0001193125-12-092843 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 2nd, 2012 • Pacific Mercantile Bancorp • National commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of this 28th day of February, 2012 by and among PACIFIC MERCANTILE BANCORP, a California corporation (the “Company”), and CARPENTER COMMUNITY BANCFUND, L.P. AND CARPENTER COMMUNITY BANCFUND-A, L.P. (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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AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 2nd, 2012 • Pacific Mercantile Bancorp • National commercial banks • California

This AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of February 28, 2012, 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 AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT DATED AS OF FEBRUARY 28, 2012
Common Stock Purchase Agreement • March 2nd, 2012 • Pacific Mercantile Bancorp • National commercial banks • California

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of February 28, 2012 among PACIFIC MERCANTILE BANCORP, a California corporation (the “Company”), and 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.

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