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Exhibit
10.5
FORM OF DIRECTOR’S VOTING
AGREEMENT
December __,
2008
Carpenter Fund
Manager GP, LLC
5 Park Plaza,
Suite 950
Irvine,
CA 92614
Ladies and
Gentlemen:
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 ”).
The undersigned is a shareholder of the Company
and is entering into this letter agreement to induce the Manager to
enter into the Stock Purchase Agreement and consummate the proposed
transactions.
The undersigned confirms its agreement with you
as follows:
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