon conversion of
Combined Preferred Stock shall be treated for all purposes as the record holders
of such shares of Common Stock and/or securities as of the close of business on
the applicable conversion date with respect thereto.  In the event
that a Holder shall not by written notice designate the name in which shares of
Common Stock and/or cash, securities or other property (including payments of
cash in lieu of fractional shares) to be issued or paid upon conversion of
shares of Combined Preferred Stock should be registered or paid or the manner in
which such shares should be delivered, the Company shall be entitled to register
and deliver such shares, and make such payment, in the name of the Holder and in
the manner shown on the records of the Company.

     

    (g)           Surrender of
Certificates.  On any Combined Preferred Stock conversion date,
certificates representing shares of Common Stock shall be issued and delivered,
or evidence of book-entry record ownership of the Common Stock delivered, to the
Holder thereof or such Holder’s designee upon presentation and surrender of the
certificate evidencing the Combined Preferred Stock to the Company and, if
required, the furnishing of appropriate endorsements and transfer documents and
the payment of all transfer and similar taxes.

     

    Section
10.            Adjustments
to Conversion Price for Dilutive Issuances.

     

    (a)           Except
as provided in Section 10(c), the Conversion Price is subject to the following
adjustments.

     

    (i)           Common Stock Dividends and
Distributions.  In the event the Company at any time or from
time to time after the Effective Date issues, or fixes a record date for
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in additional shares of Common Stock, then in each
such event the Conversion Price will be reduced, concurrently with such issuance
or, in the event such record date is fixed, as of the close of business on such
record date, to a price equal to such Conversion Price in effect immediately
prior to such reduction multiplying by a fraction:

     

    (A)           the
numerator of which equals the number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date; and

     

    (B)           the
denominator of which equals (1) the number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date plus (2) the number of shares of Common Stock
issuable in payment of such dividend or distribution.


    
      
         


      

      
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    In the event that such dividend or
distribution described in this clause (i) is not paid in full or made in full,
the Conversion Price shall be readjusted, effective as of the close of business
on such record date and thereafter the Conversion Price shall be adjusted
pursuant to this clause (i) to reflect the actual payment of such dividend or
distribution.

     

    (ii)           Subdivisions, Combinations
or Consolidations of the Common Stock.  In the event the
Company at any time or from time to time after the Effective Date subdivides,
splits or combines the shares of Common Stock, then in each such event the
Conversion Price will be adjusted, concurrently with such subdivision, split or
combination, to a price equal to such Conversion Price in effect immediately
prior to such subdivision, split or combination multiplied by a
fraction:

     

    (A)           the
numerator of which equals the number of shares of Common Stock issued and
outstanding immediately prior to the effective date of such subdivision, split
or combination; and

     

    (B)           the
denominator of which equals the number of shares of Common Stock issued and
outstanding immediately after the opening of business on the effective date of
such subdivision, split or combination.

     

    For the purposes of this clause (ii),
the number of shares of Common Stock at the time outstanding shall not include
shares acquired by the Company.  If any subdivision, split or
combination described in this clause (ii) is announced but the outstanding
shares of Common Stock are not subdivided, split or combined, the Conversion
Price shall be readjusted, effective as of the date the Board of Directors
publicly announces its decision not to subdivide, split or combine the
outstanding shares of Common Stock, to such Conversion Price that would be in
effect if such subdivision, split or combination had not been
announced.

     

    (iii)           Issuance of Common Stock and
Common Stock Equivalents.  In the event the Company at any time
or from time to time after the Effective Date issues any share of Common Stock
or any Common Stock Equivalent for no consideration or at a Per Share Price less
than the Conversion Price in effect immediately prior to such issuance (a “Dilutive Issuance”),
then in each such event the Conversion Price will be reduced, concurrently with
such Dilutive Issuance, to a price equal to such Conversion Price in effect
immediately prior to such Dilutive Issuance multiplied by a
fraction:

     

    (A)           the
numerator of which is equal to (1) the number of shares of Common Stock
outstanding immediately prior to such Dilutive Issuance plus (2) the number of
shares of Common Stock that the aggregate consideration received by the Company
in connection with such Dilutive Issuance would purchase at the Conversion Price
in effect immediately prior to such Dilutive Issuance; and

     

    (B)           the
denominator of which is equal to (1) the number of shares of Common Stock
outstanding immediately prior to such Dilutive Issuance plus (2) the number of
shares of Common Stock issued in connection with such Dilutive Issuance, if any,
plus (3) the number of shares of Common Stock issuable upon full exercise or
conversion of the Common Stock Equivalents (as set forth in the instrument
relating thereto, assuming the satisfaction of any conditions to exercisability,
convertibility or exchangeability but without regard to any provision contained
therein for a subsequent adjustment of such number) issued in connection with
such Dilutive Issuance, if any.


    
      
         


      

      
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    (iv)           Debt or Asset
Distributions.  In the event the Company at any time or from
time to time after the Effective Date distributes to holders of its Common Stock
shares of its capital stock (other than shares of Common Stock and other than as
otherwise subject to adjustment pursuant to this Section 10), stock or other
securities of other persons, evidences of indebtedness issued by the Company or
other persons, assets (excluding cash dividends) or options or rights (excluding
Common Stock Equivalents), or shall fix a record date for determination of
holders of Common Stock entitled to receive such a distribution, in exchange for
consideration in an amount less than the fair market value of the property so
distributed, then in each such event the Conversion Price in effect immediately
prior to such distribution will be reduced, concurrently with such distribution,
to a price equal to such Conversion Price in effect immediately prior to such
distribution multiplied by a fraction:

     

    (A)           the
numerator of which is equal to (1) the fair market value per share of Common
Stock on such date minus (2) the fair market value of the portion of the
distribution applicable to one share of Common Stock on such date as reasonably
determined by the Board of Directors; and

     

    (B)           the
denominator of which is equal to the fair market value per share of Common Stock
on such date.

     

    In the event that such distribution
described in this clause (iv) is not so paid or made, the Conversion Price shall
be readjusted, effective as of the date the Board of Directors publicly
announces its decision not to pay or make such distribution, to the Conversion
Price that would then be in effect if such distribution had not been
declared.

     

    (v)           Cash
Distributions.  In the event the Company at any time or from
time to time after the Effective Date makes a distribution consisting
exclusively of cash to all holders of the Common Stock, excluding (1) any cash
dividend on the Common Stock to the extent a corresponding cash dividend is paid
on the Combined Preferred Stock pursuant to Section 4(f), (2) any cash that is
distributed in a Reorganization Event or as part of a Spin-Off, (3) any dividend
or distribution in connection with the Company’s liquidation, dissolution or
winding up, and (4) any consideration payable in connection with a tender or
exchange offer made by the Company or any of its subsidiaries, then in each such
event the Conversion Price in effect immediately prior to such distribution will
be reduced, concurrently with such distribution, to a price equal to such
Conversion Price in effect immediately prior to such distribution multiplied by
a fraction:

     

    (A)           the
numerator of which is equal to (1) the Closing Price per share of Common Stock
on the Trading Day immediately preceding such distribution minus (2) the amount
per share of Common Stock of the distribution; and

     

    (B)           the
denominator of which is equal to the Closing Price per share of Common Stock on
the Trading Day immediately preceding such distribution.

     

    In the event that such distribution
described in this clause (v) is not so paid or made, the Conversion Price shall
be readjusted, effective as of the date the Board of Directors publicly
announces its decision not to pay or make such distribution, to the Conversion
Price that would then be in effect if such distribution had not been
declared.

     

    (vi)           Self Tender Offers and
Exchange Offers.  In the event that at any time or from time to
time the Company or any of its subsidiaries successfully completes a tender or
exchange offer for Common Stock, but only where the cash and the value of any
other consideration included in the payment per share of the Common Stock
exceeds the Closing Price per share of the Common Stock on the Trading Day
immediately succeeding the expiration of the tender or exchange offer, then the
Conversion Price in effect at the close of business on such immediately
succeeding Trading Day will be multiplied by the following
fraction:

     

    
      
         


      

      
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    (A)           the
numerator of which is equal to (1) the Closing Price per share of Common Stock
on the Trading Day immediately succeeding the expiration of the tender or
exchange offer multiplied by (2) the number of shares of Common Stock
outstanding immediately prior to the expiration of the tender or exchange offer
(including any shares validly tendered and not withdrawn); and

     

    (B)           the
denominator of which is equal to (1) the aggregate cash and fair market value of
the other consideration payable in the tender or exchange offer, as determined
by the Board of Directors, plus (2) the product of that number which is equal to
(i) the Closing Price per share of Common Stock on the Trading Day immediately
succeeding the expiration of the tender or exchange offer multiplied by (ii) the
number of shares of Common Stock outstanding immediately after the expiration of
the tender or exchange offer.

     

    If the
Company, or one of its subsidiaries, is obligated to purchase shares of Common
Stock pursuant to any such tender offer or exchange offer, but the Company, or
such subsidiary, is permanently prevented by applicable law from effecting any
such purchases, or all such purchases are rescinded, then the Conversion Price
shall be readjusted to be such Conversion Price that would then be in effect if
such tender offer or exchange offer had not been made.

     

    (vii)           Rights
Plans.  To the extent that the Company has a rights plan in
effect with respect to the Common Stock upon any conversion date with respect to
the conversion of Combined Preferred Stock into Common Stock described in
Section 8, then upon any such conversion of shares of the Combined Preferred
Stock into Common Stock, the Holders will receive, in addition to the shares of
Common Stock, the rights under the rights plan; provided, however, that if the
rights have separated from the shares of Common Stock before the applicable
conversion date, then the Conversion Price will be adjusted at the time of
separation as if the Company had made a distribution to all holders of the
Common Stock as described in clause (iii) above, subject to readjustment in
the event of the expiration, termination or redemption of such
rights.

     

    (b)           The
Company may make such decreases in the Conversion Price, in addition to any
other decreases required by this Section 10, if the Board of Directors deems it
advisable to avoid or diminish any income tax to holders of the Common Stock
resulting from any dividend or distribution of shares of Common Stock (or
issuance of rights or warrants to acquire shares of Common Stock) or from any
event treated as such for income tax purposes or for any other
reason.

     

    (c)           (i)           All
adjustments to the Conversion Price shall be calculated to the nearest 1/10 of a
cent.  No adjustment in the Conversion Price shall be required if such
adjustment would be less than $0.01; provided, that any adjustments which by
reason of this subparagraph are not required to be made shall be carried forward
and taken into account in any subsequent adjustment; provided further that upon
any conversion of Combined Preferred Stock to Common Stock pursuant to Section
8(b), 8(c) or 8(e), adjustments to the Conversion Price will be made with
respect to any such adjustment carried forward and which has not been taken into
account before such date.

     

    (ii)           The
Applicable Conversion Price shall not be adjusted:

     

    (A)           upon
the issuance of any Series C Preferred Stock and related warrants to the U.S.
Treasury or its designee pursuant to the Emergency Economic Stabilization Act or
any shares of Common Stock issued upon exercise of such warrants;

     

    (B)           upon
the issuance of any shares of Common Stock pursuant to any present or future
plan providing for the reinvestment of dividends or interest payable on the
Company’s securities and the investment of additional optional amounts in shares
of Common Stock under any plan;

     

    
      
         


      

      
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    (C)           upon
the issuance of up to 426,984 shares of Common Stock or rights or warrants to
purchase those shares pursuant to any present or future employee, director or
consultant benefit plan or program of or assumed by the Company or any of its
subsidiaries;

     

    (D)           upon
the issuance of any shares of Common Stock pursuant to any option, warrant,
right or exercisable, exchangeable or convertible security outstanding as of the
Effective Date;

     

    (E)           for
a change in the par value or no par value of Common Stock;

     

    (F)           for
accrued and unpaid dividends on the Combined Preferred Stock;

     

    (G)           upon
the payment of any dividend on the Combined Preferred Stock, whether in the form
of cash or shares of Common Stock;

     

    (H)           upon
the issuance of Common Stock upon the conversion of any of the Combined
Preferred Stock into Common Stock; or

     

    (I)           upon
the issuance of securities pursuant to the Stock Purchase
Agreement.

     

    (d)           Whenever
the Conversion Price is to be adjusted in accordance with Section 10(a) or
Section 10(b), the Company shall:  (i) compute the Conversion Price in
accordance with Section 10(a) or Section 10(b), taking into account the one cent
threshold set forth in Section 10(c)(i); (ii) as soon as practicable following
the occurrence of an event that requires an adjustment to the Conversion Price
pursuant to Section 10(a) or Section 10(b), taking into account the one cent
threshold set forth in Section 10(c) (or if the Company is not aware of such
occurrence, as soon as practicable after becoming so aware), provide, or cause
to be provided, a written notice to the Holders of the occurrence of such event;
and (iii) as soon as practicable following the determination of the revised
Conversion Price in accordance with Section 10(a) or Section 10(b), provide, or
cause to be provided, a written notice to the Holders setting forth in
reasonable detail the method by which the adjustment to the Conversion Price was
determined and setting forth the revised Conversion Price.

     

    Section
11.            Reorganization
Events.

     

    (a)           Reorganization
Events.  In the event of:

     

    (i)           any
consolidation or merger of the Company with or into another Person, in each case
pursuant to which the Common Stock will be converted into cash, securities or
other property of the Company or another Person;

     

    (ii)           any
sale, transfer, lease or conveyance to another Person of all or substantially
all of the property and assets of the Company, in each case pursuant to which
the Common Stock will be converted into cash, securities or other property of
the Company or another Person;

     

    (iii)           any
reclassification of the Common Stock into securities including securities other
than the Common Stock; or

     


    
      
         


      

      
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    (iv)           any
statutory exchange of the outstanding shares of Common Stock for securities of
another Person (other than in connection with a merger or
acquisition);

     

    (any such
event specified in this Section 11(a), a “Reorganization
Event”); each share of Combined Preferred Stock outstanding immediately
prior to such Reorganization Event shall, without the consent of Holders, remain
outstanding but shall become convertible, at the option of the Holders, into the
kind of securities, cash and other property receivable in such Reorganization
Event by the holder (excluding the counterparty to the Reorganization Event or
an affiliate of such counterparty) of that number of shares of Common Stock into
which the share of Combined Preferred Stock would then be convertible (and
assuming for purposes of this calculation, the receipt on the date such option
is exercised of all Conversion Approvals) (such securities, cash and other
property, the “Exchange Property”);
provided, however, that if the
Reorganization Event provides that each share of Common Stock shall receive
Exchange Consideration in an amount such that each share of Combined Preferred
Stock would convert into, or receive consideration, that in the aggregate would
be less than the Purchase Price Per Share, then notwithstanding the foregoing
sentence, each share of Combined Preferred Stock shall be entitled to receive
that amount of securities, cash and other property receivable in such
Reorganization Event by the holder (excluding the counterparty to the
Reorganization Event or an affiliate of such counterparty) of that number of
shares of Common Stock that will receive consideration equivalent to the
Liquidation Preference.

     

    (b)           Reorganization Event
Consideration.  In the event that holders of the shares of
Common Stock have the opportunity to elect the form of consideration to be
received in such transaction, the consideration that the Holders are entitled to
receive shall be deemed to be the types and amounts of consideration received by
the majority of the holders of the shares of Common Stock that affirmatively
make an election.  The amount of Exchange Property receivable upon
conversion of any Combined Preferred Stock shall be determined in accordance
with the terms of Section 8 based on the Applicable Conversion Price in effect
on the date immediately prior to such Reorganization Event; provided, however, that if the
Reorganization Event provides that each share of Common Stock shall receive
consideration in an amount such that each share of Combined Preferred Stock,
would convert into, or receive consideration, that in the aggregate would be
less than the Purchase Price Per Share, then notwithstanding the foregoing
sentence, each share of Combined Preferred Stock shall be entitled to receive
that amount of securities, cash and other property receivable in such
Reorganization Event by the holder (excluding the counterparty to the
Reorganization Event or an affiliate of such counterparty) of that number of
shares of Common Stock that will receive consideration equivalent to the
Liquidation Preference.

     

    (c)           Successive Reorganization
Events.  The above provisions of this Section 11 shall
similarly apply to successive Reorganization Events and the provisions of
Section 10 shall apply to any shares of capital stock of the Company (or
any successor) received by the holders of the Common Stock in any such
Reorganization Event.

     

    (d)           Reorganization
Notice.  The Company (or any successor) shall, within 20 days
of the occurrence of any Reorganization Event, provide written notice to the
Holders of such occurrence of such event and of the kind and amount of the cash,
securities or other property that constitutes the Exchange
Property.  Failure to deliver such notice shall not affect the
operation of this Section 11.

     


    
      
         


      

      
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    (e)           Fundamental
Change.  Notwithstanding anything to the contrary in this
Section 11 or otherwise in this Certificate of Determination, in the event
of any Fundamental Change that results from or in an agreement with any Person
that constitutes a Fundamental Change and pursuant to which the Common Stock
will be converted into or becomes entitled to receive cash, securities or other
property or rights, such agreement must provide that either (i) the Series
B Holders and the Series B-1 Holders shall receive, on an as-converted basis,
effective immediately prior to the event constituting consummation of such
Fundamental Change so as to be entitled to participate therein, the securities,
cash and other property or rights receivable in such transaction by a holder of
shares of Common Stock that was not the counterparty to such transaction or an
affiliate of such other party or (ii) that each share of Series B and
Series B-1 Preferred Stock shall be converted into the number of shares of
Common Stock equal to the Liquidation Preference divided by the Applicable
Conversion Price.

     

    Section
12.            Voting
Rights.

     

    (a)           Series B Preferred
Stock.  Series B Holders will not have any voting rights,
including the right to elect any directors, except (i) voting rights, if
any, required by law, and (ii) voting rights, if any, described in
Section 2 and this Section 12; provided, however, that each
Series B Holder will be entitled to voting rights as described in this Section
12(a).  Upon the first to occur of a Shareholder Disapproval Date or a
Shareholder Approval Date, (i) if all Regulatory Approvals have not been
received, then as of the first Business Day following such date, each Series B
Holder will thereafter be entitled to 2 and 1/2 votes for each share of Series B
Preferred Stock held as of the applicable date, or (ii) if all Regulatory
Approvals have been received, then as of the first Business Day following such
date (or if the Regulatory Approvals are received after the Shareholder
Disapproval Date or Shareholder Approval Date, then on the first Business Day
following the date such Regulatory Approvals are received), each Series B Holder
will thereafter be entitled to 10 votes for each share of Series B Preferred
Stock held as of the applicable date, on any matter that is submitted to a vote
or for the consent of the shareholders of the Company, and, except as otherwise
required by law or as set forth herein, shall have voting rights and powers
equal to the voting rights and powers of the Common Stock, shall be entitled to
notice of any shareholders’ meeting in accordance with the Bylaws of the Company
and shall be entitled to vote with the holders of Common Stock with respect to
any matter upon which holders of Common Stock have the right to vote, except as
otherwise provided herein or those matters required by law to be submitted to a
class vote.

     

    (b)           Series B-1 Preferred
Stock.  Series B-1 Holders will not have any voting rights,
including the right to elect any directors, except (i) voting rights, if
any, required by law, and (ii) voting rights, if any, described in
Section 2 and this Section 12; provided, however, that upon
the Full Conversion Date, then as of the first Business Day following such date,
each Series B-1 Holder will thereafter be entitled to ten votes for each share
of Series B-1 Preferred Stock held as of the applicable date on any matter that
is submitted to a vote or for the consent of the shareholders of the Company,
and, except as otherwise required by law or as set forth herein, shall have
voting rights and powers equal to the voting rights and powers of the Common
Stock, shall be entitled to notice of any shareholders’ meeting in accordance
with the Bylaws of the Company and shall be entitled to vote with the holders of
Common Stock with respect to any matter upon which holders of Common Stock have
the right to vote, except as otherwise provided herein or those matters required
by law to be submitted to a class vote.

     

    (c)           Protective
Provisions.  So long as any shares of Combined Preferred Stock
are outstanding, the vote or consent of the holders of a majority of the voting
power represented by the then outstanding shares of Series B Preferred Stock and
Series B-1 Preferred Stock, voting as a single class with all other classes and
series of Parity Securities having similar voting rights then outstanding and
with each series or class having a number of votes proportionate to the
aggregate Liquidation Preference of the outstanding shares of such class or
series, given in person or by proxy, either in writing without a meeting or by
vote at any meeting called for the purpose, will be necessary for effecting or
validating any amendment, alteration or repeal of any provision of the Articles
of Incorporation (including this Certificate of Determination) that would
increase or decrease the aggregate authorized shares of Series B or Series B-1
Preferred Stock or any Parity Security, increase or decrease the par value of
the Series B or Series B-1 Preferred Stock or any Parity Security or alter
or change the powers, preferences or special rights of the Series B or
Series B-1 Preferred Stock or any Parity Security so as to affect them
adversely.  If an amendment, alteration or repeal described above
would adversely affect one or more but not all series of Combined Preferred
Stock with like voting rights (including the Series B or Series B-1
Preferred Stock for this purpose), then only the series affected and entitled to
vote shall vote as a class in lieu of all such series of preferred stock unless
the vote of the other series of preferred stock is required by law.

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    (d)           Combined Preferred Stock
Conversion.  Notwithstanding the foregoing, Holders shall not
have any voting rights if, at or prior to the effective time of the act with
respect to which such vote would otherwise be required, all outstanding shares
of Combined Preferred Stock shall have been converted into shares of Common
Stock.

     

    Section
13.            Fractional
Shares.

     

    (a)           No
fractional shares of Common Stock will be issued as a result of any conversion
of shares of Combined Preferred Stock.

     

    (b)           In
lieu of any fractional share of Common Stock otherwise issuable in respect of
any mandatory conversion pursuant to Section 8, the Company shall pay an
amount in cash (computed to the nearest cent) upon conversion to Common Stock
equal to the same fraction of the Closing Price of the Common Stock determined
as of the second Trading Day immediately preceding the conversion
date.

     

    (c)           If
more than one share of Combined Preferred Stock is surrendered for conversion at
one time by or for the same Holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the aggregate
number of shares of the Combined Preferred Stock so surrendered.

     

    Section
14.            Reservation
of Common Stock.

     

    (a)           Common Stock Issuable on
Conversion of Combined Preferred Stock. The Company shall at all times
reserve and keep available out of its authorized and unissued Common Stock,
solely for issuance upon the conversion of shares of the Series B Preferred
Stock as provided in this Certificate of Determination, free from any preemptive
or other similar rights, such number of shares of Common Stock as shall from
time to time be issuable upon the conversion of all the shares of Series B
Preferred Stock then outstanding, assuming that the Applicable Conversion Price
equaled the Stated Price Per Share.  The Company shall at all times
reserve and keep available out of its authorized and unissued Common Stock
solely for issuance upon the conversion of shares of Series B-1 Preferred
Stock as provided in this Certificate of Determination, free from any preemptive
or other similar rights, such number of shares of Common Stock as shall from
time to time be issuable upon the conversion of all the shares of
Series B-1 Preferred Stock then outstanding, assuming that the Applicable
Conversion Price equaled the Stated Price Per Share.  For purposes of
this Section 14(b), the number of shares of Common Stock that shall be
deliverable upon the conversion of all outstanding shares of Combined Preferred
Stock shall be computed as if at the time of computation all such outstanding
shares were held by a single Holder.  The Company shall not issue
capital stock at a price that would require the Conversion Price of the Combined
Preferred Stock to be reduced (pursuant to the provisions of Section 10
hereof) to a price that would require the Company to issue shares of Common
Stock upon the conversion of the Combined Preferred Stock in excess of the then
authorized but unissued shares of Common Stock.

     

    (b)           Authorization.  All
shares of Common Stock delivered upon conversion of the Combined Preferred Stock
shall be duly authorized, validly issued, fully paid and non-assessable, free
and clear of all liens, claims, security interests and other encumbrances (other
than liens, charges, security interests and other encumbrances created by the
Holders).

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    (c)           Compliance with
Law.  Prior to the delivery of any securities that the Company
shall be obligated to deliver upon conversion of the Combined Preferred Stock,
the Company shall use its reasonable best efforts to comply with all federal and
state laws and regulations with respect to each Holder thereunder requiring the
registration of such securities with, or any approval of or consent to the
delivery thereof by, any governmental authority.

     

    Section
15.            Replacement
Certificates.

     

    (a)           The
Company shall replace any mutilated stock certificate at the Holder’s expense
upon surrender of that stock certificate to the Company.  The Company
shall replace stock certificates that become destroyed, stolen or lost at the
Holder’s expense upon delivery to the Company of satisfactory evidence that the
stock certificate has been destroyed, stolen or lost, together with any
indemnity that may be required by the Company.

     

    (b)           The
Company shall not be required to issue any stock certificates representing the
Combined Preferred Stock one business days following the full conversion of the
Combined Preferred Stock into Common Stock as provided in Section 8(c) or
8(d).  In place of the delivery of a replacement certificate following
such date, the Company, upon delivery of the evidence and indemnity described in
clause (a) above, shall deliver the shares of Common Stock (or evidence of
book-entry record ownership of such Common Stock) pursuant to the terms of the
Combined Preferred Stock formerly evidenced by the certificate.

     

    Section
16.            No
Impairment.  The Company shall not amend its Articles of
Incorporation or participate in any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action for the purpose of avoiding or seeking to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but shall at all times in good faith assist in carrying out all such
action as may be reasonably necessary or appropriate in order to protect the
conversion rights of the holders of the Combined Preferred Stock against
dilution or other impairment as provided herein.

     

    Section
17.            Form and Transfer
Restrictions.

     

    (a)           Form.  Certificates
representing the Series B and Series B-1 Preferred Stock (each a “Preferred
Certificate”), shall be issued to Holders at their
request.  Each Preferred Certificate shall include a reference
incorporating the terms of this Certificate of Determination. In addition, the
Preferred Certificates may have notations, legends or endorsements required by
law, stock exchange rules, agreements to which the Company is subject, if any,
or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company).

     

    (b)           Transfer
Restriction.  The Combined Preferred Stock may only be
transferred (i) to an affiliate of the initial investor or an affiliate of the
Company, (ii) in a widespread public distribution, (ii) in transfers in which no
transferee would receive 2% or more of the class or (iv) to a transferee that
would control more than 50% of the voting securities of the Company without any
transfer from the original investor.  The Series B Preferred Stock
will be subject to these transfer restrictions until the first to occur of a
Shareholder Approval Date or a Shareholder Disapproval Date.  The
Series B-1 Preferred Stock will be subject to these transfer restrictions until
a Full Conversion Date.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Section
18.            Miscellaneous.

     

    (a)           All
notices referred to herein shall be in writing, and, unless otherwise specified
herein, all notices hereunder shall be deemed to have been given upon the
earlier of receipt thereof or three Business Days after the mailing thereof if
sent by registered or certified mail (unless first-class mail shall be
specifically permitted for such notice under the terms of this Certificate of
Determination) with postage prepaid, addressed: (i) if to the Company, to its
office at 55 Almaden Boulevard, Suite 200, San Jose, California, Attention:
Chief Financial Officer, or (ii) if to a Holder, to the address or facsimile
number appearing on the Company’s shareholder records or such other address or
facsimile number as such Holder may provide to the Company in accordance with
this Section 18.

     

    (b)           The
Company shall pay any and all stock transfer and documentary stamp taxes that
may be payable in respect of any issuance or delivery of shares of Combined
Preferred Stock or shares of Common Stock or other securities issued on account
of Combined Preferred Stock pursuant hereto or certificates representing such
shares or securities.  The Company shall not, however, be required to
pay any such tax that may be payable in respect of any transfer involved in the
issuance or delivery of shares of Series B Preferred Stock, Series B-1
Preferred Stock or Common Stock or other securities in a name other than that in
which the shares of Combined Preferred Stock with respect to which such shares
or other securities are issued or delivered were registered, or in respect of
any payment to any Person other than a payment to the registered holder thereof,
and shall not be required to make any such issuance, delivery or payment unless
and until the Person otherwise entitled to such issuance, delivery or payment
has paid to the Company the amount of any such tax or has established, to the
satisfaction of the Company, that such tax has been paid or is not
payable.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    4. We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

    

      
        
          	
                  Date:_____________________

                	 
      	
                    

                
	 
      	 
      	
                    

                
	 
      	 
      	
                    

                
	
                   

                	 
      	
                  
                    Name:
      Daniel P. Myers

                  

                
	
                   

                	
                    

                	
                  
                    Its:
      Chief Executive Officer

                  

                


        

      

       

      
        
          	
                  Date:_____________________

                	 
      	
                    

                
	 
      	 
      	
                    

                
	 
      	 
      	
                    

                
	
                   

                	 
      	
                  
                    Name:
      Thomas A. Sa

                  

                
	
                   

                	
                    

                	
                  
                    Its:
      Chief Financial
Officer

                  

                


        

      


      
        
           


        

        
          23

          
            

          

        

        
           


        

      

Amended
Exhibit D

     

    Management
Rights Letter


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [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:

                	 
      
	
                  Title:

                	 
      


        

      

    

    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

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        James
      B. Jones

                      
	 
      	
                        Its:

                      	
                        Managing
      Member

                      


              

            

          

        

      

    

     

    
      70068450.2

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
Amended
Exhibit E

     

    Registration
Rights Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXECUTION
COPY

     

    REGISTRATION
RIGHTS AGREEMENT

     

    among

     

    BRIDGE
CAPITAL HOLDINGS

     

    and

     

    THE
HOLDERS NAMED HEREIN

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    
      
        
          	
                  Section
      1.

                	
                  DEFINITIONS

                	
                  1

                
	 
      	 
      	 
      
	
                  1.1.

                	
                  Defined
      Terms

                	
                  1

                
	 
      	 
      	 
      
	
                  1.2.

                	
                  General
      Interpretive Principles

                	
                  4

                
	 
      	 
      	 
      
	
                  Section
      2.

                	
                  REGISTRATION
      RIGHTS

                	
                  4

                
	 
      	 
      	 
      
	
                  2.1.

                	
                  Shelf
      Registration

                	
                  4

                
	 
      	 
      	 
      
	
                  2.2.

                	
                  Demand
      Registrations

                	
                  5

                
	 
      	 
      	 
      
	
                  2.3.

                	
                  Incidental
      Registrations

                	
                  7

                
	 
      	 
      	 
      
	
                  2.4.

                	
                  Black-out
      Periods

                	
                  9

                
	 
      	 
      	 
      
	
                  2.5.

                	
                  Registration
      Procedures

                	
                  10

                
	 
      	 
      	 
      
	
                  2.6.

                	
                  Underwritten
      Offerings

                	
                  14

                
	 
      	 
      	 
      
	
                  2.7.

                	
                  No
      Inconsistent Agreements; Additional Rights

                	
                  14

                
	 
      	 
      	 
      
	
                  2.8.

                	
                  Registration
      Expenses

                	
                  14

                
	 
      	 
      	 
      
	
                  2.9.

                	
                  Indemnification

                	
                  15

                
	 
      	 
      	 
      
	
                  2.10.

                	
                  Rules
      144 and 144A

                	
                  18

                
	 
      	 
      	 
      
	
                  Section
      3.

                	
                   MISCELLANEOUS

                	
                  18

                
	 
      	 
      	 
      
	
                  3.1.

                	
                  Term

                	
                  18

                
	 
      	 
      	 
      
	
                  3.2.

                	
                  Injunctive
      Relief

                	
                  19

                
	 
      	 
      	 
      
	
                  3.3.

                	
                  Attorneys’
      Fees

                	
                  19

                
	 
      	 
      	 
      
	
                  3.4.

                	
                  Notices

                	
                  19

                
	 
      	 
      	 
      
	
                  3.5.

                	
                  Successors,
      Assigns and Transferees

                	
                  20

                
	 
      	 
      	 
      
	
                  3.6.

                	
                  Governing
      Law; Service of Process; Consent to Jurisdiction

                	
                  20

                
	 
      	 
      	 
      
	
                  3.7.

                	
                  Headings

                	
                  21

                
	 
      	 
      	 
      
	
                  3.8.

                	
                  Severability

                	
                  21

                
	 
      	 
      	 
      
	
                  3.9.

                	
                  Amendment;
      Waiver

                	
                  21

                
	 
      	 
      	 
      
	
                  3.10.

                	
                  Counterparts

                	
                  21

                


        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    REGISTRATION
RIGHTS AGREEMENT

     

    REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as
of December 17, 2008 by and between Bridge Capital Holdings, a California
corporation (the “Issuer”) and
Carpenter Fund Manager GP, LLC (the “Manager”) on behalf
of and as General Partner of each of the following investment-related limited
partnerships: Carpenter Community BancFund, L.P.; Carpenter Community
BancFund-A, L.P.; and Carpenter Community BancFund-CA, L.P. (collectively, the
“Investors”).

     

    Recitals

     

    WHEREAS,
the Issuer and the Manager on behalf of the Investors have entered into Stock
Purchase Agreement (the “Stock Purchase
Agreement”) pursuant to which the Investors shall, among other things, be
issued shares of Series B Preferred Stock and shares of Series B-1 Preferred
Stock, each of which are convertible into Common Stock of the Company;
and

     

    WHEREAS,
as an inducement to the Investors to enter into the Stock Purchase Agreement,
the Issuer has agreed to provide the registration rights set forth in this
Agreement;

     

    Agreement

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual promises, covenants
and agreements of the parties hereto, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     

    Section
1.  DEFINITIONS

     

    1.1.  Defined
Terms.  As used in this Agreement, the following terms shall
have the meanings set forth in this Section 1.  All other capitalized
terms shall have the meaning ascribed to them in the Stock Purchase
Agreement.

     

    “Adverse Disclosure”
means public disclosure of material non-public information, which disclosure in
the good faith judgment of the Board of Directors of the Issuer after
consultation with counsel to the Issuer (i) would be required to be made in any
Registration Statement so that such Registration Statement would not be
materially misleading, (ii) would not be required to be made at such time but
for the filing of such Registration Statement and (iii) would have a material
adverse effect on the Issuer or its business or on the Issuer’s ability to
effect a material acquisition, disposition or financing.

     

    “Agreement” has the
meaning set forth in the preamble hereto.

     

    “Board of Directors”
means the Board of Directors of the Issuer.

     

    “Certificate of
Determination” means the Certificate of Determination of the Issuer for
the Series B Preferred Stock and the Series B-1 Preferred Stock.

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Common Stock” means
the common stock of the Issuer and any securities of the Issuer or successor of
the Issuer into which such Common Stock is reclassified or reconstituted or into
which such stock is converted or otherwise exchanged in connection with a
combination of shares, recapitalization, merger, sale of assets, consolidation
or other reorganization or otherwise.

     

    “Demand Registration”
has the meaning set forth in Section 2.2(a).

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and any successor thereto, and
any rules and regulations promulgated thereunder, all as the same shall be in
effect from time to time.

     

    “FINRA” means the
Financial Industry Regulatory Authority.

     

     “holder” or “holders” means any
holder or holders of Registrable Securities who is a party hereto or who
otherwise agrees in writing to be bound by the provisions of this Agreement
pursuant to Section 3.5.

     

    “Incidental
Registration” has the meaning set forth in
Section 2.3(a).

     

     “Investors” has the
meaning set forth in the preamble hereto.

     

    “Issuer” has the
meaning set forth in the preamble and shall include the Issuer’s successors by
merger, acquisition, reorganization or otherwise.

     

    “Loss” has the meaning
set forth in Section 2.9(a).

     

    “Manager” has the
meaning set forth in the preamble hereto.

     

     “Person” means any
individual, firm, limited liability company or partnership, joint venture,
corporation, joint stock company, trust or unincorporated organization,
incorporated or unincorporated association, government (or any department,
agency or political subdivision thereof) or other entity of any
kind.

     

    “Preferred Stock”
means the Series B Preferred Stock and the Series B-1 Preferred
Stock.

     

    “Prospectus” means the
prospectus included in any Registration Statement, all amendments and
supplements to such prospectus and all material incorporated by reference in
such prospectus.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Registrable
Securities” means (i) all outstanding shares of Series B Preferred Stock,
(ii) all outstanding shares of the Series B-1 Preferred Stock, (iii) all shares
of Common Stock issued and issuable upon conversion of the Series B Preferred
Stock and the Series B-1 Preferred Stock, (iv) all shares of Common Stock issued
and issuable as a dividend in kind on the Series B Preferred Stock and the
Series B-1 Preferred Stock, and (v) any shares of Common Stock or other
securities that may be issued or distributed or be issuable in respect thereof
by way of, share split or other distribution, merger, consolidation, exchange
offer, recapitalization or reclassification or similar transaction or exercise
or conversion or adjustment; provided
however that any of the foregoing securities shall cease to be “Registrable
Securities” to the extent (i) a Registration Statement with respect to their
sale has been declared effective under the Securities Act and they have been
disposed of pursuant to such Registration Statement, (ii) they have been
distributed pursuant to Rule 144 (or any similar provision then in force) under
the Securities Act or are transferable pursuant to such rule (without volume
limitation or method of sale restrictions); or (iii) they shall have been
otherwise transferred and (A) new certificates for them not bearing a legend
restricting transfer under the Securities Act shall have been delivered by the
Issuer and (B) may be publicly resold (without volume or method of sale
restrictions) without registration under the Securities Act.  For
purposes of this Agreement, a “class” of Registrable Securities shall mean all
Registrable Securities with the same terms and a “percentage” (or a “majority”)
of the Registrable Securities (or, where applicable, of any other securities)
shall be determined based on the number of shares of such securities, in the
case of Registrable Securities which are equity securities.

     

    “registration” means a
registration of the Registrable Securities for sale to the public under a
Registration Statement.

     

    “Registration
Statement” means any registration statement of the Issuer filed with, or
to be filed with, the SEC under the rules and regulations promulgated under the
Securities Act, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, and all exhibits
and all material incorporated by reference in such registration
statement.

     

    “SEC” means the
Securities and Exchange Commission.

     

    “Securities Act” means
the Securities Act of 1933, as amended, and any successor thereto, and any rules
and regulations promulgated thereunder, all as the same shall be in effect from
time to time.

     

    “Series B Preferred
Stock” means the Series B Preferred Stock issued pursuant to the Stock
Purchase Agreement.

     

    “Series B-1 Preferred
Stock” means the Series B-1 Preferred Stock issued pursuant to the Stock
Purchase Agreement.  .

     

    “Shelf Registration”
means a registration effected pursuant to Section 2.1.

     

    “Shelf Registration
Statement” means a Registration Statement of the Issuer filed with the
SEC on Form S-3 (or any successor form or other appropriate form under the
Securities Act) for an offering to be made on a continuous or delayed basis
pursuant to Rule 415 under the Act (or any similar rule that may be adopted by
the SEC) covering the Registrable Securities.

     

    “TARP Securities”
includes any preferred stock and warrants sold to the United States Department
of the Treasury pursuant to the TARP Capital Purchase Plan and any shares of
common stock issued upon exercise or conversion thereof.

     

      “Underwritten
Offering” means a registration in which securities of the Issuer are sold
to an underwriter or underwriters on a firm commitment basis for reoffering to
the public.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    1.2.  General Interpretive
Principles.  Whenever used in this Agreement, except as
otherwise expressly provided or unless the context otherwise requires, any noun
or pronoun shall be deemed to include the plural as well as the singular and to
cover all genders.  The name assigned this Agreement and the section
captions used herein are for convenience of reference only and shall not be
construed to affect the meaning, construction or effect
hereof.  Unless otherwise specified, the terms “hereof,” “herein,”
“hereunder” and similar terms refer to this Agreement as a whole (including the
exhibits, schedules and disclosure statements hereto), and references herein to
Sections refer to Sections of this Agreement.

     

    Section
2.  REGISTRATION RIGHTS

     

    2.1.       Shelf
Registration.

     

    (a)           Filing.  Subject
to Section 2.1(c), on or before the 45th day following a request by one or more
holders of Registrable Securities, file with the SEC a Shelf Registration
Statement relating to the offer and sale of the requested Registrable Securities
by the holders thereof from time to time in accordance with the methods of
distribution elected by such holders and shall use its reasonable best efforts
to cause such Shelf Registration Statement to be declared effective under the
Securities Act.

     

    (b)           Continued
Effectiveness.  Subject to Section 2.1(c), the Issuer shall use
its reasonable best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming a part thereof
to be usable by the holders until the earlier of (i) the termination of this
Agreement or (ii) the date when all of the Registerable Securities thereunder
have been sold or are no longer Registerable Securities.  The Issuer
shall not be deemed to have used its reasonable best efforts to keep the Shelf
Registration Statement effective if the Issuer voluntarily takes any action or
omits to take any action that would result in the inability of any holder of
Registrable Securities covered by such Registration Statement to be able to
offer and sell any such Registrable Securities during the term of this
Agreement, unless such action or omission is required by applicable
law.

     

    (c)           Suspension
of Registration.  If the filing, initial
effectiveness or continued use of the Shelf Registration Statement at any time
would require the Issuer to make an Adverse Disclosure, the Issuer may, upon
giving prompt written notice of such action to the holders, delay
the filing or initial effectiveness of,
or suspend use of, the Shelf Registration
Statement; provided, however, that the Issuer shall not be
permitted to do so (A) more than one time during any six month period, (B) for a
period exceeding 45 days on any one occasion or (C) for a period exceeding 90
days in any 12 month period.  In the event the Issuer exercises its
rights under the preceding sentence, the holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the Prospectus
relating to the Shelf Registration in connection with any sale or offer to sell
Registrable Securities. The Issuer shall immediately notify the holders upon the
expiration of any period during which it exercised its rights under this Section
2.1(c). The Issuer represents that it has no knowledge of any circumstance that
would reasonably be expected to cause the Issuer to exercise its rights under
this Section 2.1(c).

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (d)           Underwritten
Offering.  If the holders of not less than a majority of any
class of Registrable Securities included in any offering pursuant to the Shelf
Registration Statement so elect, such offering shall be in the form of an
Underwritten Offering and the Issuer, if necessary, shall amend or supplement
the Shelf Registration Statement for such purpose.  The holders of a
majority of the class of Registrable Securities included in such Underwritten
Offering shall, after consulting with the Issuer, have the right to select the
managing underwriter or underwriters for the offering.

     

    (e)           Effect on Demand and
Incidental Registration Obligation.  The provisions of Section
2.2 shall not apply to a class of Registrable Securities at any time the Issuer
has filed and is maintaining the effectiveness of a Shelf Registration Statement
for such class and is complying with its obligations under this Section 2.1 with
respect to all Registrable Securities, but the provisions of Section 2.3 shall
apply whether or not the Issuer has filed and is maintaining the effectiveness
of a Shelf Registration Statement.

     

    2.2.  Demand
Registrations.

     

    
      	
               
      

            	
              (a)

            	
              Demand by
      Holders

            


    

     

    (1)           At
any time the holders of not less than 25 percent of any class of the Registrable
Securities may make a written request to the Issuer for registration of all or
part of the Registrable Securities held by such holders.  Any such
requested registration shall hereinafter be referred to as a “Demand
Registration.”  Each request for a Demand Registration shall
specify the aggregate amount of Registrable Securities to be registered and the
intended methods of disposition thereof.

     

    (2)           Within
ten days following receipt of any request for a Demand Registration, the Issuer
shall deliver written notice of such request to all other holders of Registrable
Securities of the class or classes to be registered.  Thereafter, the
Issuer shall include in such Demand Registration any additional Registrable
Securities of each such class which the holder or holders thereof have requested
in writing be included in such Demand Registration, provided that all requests
therefor have been received by the Issuer within ten days of the Issuer’s having
sent the applicable notice to such holder or holders.  All such
requests shall specify the aggregate amount and class of Registrable Securities
to be registered and the intended method of distribution of the
same.  The Issuer may not include in such registration additional
securities of the class or classes of the Registrable Securities to be
registered hereunder, including securities to be sold for the Issuer’s own
account or for the account of Persons who are not holders of Registrable
Securities.

     

    (3)           As
promptly as practicable (and, in any event, within 45 days) following receipt of
a request for a Demand Registration, the Issuer shall file a Registration
Statement relating to such Demand Registration and shall use its reasonable best
efforts to cause such Registration Statement to be declared effective under the
Securities Act.

     

    (b)           Limitation on Demand
Registrations.  In no event shall the Issuer be required to
effect more than two Demand Registrations, nor shall the Issuer be required to
effect more than one Demand Registration in any six month period.

     

    
      
         


      

      
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    (c)           Demand
Withdrawal.  A holder may withdraw its Registrable Securities
from a Demand Registration at any time.  If all such holders do so,
the Issuer shall cease all efforts to secure registration and such registration
nonetheless shall be deemed a Demand Registration for purposes of Section 2.2(b)
unless the withdrawal is based on (i) the reasonable determination of the
holders who requested such registration that there has been, since the date of
such request, a material adverse change in the business or prospects of the
Issuer or in general market conditions or (ii) the acts or omissions of the
Issuer.

     

    (d)           Effective
Registration.  The Issuer shall be deemed to have effected a
Demand Registration if the applicable Registration Statement is declared
effective by the SEC and remains effective for not less than 180 days (or such
shorter period as will terminate when all Registrable Securities covered by such
Registration Statement have been sold or withdrawn), or, if such Registration
Statement relates to an Underwritten Offering, such longer period as, in the
opinion of counsel for the underwriter or underwriters, is required by law for
the delivery of a Prospectus in connection with the sale of Registrable
Securities by an underwriter or dealer.  No Demand Registration shall
be deemed to have been effected if an Underwritten Offering is contemplated by
such Demand Registration and the conditions to closing specified in the
applicable underwriting agreement are not satisfied by reason of a wrongful act,
misrepresentation or breach of such underwriting agreement or this Agreement by
the Issuer.

     

    (e)           Suspension of
Registration.  If the filing, initial effectiveness or
continued use of a Registration Statement in respect of a Demand Registration
would result in an effective registration statement within 90 days of a
underwritten offering by the Company of its equity securities for its own
accounts or at any time would require the Issuer to make an Adverse Disclosure,
the Issuer may, upon giving prompt written notice of such action to the holders,
delay the filing
or initial
effectiveness of, or suspend use of, the such Registration Statement; provided
however that such right to delay registration shall be exercised by the Issuer
(A) only if the Issuer h generally exercised (or is concurrently exercising)
similar black-out rights against holders of similar securities that have
registration rights and (2) not more than three times during any 12-month period
and not more than 90 days in the aggregate in any 12-month period.  In
the event the Issuer exercises its rights under the preceding sentence, the
holders agree to suspend, immediately upon their receipt of the notice referred
to above, their use of the Prospectus relating to the Demand Registration in
connection with any sale or offer to sell Registrable Securities.  The
Issuer shall immediately notify the holders of the expiration of any period
during which it exercised its rights under this Section 2.2(e).  The
Issuer represents that it has no knowledge of any circumstance that would
reasonably be expected to cause the Issuer to exercise its rights under this
Section 2.2(e).

     

    (f)           Underwritten
Offering.  If the holders of not less than a majority of the
Registrable Securities of any class which are included in any offering pursuant
to a Demand Registration so elect, such offering shall be in the form of an
Underwritten Offering.  The holders of a majority of the class of
Registrable Securities included in such Underwritten Offering shall, after
consulting with the Issuer, have the right to select the managing underwriter or
underwriters for the offering subject to the right of the Issuer to select one
co-managing underwriter reasonably acceptable to such holders.

     

    
      
         


      

      
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    (g)           Priority of Securities
Registered Pursuant to Demand Registrations.  If the managing
underwriter or underwriters of a proposed Underwritten Offering of a class of
Registrable Securities included in a Demand Registration (or, in the case of a
Demand Registration not being underwritten, the holders of a majority of a class
of Registrable Securities included in such Registration Statement), inform the
holders of such Registrable Securities in writing that, in its or their opinion,
the number of securities of such class requested to be included in such Demand
Registration exceeds the number which can be sold in such offering without being
likely to have a significant adverse effect on the price, timing or distribution
of the class of securities offered or the market for the class of securities
offered, the number of Registrable Securities of such class that can be included
without having such an adverse effect shall be allocated pro rata among the
holders which have requested participation in the Demand Registration (based,
for each such holder, on the percentage derived by dividing (i) the number of
Registrable Securities of such class which such holder has requested to include
in such Demand Registration by (ii) the aggregate number of Registrable
Securities of such class which all such holders have requested to
include).   To the extent that any Registrable Securities
requested to be registered are so excluded, the holders shall have the right to
one additional Demand Registration under this Section 2.2.

     

    (h)           Registration Statement
Form.  Registrations under this Section 2.2 shall be on such
appropriate registration form of the SEC (i) as shall be selected by the Issuer
and as shall be reasonably acceptable to the holders of a majority of each class
of Registrable Securities requesting participation in the Demand Registration
and (ii) as shall permit the disposition of the Registrable Securities in
accordance with the intended method or methods of disposition specified in the
applicable holders’ requests for such registration.

     

    2.3.  Incidental
Registrations.

     

    
      	
               
      

            	
              (a)

            	
              Participation

            


    

     

    (1)           If
the Issuer at any time proposes to file a Registration Statement with respect to
any offering of its securities for its own account or for the account of any
holders of its securities (other than (A) a registration under Section 2.1 or
2.2 hereof, (B) a registration on Form S-4 or S-8 or any successor form to such
forms, or (C) a
registration of securities solely relating to an offering and sale to employees
or directors of the Issuer pursuant to any employee stock plan or other employee
benefit plan arrangement, then, as soon as practicable (but in no event less
than 20 days prior to the proposed date of filing such Registration Statement),
the Issuer shall give written notice of such proposed filing to all holders of
Registrable Securities, and such notice shall offer the holders of such
Registrable Securities the opportunity to register such number of Registrable
Securities as each such holder may request in writing (an “Incidental
Registration”).  Subject to Section 2.3(b), the Issuer shall
include in such Registration Statement all such Registrable Securities which are
requested to be included therein within 20 days after the receipt by such holder
of any such notice.  If at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
Registration Statement filed in connection with such registration, the Issuer
shall determine for any reason not to register or to delay registration of such
securities, the Issuer may, at its election, give written notice of such
determination to each holder of Registrable Securities and, (x) in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration, and (y) in the
case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities for the same period as the delay in
registering such other securities.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (2)           If
the offering pursuant to an Incidental Registration is to be an Underwritten
Offering, then each holder making a request for its Registrable Securities to be
included therein must, and the Issuer shall make such arrangements with the
underwriters so that each such holder may participate in such Underwritten
Offering on the same terms as the Issuer and other Persons selling securities in
such Underwritten Offering.  If the offering pursuant to such
registration is to be on any other basis, then each holder making a request for
an Incidental Registration pursuant to this Section 2.3(a) must participate in
such offering on such basis.

     

    (3)           Each
holder of Registrable Securities shall be permitted to withdraw all or part of
such holder’s Registrable Securities from an Incidental Registration at any
time; provided
however that, except in
the case of a withdrawal pursuant to Section 2.6(b), the Issuer shall be
entitled to reimbursement from the holder of such withdrawn Registrable
Securities for any SEC registration fees incurred by the Issuer in connection
with the registration of the Registrable Securities being
withdrawn.

     

    (b)           Priority of Incidental
Registration.  If the managing underwriter or underwriters of
any proposed Underwritten Offering of a class of securities included in an
Incidental Registration (or in the case of an Incidental Registration not being
underwritten, the Issuer) informs the holders of Registrable Securities of any
class sought to be included in such registration in writing that, in its or
their opinion, the total amount or kind of securities which such holders and any
other Persons intend to include in such offering exceeds the number which can be
sold in such offering without being likely to have a significant adverse effect
on the price, timing or distribution of the class or classes of the securities
offered or the market for the class or classes of securities offered or the
Issuer’s common stock, then the securities of each class to be included in such
registration shall be allocated as follows:

     

    (1)           first, 100% of the
securities that the Issuer or (subject to Section 2.7) any Person (other than a
holder of Registrable Securities) exercising a contractual right to demand
registration has proposed to sell shall be included therein, if
any;

     

    (2)           second, and only if
all the securities referenced in clause (i) have been included, the number of
Registrable Securities of such class, if any, that, in the opinion of such
underwriter or underwriters (or in the case of an Incidental Registration not
being underwritten, the Issuer), can be sold without having such adverse effect
shall be included therein, with such number to be allocated pro rata among the
holders which have requested participation in the Incidental Registration
(based, for each such holder, on the percentage derived by dividing (x) the
number of Registrable Securities of such class which such holder has requested
to include in such Incidental Registration by (y) the aggregate number of
Registrable Securities of such class which all such holders have requested to
include); and

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (3)           third, and only if
all of the Registrable Securities referenced in clauses (1) and (2) have been
included, any other securities eligible for inclusion in such registration shall
be included therein.

     

    2.4.  Black-out
Periods

     

    (a)           Black-out Periods for
Holders.  In the event of a registration by the Issuer, the
holders of Registrable Securities agree, if (i) requested by the Issuer (or, in
the case of an Underwritten Offering, by the managing underwriter or
underwriters) and (ii) such holders are offered an opportunity to participate in
such registration pursuant to Section 2.3(a) without any exclusion of holder
securities pursuant to Section 2.3(b), not to effect any public sale or
distribution (excluding any
sale pursuant to Rule 144 or Rule 144A under the Securities Act) of any
securities (except, in each case, as part of the applicable registration, if
permitted) which securities are the same as or similar to those being registered
in connection with such registration, or which are convertible into or
exchangeable or exercisable for such securities, during the period beginning
seven days before, and ending 90 days (or such lesser period as may be permitted
by the Issuer or such managing underwriter or underwriters) after, the effective
date of the Registration Statement filed in connection with such registration,
to the extent such holders are timely notified in writing by the Issuer or the
managing underwriter or underwriters.

     

    
      	
               
      

            	
              (b)

            	
              Black-out Period for
      the Issuer and Others.

            


    

     

    (1)           In
the case of a registration of a class of Registrable Securities pursuant to
Section 2.1 or 2.2 (involving the offering and sale of equity securities or
securities convertible into or exchangeable for equity securities), the Issuer
agrees, if requested by the holders of a majority of such class of Registrable
Securities to be sold pursuant to the such registration (or, in the case of an
Underwritten Offering, by the managing underwriter or underwriters in such
Underwritten Offering), not to effect (or register for sale) any public sale or
distribution of any securities which are the same as or similar to those being
registered, or which are convertible into or exchangeable or exercisable for
such securities, during the period beginning seven days before, and ending 90
days (or such lesser period as may be permitted by such holders or such
underwriter or underwriters) after, the effective date of the Registration
Statement filed in connection with such registration (or, in the case of an
Underwritten Offering under the Shelf Registration, the date of the closing
under the underwriting agreement in connection therewith), to the extent the
Issuer is timely notified in writing by a holder of Registrable Securities
covered by such Registration Statement or the managing underwriter or
underwriters.  Notwithstanding the foregoing, the Issuer may effect a
public sale or distribution of securities of the type described above and during
the periods described above if the same (A) is made pursuant to registrations on
Forms S-4 or S-8 or any successor form to such forms, or (B) as part of any
registration of securities for offering and sale to employees or directors of
the Issuer pursuant to any employee stock plan or other employee benefit plan
arrangement.

     

    (2)           The
Issuer agrees to use all reasonable efforts to obtain from each holder of
restricted securities of the Issuer which are the same as or similar to those
being registered by the Issuer, or which are convertible into or exchangeable or
exercisable for any of its securities, an agreement not to effect any public
sale or distribution of such securities (other than securities purchased in a
public offering) during any period referred to in this Section 2.4(b), except as
part of any such registration if permitted.  Without limiting the
foregoing (but subject to Section 2.7), if after the date hereof the Issuer
grants any Person (other than a holder of Registrable Securities or TARP
Securities) any rights to demand or participate in a registration, the Issuer
agrees that the agreement with respect thereto shall include such Person’s
agreement as contemplated by the previous sentence.

     

    
      
         


      

      
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    2.5.  Registration
Procedures.

     

    (a)           In
connection with the Issuer’s registration obligations in this Agreement, the
Issuer will, subject to the limitations set forth herein, use its reasonable
best efforts to effect any such registration so as to permit the sale of the
applicable Registrable Securities in accordance with the intended method or
methods of distribution thereof as expeditiously as reasonably practicable, and
in connection therewith the Issuer will:

     

    (1)           before
filing a Registration Statement or Prospectus, or any amendments or supplements
thereto and in connection therewith,  furnish to the underwriter or
underwriters, if any, and to one representative of the holders of each class of
the Registrable Securities covered by such Registration Statement, copies of all
documents prepared to be filed, which documents will be subject to the review of
such underwriters and such holders and their respective counsel and, except in
the case of a registration under Section 2.3, not file any Registration
Statement or Prospectus or amendments or supplements thereto to which the
holders of a majority of the class of Registrable Securities covered by the same
or the underwriter or underwriters, if any, shall reasonably
object;

     

    (2)           prepare
and file with the SEC such amendments or supplements to the applicable
Registration Statement or Prospectus as may be (A) reasonably requested by any
participating holder (to the extent such request relates to information relating
to such holder); (B) necessary to keep such registration effective for the
period of time required by this Agreement or (C) reasonably requested by the
holders of a majority of any class of the participating Registrable
Securities;

     

    (3)           notify
the selling holders of Registrable Securities and the managing underwriter or
underwriters, if any, and (if requested) confirm such advice in writing, as soon
as reasonably practicable after notice thereof is received by the Issuer (A)
when the applicable Registration Statement or any amendment thereto has been
filed or becomes effective and when the applicable Prospectus or any amendment
or supplement thereto has been filed, (B) of any written comments by the SEC or
any request by the SEC or any other federal or state governmental authority for
amendments or supplements to such Registration Statement or Prospectus or for
additional information, (C) of the issuance by the SEC of any stop order
suspending the effectiveness of such Registration Statement or any order
preventing or suspending the use of any preliminary or final Prospectus or the
initiation or threat of any proceedings for such purposes and (D) of the receipt
by the Issuer of any notification with respect to the suspension of the
qualification of the Registrable Securities for offering or sale in any
jurisdiction or the initiation or threat of any proceeding for such
purpose;

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (4)           promptly
notify each selling holder of Registrable Securities and the managing
underwriter or underwriters, if any, when the Issuer becomes aware of the
happening of any event as a result of which the applicable Registration
Statement or Prospectus (as then in effect) contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
therein (in the case of the Prospectus and any preliminary Prospectus, in light
of the circumstances under which they were made) not misleading or, if for any
other reason it shall be necessary to amend or supplement such Registration
Statement or Prospectus in order to comply with the Securities Act and, in
either case as promptly as reasonably practicable thereafter, prepare and file
with the SEC an amendment or supplement to such Registration Statement or
Prospectus which will correct such statement or omission or effect such
compliance;

     

    (5)           make
every reasonable effort to prevent or obtain at the earliest possible moment the
withdrawal of any stop order with respect to the applicable Registration
Statement or other order suspending the use of any preliminary or final
Prospectus;

     

    (6)           promptly
incorporate in a Prospectus supplement or post-effective amendment to the
applicable Registration Statement such information as the managing underwriter
or underwriters, if any, or the holders of a majority of the Registrable
Securities of the class being sold agree should be included therein relating to
the plan of distribution with respect to such Registrable Securities; and make
all required filings of such Prospectus supplement or post-effective amendment
as soon as reasonably practicable after being notified of the matters to be
incorporated in such Prospectus supplement or post-effective
amendment;

     

    (7)           furnish
to each selling holder of Registrable Securities and each managing underwriter,
if any, without charge, as many conformed copies as such holder or managing
underwriter may reasonably request of the applicable Registration
Statement;

     

    (8)           deliver
to each selling holder of Registrable Securities and each managing underwriter,
if any, without charge, as many copies of the applicable Prospectus (including
each preliminary Prospectus) as such holder or managing underwriter may
reasonably request (it being understood that the Issuer consents to the use of
the Prospectus by each of the selling holders of Registrable Securities and the
underwriter or underwriters, if any, in connection with the offering and sale of
the Registrable Securities covered by the Prospectus) and such other documents
as such selling holder or managing underwriter may reasonably request in order
to facilitate the disposition of the Registrable Securities by such holder or
underwriter;

     

    (9)           on
or prior to the date on which the applicable Registration Statement is declared
effective, use its reasonable best efforts to register or qualify such
Registrable Securities for offer and sale under the securities or “Blue Sky”
laws of each state and other jurisdiction of the United States, as any such
selling holder or underwriter, if any, or their respective counsel reasonably
requests in writing, and do any and all other acts or things reasonably
necessary or advisable to keep such registration or qualification in effect so
as to permit the commencement and continuance of sales and dealings in such
jurisdictions for as long as may be necessary to complete the distribution of
the Registrable Securities covered by the Registration Statement; provided,
however, that the Issuer will not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to taxation or general service of process in any
such jurisdiction where it is not then so subject;

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (10)           cooperate
with the selling holders of Registrable Securities and the managing underwriter,
underwriters or agent, if any, to facilitate the timely preparation and delivery
of certificates representing Registrable Securities to be sold and not bearing
any restrictive legends;

     

    (11)           not
later than the effective date of the applicable Registration Statement, provide
a CUSIP number for all Registrable Securities and provide the applicable
transfer agent with printed certificates for the Registrable Securities which
certificates shall be in a form eligible for deposit with The Depository Trust
Company;

     

    (12)           obtain
for delivery to the holders of each class of Registrable Securities being
registered and to the underwriter or underwriters, if any, an opinion or
opinions from counsel for the Issuer dated the effective date of the
Registration Statement or, in the event of an Underwritten Offering, the date of
the closing under the underwriting agreement, in customary form, scope and
substance, which counsel and opinions shall be reasonably satisfactory to a
majority of the holders of each such class and underwriter or underwriters, if
any, and their respective counsel;

     

    (13)           in
the case of an Underwritten Offering, obtain for delivery to the Issuer and the
underwriter or underwriters, if any, with copies to the holders of Registrable
Securities included in such registration, a cold comfort letter from the
Issuer’s independent certified public accountants in customary form and covering
such matters of the type customarily covered by cold comfort letters as the
managing underwriter or underwriters reasonably request, dated the date of
execution of the underwriting agreement and brought down to the closing under
the underwriting agreement;

     

    (14)           cooperate
with each seller of Registrable Securities and each underwriter or agent, if
any, participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with the
FINRA;

     

    (15)           use
its reasonable best efforts to comply with all applicable rules and regulations
of the SEC and make generally available to its security holders, as soon as
reasonably practicable (but not more than 15 months) after the effective date of
the applicable Registration Statement, an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act and the rules and regulations
promulgated thereunder;

     

    (16)           provide
and cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by the applicable Registration Statement from and after a
date not later than the effective date of such Registration
Statement;

     

    (17)           cause
all Registrable Securities of a class covered by the applicable Registration
Statement to be listed on each securities exchange on which any of the Issuer’s
securities of such class are then listed or quoted and on each inter-dealer
quotation system on which any of the Issuer’s securities of such class are then
quoted;

     

    
      
         


      

      
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    (18)           make
available upon reasonable notice at reasonable times and for reasonable periods
for inspection by a representative appointed by the holders of a majority of the
Registrable Securities of each class covered by the applicable Registration
Statement, by any managing underwriter or underwriters participating in any
disposition to be effected pursuant to such Registration Statement and by any
attorney, accountant or other agent retained by such sellers or any such
managing underwriter, all pertinent financial and other records, pertinent
corporate documents and properties of the Issuer, and cause all of the Issuer’s
officers, directors and employees and the independent public accountants who
have certified its financial statements to make themselves available to discuss
the business of the Issuer and to supply all information reasonably requested by
any such seller, underwriter, attorney, accountant or agent in connection with
such Registration Statement as shall be necessary to enable them to exercise
their due diligence responsibility (subject to the entry by each party referred
to in this clause (18) into customary confidentiality agreements in a form
reasonably acceptable to the Issuer);

     

    (19)           in
the case of  an Underwritten Offering, cause the senior executive
officers of the Issuer to participate in the customary “road show” presentations
that may be reasonably requested by the managing underwriter in any such
Underwritten Offering and otherwise to facilitate, cooperate with, and
participate in each proposed offering contemplated herein and customary selling
efforts related thereto; and

     

    (20)           promptly
after the issuance of an earnings release or upon the request of any holder,
prepare a current report on Form 8-K with respect to such earnings release or a
matter of disclosure as requested by such holder and file such Form 8-K with the
SEC.

     

    (b)           The
Issuer may require each selling holder of Registrable Securities as to which any
registration is being effected to furnish to the Issuer such information
regarding the distribution of such Securities and such other information
relating to such holder and its ownership of the applicable Registrable
Securities as the Issuer may from time to time reasonably
request.  Each holder of Registrable Securities agrees to furnish such
information to the Issuer and to cooperate with the Issuer as necessary to
enable the Issuer to comply with the provisions of this
Agreement.  The Issuer shall have the right to exclude any holder that
does not comply with the preceding sentence from the applicable
registration.

     

    (c)           Each
holder of Registrable Securities agrees by acquisition of such Registrable
Securities that, upon receipt of any notice from the Issuer of the happening of
any event of the kind described in Section 2.5(a)(4), such holder will
discontinue disposition of its Registrable Securities pursuant to such
Registration Statement until such holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 2.5(a)(4), or until
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 and, if so directed
by the Issuer, such 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 Registrable Securities which are current at the
time of the receipt of such notice.  In the event that the Issuer
shall give any such notice in respect of a Demand Registration, the period
during which the applicable Registration Statement is required to be maintained
effective shall be extended by the number of days during the period from and
including the date of the giving of such notice to and including the date when
each seller of Registrable Securities covered by such Registration Statement
either receives the copies of the supplemented or amended Prospectus
contemplated by Section 2.5(a)(4) or is advised in writing by the Issuer that
the use of the Prospectus may be resumed.

     

    
      
         


      

      
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    2.6.  Underwritten
Offerings.

     

    (a)           Underwriting
Agreements.  If requested by the underwriters for any
Underwritten Offering requested by holders pursuant to Section 2.1 or 2.2, the
Issuer and the holders of Registrable Securities to be included therein shall
enter into an underwriting agreement with such underwriters, such agreement to
be reasonably satisfactory in substance and form to the Issuer, the holders of a
majority of each class of the Registrable Securities to be included in such
Underwritten Offering and the underwriters, and to contain such terms and
conditions as are generally prevailing in agreements of that type, including,
without limitation, indemnities no less favorable to the recipient thereof than
those provided in Section 2.9.  The holders of any Registrable
Securities to be included in any Underwritten Offering pursuant to Section 2.3
shall enter into such an underwriting agreement at the request of the
Issuer.  All of the representations and warranties by, and the other
agreements on the part of, the Issuer to and for the benefit of such
underwriters included in each such underwriting agreement shall also be made to
and for the benefit of such holders and any or all of the conditions precedent
to the obligations of such underwriters under such underwriting agreement be
conditions precedent to the obligations of such holders.  No holder
shall be required in any such underwriting agreement to make any representations
or warranties to or agreements with the Issuer or the underwriters other than
representations, warranties or agreements regarding such holder, such holders
Registrable Securities, such holder’s intended method of distribution and any
other representations required by law.

     

    (b)           Price and Underwriting
Discounts.  In the case of an Underwritten Offering requested
by holders pursuant to Section 2.1 or 2.2, the price, underwriting discount and
other financial terms for each class of Registrable Securities of the related
underwriting agreement shall be determined by the holders of a majority of such
class of Registrable Securities.  In the case of any Underwritten
Offering pursuant to Section 2.3, such price, discount and other terms shall be
determined by the Issuer, subject to the right of the holders to withdraw their
request to participate in the registration pursuant to Section 2.3(a)(3) after
being advised of such price, discount and other terms.

     

    (c)           Participation in
Underwritten Offerings.  No holder may participate in an
Underwritten Offering unless such Person (i) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by
the Persons entitled to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

     

    2.7.  No Inconsistent Agreements;
Additional Rights.  Other than any agreement concerning TARP
Securities, the Issuer will not enter into, and is not currently a party to, any
agreement which is, or could be, inconsistent with the rights granted to the
holders of Registrable Securities by this Agreement.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    2.8.  Registration
Expenses.

     

    (a)           The
Issuer shall pay all of the expenses set forth in this paragraph (a) in
connection with a registration under this Agreement of Registrable
Securities.   Such expenses are (i) all registration and filing
fees, and any other fees and expenses associated with filings required to be
made with the SEC or the FINRA, (ii) all fees and expenses of compliance with
state securities or “Blue Sky” laws, (iii) all printing, duplicating, word
processing, messenger, telephone, facsimile and delivery expenses (including
expenses of printing certificates for the Registrable Securities in a form
eligible for deposit with The Depository Trust Company and of printing
prospectuses), (iv) all fees and disbursements of counsel for the Issuer and of
all independent certified public accountants of the Issuer, (v) Securities Act
liability insurance or similar insurance if the Issuer so desires or the
underwriter or underwriters, if any, so require in accordance with
then-customary underwriting practice, (vi) all fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities
exchange or the quotation of the Registrable Securities on any inter-dealer
quotation system, (vii) expenses of  counsel to the underwriters and
(viii) all applicable rating agency fees with respect to any applicable
Registrable Securities.  In addition, in all cases the Issuer shall
pay its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any audit and the fees and expenses of any Person, including
special experts, retained by the Issuer.  In addition, the Issuer
shall pay all reasonable fees and disbursements of one law firm or other counsel
selected by the holders of a majority of the Registrable Securities being
registered and all fees and expenses of accountants to the holders of
Registrable Securities being sold but, in any case, not to exceed, in the
aggregate, $40,000 per registration statement.

     

    (b)           The
Issuer shall also be required to pay any other costs or expenses in the course
of the transactions contemplated hereby; provided however, underwriting
discounts and commissions and transfer taxes attributable to the sale of
Registrable Securities shall be paid by holders participating in the
offering.

     

    2.9.
Indemnification.

     

    (a)           Indemnification by the
Issuer.  The Issuer agrees to indemnify and hold harmless, to
the full extent permitted by law, each holder of Registrable Securities and
their respective officers, directors, advisors and agents and
employees and each Person who controls (within the meaning of the Securities Act
or the Exchange Act) such Persons from and against any and all losses, claims,
damages, liabilities (or actions or proceedings in respect thereof, whether or
not such indemnified party is a party thereto) and expenses (including
reasonable costs of investigation and legal expenses), joint or several (each, a
“Loss” and
collectively “Losses”), arising out
of or based upon (i) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Securities
were registered under the Securities Act (including any final, preliminary or
summary Prospectus contained therein or any amendment thereof or supplement
thereto or any documents incorporated by reference therein) or (ii) any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of a Prospectus
or preliminary Prospectus, in light of the circumstances under which they were
made) not misleading; provided,
however, that the Issuer shall not be liable to any indemnified party in any
such case to the extent that any such Loss arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any such Registration Statement in reliance upon and in conformity with
written information furnished to the Issuer by such holder expressly for use in
the preparation thereof.  This indemnity shall be in addition to any
liability the Issuer may otherwise have.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such holder or any indemnified party and shall survive the transfer of such
securities by such holder. The Issuer will also indemnify, if applicable and if
requested, underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in any distribution pursuant hereto, their
officers and directors and each Person who controls such Persons (within the
meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Indemnified
Persons.

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (b)           Indemnification by the
Holders.  Each selling holder of Registrable Securities agrees
(severally and not jointly) to indemnify and hold harmless, to the full extent
permitted by law, the Issuer, its directors and officers and each Person who
controls the Issuer (within the meaning of the Securities Act and the Exchange
Act) from and against any Losses resulting from any untrue statement of a
material fact or any omission of a material fact required to be stated in the
Registration Statement under which such Registrable Securities were registered
under the Securities Act (including any final, preliminary or summary Prospectus
contained therein or any amendment thereof or supplement thereto or any
documents incorporated by reference therein), or necessary to make the
statements therein (in the case of a Prospectus or preliminary Prospectus, in
light of the circumstances under which they were made) not misleading, to the
extent, but only to the extent, that such untrue statement or omission had been
contained in any information furnished in writing by such selling holder to the
Issuer specifically for inclusion in such Registration
Statement.  This indemnity shall be in addition to any liability such
holder may otherwise have.  Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Issuer or
any indemnified party.  In no event shall the liability of any selling
holder of Registrable Securities hereunder be greater in amount than the dollar
amount of the proceeds received by such holder under the sale of the Registrable
Securities giving rise to such indemnification obligation.  The Issuer
shall be entitled to receive indemnities from, if applicable and if requested,
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, to the same extent as provided
above (with appropriate modification) with respect to information so furnished
in writing by such Persons specifically for inclusion in any Prospectus or
Registration Statement.  Each holder also shall indemnify any
underwriters of the Registrable Securities, their officers and directors and
each Person who controls such underwriters (within the meaning of the Securities
Act) to the same extent as provided above with respect to the indemnification of
the Issuer.

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    (c)           Conduct of Indemnification
Proceedings.  Any Person entitled to indemnification hereunder
will (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided,
however, that any delay or failure to so notify the indemnifying party shall
relieve the indemnifying party of its obligations hereunder only to the extent,
if at all, that it is actually and materially prejudiced by reason of such delay
or failure) and (ii) permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party; provided,
however, that any Person entitled to indemnification hereunder shall have the
right to select and employ separate counsel and to participate in the defense of
such claim, but the fees and expenses of such counsel shall be at the expense of
such Person unless (A) the indemnifying party has agreed in writing to pay such
fees or expenses, (B) the indemnifying party shall have failed to assume the
defense of such claim within a reasonable time after having received notice of
such claim from the Person entitled to indemnification hereunder and to employ
counsel reasonably satisfactory to such Person, (C) in the reasonable
judgment of any such Person, based upon advice of its counsel, a conflict of
interest exists between such Person and the indemnifying party with respect to
such claims or (D) the indemnified party has reasonably concluded (based on
advice of counsel) that there may be legal defenses available to it or other
indemnified parties that are different from or in addition to those available to
the indemnifying party (in which case, if the Person notifies the indemnifying
party in writing that such Person elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such
Person).  If such defense is not assumed by the indemnifying party,
the indemnifying party will not be subject to any liability for any settlement
made without its consent, but such consent may not be unreasonably withheld;
provided,
however, that an indemnifying party shall not be required to consent to any
settlement involving the imposition of equitable remedies or involving the
imposition of any material obligations on such indemnifying party other than
financial obligations for which such indemnified party will be indemnified
hereunder.  If the indemnifying party assumes the defense, the
indemnifying party shall have the right to settle such action without the
consent of the indemnified party; provided,
however, that the indemnifying party shall be required to obtain such consent
(which consent shall not be unreasonably withheld) if the settlement includes
any admission of wrongdoing on the part of the indemnified party or any
restriction on the indemnified party or its officers or directors.  No
indemnifying party shall consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to each indemnified party of an unconditional release
from all liability in respect to such claim or litigation.  The
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm (together with
one firm of local counsel) at any one time from all such indemnified party or
parties unless (x) the employment of more than one counsel has been authorized
in writing by the indemnifying party or parties (y) a conflict or potential
conflict exists or may exist (based on advice of counsel to an indemnified
party) between such indemnified party and the other indemnified parties or (z)
an indemnified party has reasonably concluded (based on advice of counsel) that
there may be legal defenses available to it that are different from or in
addition to those available to the other indemnified parties,  in each
of which cases the indemnifying party shall be obligated to pay the reasonable
fees and expenses of such additional counsel or counsels.

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (d)           Contribution.  If
for any reason the indemnification provided for in the paragraphs (a) and (b) of
this Section 2.9 is unavailable to an indemnified party or insufficient to hold
it harmless as contemplated by paragraphs (a) and (b) of this Section 2.9, then
the indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such Loss in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and the
indemnified party on the other.  The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the indemnifying party or the
indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission.  Notwithstanding anything in this Section 2.9(d) to the
contrary, no indemnifying party (other than the Issuer) shall be required
pursuant to this Section 2.9(d) to contribute any amount in excess of the amount
by which the net proceeds received by such indemnifying party from the sale of
Registrable Securities in the offering to which the Losses of the indemnified
parties relate exceeds the amount of any damages which such indemnifying party
has otherwise been required to pay by reason of such untrue statement or
omission.  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 2.9(d) were determined by
pro rata allocation or by
any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  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. If indemnification is
available under this Section 2.9, the indemnifying parties shall indemnify each
indemnified party to the full extent provided in Sections 2.9(a) and 2.9(b)
hereof without regard to the relative fault of said indemnifying parties or
indemnified party.

     

    2.10.  Rules 144 and
144A.  The Issuer covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder (or, if the Issuer is not
required to file such reports, it will, upon the request of any holder of
Registrable Securities after the transfer date, make publicly available other
information so long as necessary to permit sales pursuant to Rule 144 or 144A
under the Securities Act, and it will take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 or 144A or Regulation S under the Securities Act, as
such Rules may be amended from time to time, or (ii) any similar rule or
regulation hereafter adopted by the SEC.  Upon the request of any
holder of Registrable Securities, the Issuer will deliver to such holder a
written statement as to whether it has complied with such requirements and, if
not, the specifics thereof.

     

    Section
3. MISCELLANEOUS

     

    3.1.  Term.  This
Agreement shall terminate upon termination of the Stock Purchase Agreement and
if the transactions contemplated by the Stock Purchase Agreement are completed
on the date as of which (A) all of the Registrable Securities have been
sold pursuant to a Registration Statement (but in no event prior to the
applicable period referred to in Section 4(3) of the Securities Act and Rule 174
thereunder) or (B) the holders are permitted to sell their Registrable
Securities under Rule 144 under the Securities Act (or any similar provision
then in force permitting the sale of restricted securities) without limitation
on the amount of securities sold or the manner of sale.  The
provisions of Section 2.9 and Section 2.10 shall survive any termination after
completion of the transactions contemplated by the Stock Purchase
Agreement.

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    3.2.  Injunctive
Relief.  It is hereby agreed and acknowledged that it will be
impossible to measure in money the damages that would be suffered if the parties
fail to comply with any of the obligations herein imposed on them and that in
the event of any such failure, an aggrieved Person will be irreparably damaged
and will not have an adequate remedy at law.  Any such Person shall,
therefore, be entitled (in addition to any other remedy to which it may be
entitled in law or in equity) to injunctive relief, including, without
limitation, specific performance, to enforce such obligations, and if any action
should be brought in equity to enforce any of the provisions of this Agreement,
none of the parties hereto shall raise the defense that there is an adequate
remedy at law.

     

    3.3.  Attorneys’
Fees.  In any action or proceeding brought to enforce any
provision of this Agreement or where any provision hereof is validly asserted as
a defense, the successful party shall, to the extent permitted by applicable
law, be entitled to recover reasonable attorneys’ fees in addition to any other
available remedy.

     

    3.4.  Notices.  All
notices, other communications or documents provided for or permitted to be given
hereunder, shall be made in writing and shall be given either personally by
hand-delivery, by facsimile transmission, by mailing the same in a sealed
envelope, registered first-class mail, postage prepaid, return receipt
requested, or by air courier guaranteeing overnight delivery:

     

    (a)           if
to the Issuer to:

     

    BRIDGE
CAPITAL HOLDINGS.

    55
Almaden Boulevard
San Jose, California 95113

    Attention:
Chief Financial Officer

    Facsimile
No.: (408) 423-8520

     

    with
copies to:

    Bingham
McCutchen LP

    Three
Embarcadero Center

    San
Francisco, California 94111

    Attention:
James M. Rockett

    Facsimile
No.: (415) 393-2286

     

    (b)           if
to the Manager to:

    Carpenter
Fund Manager GP, LLC

    5 Park
Plaza, Suite 950

    Irvine,
California 92614

    Attn:     
Robert E. Sjogren, Secretary

    Voice:  (949)
261-8888

    Facsimile
No.: (949) 261-0880

     

    
      
         


      

      
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    with
copies to:

    Manatt,
Phelps & Phillips, LLP

    695 Town
Center Drive, 14th Floor

    Costa
Mesa, California   92626

    Attn:    
Angelee J. Harris

    Tel:  (714)
338-2720

    Fax: (714) 371-2550

     

    Each
holder, by written notice given to the Issuer in accordance with this Section
3.4 may change the address to which notices, other communications or documents
are to be sent to such holder.  All notices, other communications or
documents shall be deemed to have been duly given: (i) at the time delivered by
hand, if personally delivered; (ii) when receipt is acknowledged in writing by
addressee, if by facsimile transmission; (iii) five business days after having
been deposited in the mail, postage prepaid, if mailed by first class mail; and
(iv) on the first business day with respect to which a reputable air courier
guarantees delivery; provided, however, that
notices of a change of address shall be effective only upon
receipt.

     

    3.5.  Successors, Assigns and
Transferees.

     

    (a)           The
registration rights of any holder under this Agreement with respect to any
Registrable Securities may be transferred and assigned, provided, however, that no such
assignment shall be binding upon or obligate the Issuer to any such assignee
unless and until the Issuer shall have received notice of such assignment as
herein provided and a written agreement of the assignee to be bound by the
provisions of this Agreement.  Any transfer or assignment made other
than as provided in the first sentence of this Section 3.5 shall be null and
void.

     

    (b)           This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, and their respective successors and permitted assigns.

     

    3.6.
Governing Law; Service
of Process; Consent to Jurisdiction.

     

    (a)           THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN THE
STATE.

     

    (b)           To
the fullest extent permitted by applicable law, each party hereto (i) agrees
that any claim, action or proceeding by such party seeking any relief whatsoever
arising out of, or in connection with, this Agreement or the transactions
contemplated hereby shall be brought only in the United States District Court
for the Northern District of California and in any California State court
located in the City of San Jose or San Francisco and not in any other State or
Federal court in the United States of America or any court in any other country,
(ii) agrees to submit to the exclusive jurisdiction of such courts located in
the State of California for purposes of all legal proceedings arising out of, or
in connection with, this Agreement or the transactions contemplated hereby and
(iii) irrevocably waives any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an
inconvenient forum.

     

    
      
         


      

      
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    3.7.  Headings.  The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

     

    3.8.  Severability.  Whenever
possible, each provision or portion of any provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law but
if any provision or portion of any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained therein.

     

    3.9.  Amendment;
Waiver.

     

    (a)           This
Agreement may not be amended or modified and waivers and consents to departures
from the provisions hereof may not be given, except by an instrument or
instruments in writing making specific reference to this Agreement and signed by
the Issuer, the holders of a majority of Registrable Securities of each class
then outstanding.  Each holder of any Registrable Securities at the
time or thereafter outstanding shall be bound by any amendment, modification,
waiver or consent authorized by this Section 3.9(a), whether or not such
Registrable Securities shall have been marked accordingly.

     

    (b)           The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a further or continuing waiver of such breach or
as a waiver of any other or subsequent breach. Except as otherwise expressly
provided herein, no failure on the part of any party to exercise, and no delay
in exercising, any right, power or remedy hereunder, or otherwise available in
respect hereof at law or in equity, shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power or remedy by such party
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.

     

    3.10.  Counterparts.  This
Agreement may be executed in any number of separate 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 together shall constitute one and the
same agreement.

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    


     IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed as of the date first written above.

     

    
      
        
          
            	 
      	
                    BRIDGE
      CAPITAL HOLDINGS

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Daniel
      P. Meyers, President and CEO

                  
	 
      	 
      
	 
      	
                    CARPENTER
      FUND MANAGER GP, LLC

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    James
      B. Jones, Managing
Member

                  


          

        

      

    

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    Amended
Exhibit F

     

    Voting
Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    December
__, 2008

    


    Carpenter
Fund Manager GP, LLC

    5 Park
Plaza, Suite 950

    Irvine,
CA  92614

    


    Ladies
and Gentlemen:

    


    We
understand that Carpenter Fund Manager GP, LLC (the “Manager”) on behalf of and
as General Partner of each of the following investment-related limited
partnerships: Carpenter Community BancFund, L.P.; Carpenter Community
BancFund-A, L.P.; and Carpenter Community BancFund-CA, L.P. (collectively, the
“Investors”),
and Bridge Capital Holdings (the “Company”) intend to enter into a Stock
Purchase Agreement (the “Stock Purchase Agreement”) providing for the purchase
by the Investors of $30,000,000 of Series B Mandatorily Convertible Preferred
Stock of the Company (“Series B Preferred
Stock”) and Series B-1 Mandatorily Convertible Preferred Stock of the
Company (“Series B-1
Preferred Stock”)(the “Investment”).  The
Series B Preferred Stock and the Series B-1 Preferred Stock is convertible into
Common Stock of the Company (“Common Stock” or the
“Conversion
Shares”).

    


    The
undersigned is a shareholder of the Company and is entering into this letter
agreement to induce the Manager to enter into the Stock Purchase Agreement and
consummate the proposed transactions.

    


    The
undersigned confirms its agreement with you as follows:

    


    1.           The
undersigned represents, warrants and agrees that Schedule I attached hereto sets
forth the shares of the Company's capital stock of which the undersigned is the
record or beneficial owner and that the undersigned is on the date hereof the
lawful owner of the number of shares set forth therein, free and clear of all
voting agreements and commitments of any kind and free and clear of all liens
and encumbrances except as set forth in Schedule I.  Except as set
forth in Schedule I, the undersigned does not own or hold any rights to acquire
any additional shares of the Company's capital stock (by exercise of stock
options, warrants or otherwise) or any interest therein or any voting rights
with respect to any additional shares.

    


    2.           The
undersigned agrees that all shares of the Company's capital stock beneficially
owned by the undersigned for which it has voting rights at the record date for
any meeting of shareholders of the Company called to consider and vote on the
Investment and the Conversion Shares will be voted by the undersigned in favor
of (A) the approval of the springing voting rights of the Preferred Stock and
the authorization and issuance of the Conversion Shares issuable upon conversion
of the Preferred Stock for purposes of Rule 4350 of the NASDAQ Listed Company
Manual, (B) any increase in the size of the Board of Directors as required by
Section 6.2 of the Stock Purchase Agreement, and (B) any other proposals
necessary to permit the Company to issue the Preferred Stock and the Conversion
Shares.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Nothing
contained herein is intended to prevent the undersigned from performing his or
her duties as officer or director in exercising the Company’s rights or
performing the Company’s obligations under the Stock Purchase
Agreement.

    


    Please
confirm that the foregoing correctly states the understanding between us by
signing and returning to us a counterpart hereof.

     

    
      
        
          
            	 
      	
                    Very
      truly yours,

                  
	 	 
	 
      	 
      	 
      
	 
      	
                    [Name]

                  


          

        

      

    

    


    Confirmed:
December __, 2008

    


    Carpenter
Fund Manager GP, LLC

     

    
      
        
          
            	
                    By:

                  	 
      	 
      
	 
      	
                    Its: