EXECUTION
COPY

     

    Exhibit
10.4

     

    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

                                                                	 
      	
                                                                  15

                                                                
	 	 	 	 	 
	
                                                                  2.9.

                                                                	 
      	
                                                                  Indemnification

                                                                	 
      	
                                                                  15

                                                                
	 	 	 	 	 
	
                                                                  2.10.

                                                                	 
      	
                                                                  Rules
      144 and 144A

                                                                	 
      	
                                                                  18

                                                                
	 	 	 	 	 
	
                                                                  Section
      3.

                                                                	 
      	
                                                                  MISCELLANEOUS

                                                                	 
      	
                                                                  18

                                                                
	 	 	 	 	 
	
                                                                  3.1.

                                                                	 
      	
                                                                  Term

                                                                	 
      	
                                                                  18

                                                                
	 	 	 	 	 
	
                                                                  3.2.

                                                                	 
      	
                                                                  Injunctive
      Relief

                                                                	 
      	
                                                                  18

                                                                
	 	 	 	 	 
	
                                                                  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

                                                                	 
      	
                                                                  20

                                                                
	 	 	 	 	 
	
                                                                  3.8.

                                                                	 
      	
                                                                  Severability

                                                                	 
      	
                                                                  20

                                                                
	 	 	 	 	 
	
                                                                  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.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (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.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (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

     

    (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.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    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.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    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;


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (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.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    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.

     

    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.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    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

     

    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


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    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.

     

    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.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    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:

                	
                           
      /s/ Daniel P. Myers

                
	 
      	
                  Daniel
      P. Meyers, President and CEO

                
	 
      	 
      
	
                  CARPENTER
      FUND MANAGER GP, LLC

                
	 
      
	
                  By:

                	
                           
      /s/ James B. Jones

                
	 
      	
                  James
      B. Jones, Managing
Member

                


        

      

    


    
      
         


      

      
        22