0001109546-15-000037 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • August 31st, 2015 • Pacific Mercantile Bancorp • National commercial banks • California

THIS EXCHANGE AGREEMENT, dated as of August 28, 2015 (this “Agreement”), is entered into by and among Pacific Mercantile Bancorp, a California corporation (the “Company”), and the security holders of the Company identified on Exhibit A (each, a “Holder” and, collectively, the “Holders”). The Holders and the Company are collectively referred to herein as the “Parties” and each may be individually referred to as a “Party.”

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 31st, 2015 • Pacific Mercantile Bancorp • National commercial banks • California

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 28th day of August, 2015 by and among PACIFIC MERCANTILE BANCORP, a California corporation (the “Company”), and the Persons named on Exhibit A hereto (hereinafter, the “Holders”). Capitalized terms used herein shall have the meanings set forth in Section 1 below.

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