FORM OF DIRECTOR’S VOTING AGREEMENTDirector’s Voting Agreement • December 19th, 2008 • Bridge Capital Holdings • National commercial banks
We understand that Carpenter Fund Manager GP, LLC (the “Manager”) on behalf of and as General Partner of each of the following investment-related limited partnerships: Carpenter Community BancFund, L.P.; Carpenter Community BancFund-A, L.P.; and Carpenter Community BancFund-CA, L.P. (collectively, the “Investors”), and Bridge Capital Holdings (the “Company”) intend to enter into a Stock Purchase Agreement (the “Stock Purchase Agreement”) providing for the purchase by the Investors of $30,000,000 of Series B Mandatorily Convertible Preferred Stock of the Company (“Series B Preferred Stock”) and Series B-1 Mandatorily Convertible Preferred Stock of the Company (“Series B-1 Preferred Stock”)(the “Investment”). The Series B Preferred Stock and the Series B-1 Preferred Stock is convertible into Common Stock of the Company (“Common Stock” or the “Conversion Shares”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT BETWEEN BRIDGE CAPITAL HOLDINGS AND CARPENTER FUND MANAGER GP, LLC AS GENERAL PARTNER OF EACH OF THE FOLLOWING INVESTMENT-RELATED LIMITED PARTNERSHIPS: CARPENTER COMMUNITY BANCFUND, L.P. CARPENTER COMMUNITY...Stock Purchase Agreement • December 19th, 2008 • Bridge Capital Holdings • National commercial banks • California
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”).
Bridge Capital Holdings Letterhead] December 17, 2008Management Rights Agreement • December 19th, 2008 • Bridge Capital Holdings • National commercial banks
This letter will confirm our agreement that pursuant to and effective as your purchase of 300,000 shares of convertible preferred stock of Bridge Capital Holdings (the “Company”), Carpenter Fund Manager GP, LLC (“Carpenter”), acting on behalf of each of the Carpenter Community BancFund, L.P., Carpenter Community BancFund-A, L.P., and the Carpenter Community BancFund-CA, L.P. (collectively, the “Investors”), shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights and other rights specifically provided to all investors in the current financing if Carpenter is not represented on the Company’s Board of Directors in its capacity as general partner of the Investors:
REGISTRATION RIGHTS AGREEMENT among BRIDGE CAPITAL HOLDINGS and THE HOLDERS NAMED HEREINRegistration Rights Agreement • December 19th, 2008 • Bridge Capital Holdings • National commercial banks • California
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”).
