Exhibit 10.4
December 5, 2008
United States Department of the
Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
Manhattan Bancorp
2141 Rosecrans Avenue,
Suite 1160
El Segundo, CA 90245
Ladies and Gentlemen:
Reference is made to that certain
Letter Agreement incorporating the Securities Purchase Agreement
– Standard Terms dated of even date herewith (the “
Securities Purchase Agreement ”) by and among United
States Department of Treasury (“ Investor ”) and
Manhattan Bancorp (“ Company ”). Investor
and Company desire to set forth herein certain additional
agreements regarding Company’s commitment to the holder of
the Preferred Shares after the closing of the transactions
contemplated by the Securities Purchase Agreement. Terms that
are defined in the Securities Purchase Agreement are used in this
letter agreement as so defined.
In order to comply with California
Corporations Code §212(a), the Company has modified section
7(b) of the Standard Provisions of the Certificate of
Designations attached as Exhibit A to the Securities
Purchase Agreement (the “ Certificate of Designations
”) to provide in pertinent part as follows:
“Whenever, at any time or
times, dividends payable on the shares of Designated Preferred
Stock have not been paid for an aggregate of six quarterly Dividend
Periods or more, whether or not consecutive, the holders of the
Designated Preferred Stock shall have the right, with holders of
shares of any one or more other classes or series of Voting Parity
Stock outstanding at the time, voting together as a class, to elect
two directors…”
By its execution hereof, the Company
hereby confirms and agrees that as of the date hereof and at all
times while any shares of the Designated Preferred Stock are
outstanding it shall maintain a range of directors of the Company
that will permit the holder of the Preferred Shares to elect two
directors in accordance with said section 7(b). Currently
Article IV, Section 4.1 (the “ Applicable
Provision”) of the Company’s bylaws (the “
Bylaws ”) provides for a range of directors of no less
than seven (7) and no more than thirteen (13). At all
times while any shares of the Designated Preferred Stock are
outstanding, the Company shall not fill more than eleven (11)
director positions. In the event the Company desires to
increase the number of directors
