Exhibit 9
April 20, 2006
Cascade Bancorp
0000 XX Xxxx Xxxxxx
P.O. Box 369
Bend, Oregon 97709
Re: Transfer of Shares to Xxxxxx X. Xxxxx, Xxxxxxxx Xxxxx and Xxxx Xxxxxxx
and Xxxxx X. Xxxxxxx
Reference is made to the Shareholders Agreement, dated as of December 27,
2005, by and among Cascade Bancorp (the "Company"), myself and each person
listed on Schedule A thereto (the "Shareholders Agreement").
Immediately or shortly following the effective time of the Merger (as such
term is defined in the Shareholders Agreement), I intend to transfer by way of
an outright gift and without receipt of any payment of consideration in exchange
therefor 35,000 Shares (as such term is defined in the Shareholders Agreement)
as follows: (i) 20,000 Shares to Xxxxxx X. Xxxxx, (ii) 10,000 Shares to Xxxxxxxx
Xxxxx and (iii) 5,000 Shares to Xxxx Xxxxxxx and Xxxxx X. Xxxxxxx, jointly (each
of (i), (ii) and (iii), a "Transfer", and collectively, the "Transfers"). To my
knowledge, after giving effect to the Transfers as outlined above, neither
Xxxxxx X. Xxxxx, Xxxxxxxx Xxxxx, Xxxx Xxxxxxx nor Xxxxx X. Xxxxxxx will own five
percent (5%) or more of the Total Outstanding Common Stock (as such term is
defined in the Shareholders Agreement). I hereby request, pursuant to Section
2.03(i) of the Shareholders Agreement, that the Company consent to each
Transfer. If the Company so consents, I understand that upon receipt of their
respective Shares, none of Xxxxxx X. Xxxxx, Xxxxxxxx Xxxxx, Xxxx Xxxxxxx or
Xxxxx X. Xxxxxxx will be a party to the Shareholders Agreement, and none of the
Shares held by any or all of them will be subject to the Shareholders Agreement;
provided, that each such person will be entitled to sell such person's Shares
pursuant to an effective registration statement filed in connection with Section
4 of the Shareholders Agreement (subject to the restrictions set forth in each
such person's Investor Representation Letter, dated the date hereof); provided,
further, that none of such persons shall be entitled to make any demand or
request to the Company to file or withdraw a registration statement pursuant to
Section 4 of the Shareholders Agreement.
/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Accepted and agreed to as of the date first written above:
CASCADE BANCORP
By /s/ Xxxxxxxx X. Xxxx
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Name: Xxxxxxxx X. Xxxx
Title: President
