0001193125-11-236804 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 30th, 2011 • Pacific Mercantile Bancorp • National commercial banks • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 26th day of August, 2011 by and among PACIFIC MERCANTILE BANCORP, a California corporation (the “Company”), and the Persons named on Exhibit A hereto (hereinafter, the “Investors”). The Company and the Investors may be referred to herein, collectively, as the “Parties” and individually as a “Party.”

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 30th, 2011 • Pacific Mercantile Bancorp • National commercial banks • California

This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2011, is made by and among pacific mercantile bancorp, a California corporation (the “Company”), and Carpenter Community Bancfund, L.P. and Carpenter Community Bancfund-A, L.P. (collectively, the “Investor”). The Company and the Investor shall sometimes be referred to herein, collectively, as the “Parties” and individually as a “Party”.

PACIFIC MERCANTILE BANCORP COMMON STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 26, 2011
Common Stock Purchase Agreement • August 30th, 2011 • Pacific Mercantile Bancorp • National commercial banks • California

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of August 26, 2011 among PACIFIC MERCANTILE BANCORP, a California corporation (the “Company”), and the the Carpenter Funds (as defined below) (each, a “Purchaser” and collectively, the “Purchasers”). The Purchasers and the Company are collectively referred to herein as the “Parties” and each may be individually referred to herein as a “Party.” Certain terms with initial capital letters in this Agreement are defined in Article I hereof.

PACIFIC MERCANTILE BANCORP STOCK PURCHASE AGREEMENT SERIES B CONVERTIBLE 8.4% NONCUMULATIVE PREFERRED STOCK DATED AS OF AUGUST 26, 2011
Stock Purchase Agreement • August 30th, 2011 • Pacific Mercantile Bancorp • National commercial banks • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of August 26, 2011 among PACIFIC MERCANTILE BANCORP, a California corporation (the “Company”), and the purchasers identified on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”). The Purchasers and the Company are collectively referred to herein as the “Parties” and each may be individually referred to herein as a “Party.” Certain terms with initial capital letters in this Agreement are defined in Article I hereof.

PACIFIC MERCANTILE BANCORP ADDITIONAL SERIES B STOCK PURCHASE AGREEMENT SERIES B CONVERTIBLE 8.4% NONCUMULATIVE PREFERRED STOCK DATED AS OF AUGUST 26, 2011
Stock Purchase Agreement • August 30th, 2011 • Pacific Mercantile Bancorp • National commercial banks • New York

THIS ADDITIONAL SERIES B STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of August 26, 2011 among PACIFIC MERCANTILE BANCORP, a California corporation (the “Company”), and the purchasers identified on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”). The Purchasers and the Company are collectively referred to herein as the “Parties” and each may be individually referred to herein as a “Party.” Certain terms with initial capital letters in this Agreement are defined in Article I hereof.

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 30th, 2011 • Pacific Mercantile Bancorp • National commercial banks • New York

This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2011, is made by and among PACIFIC MERCANTILE BANCORP, a California corporation (the “Company”), and SBAV LP, a Delaware limited partnership (the “Investor”). The Company and the Investor shall sometimes be referred to herein, collectively, as the “Parties” and individually as a “Party”.

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