Exhibit
10.5

    


    FORM OF
DIRECTOR’S 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: 

                	     
        


        

      

    

    


    
      
         

      

      
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