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Heritage Commerce Corp (the "Company") has entered into an amendment to its existing lease arrangement for its principal offices located at 150 Almaden Boulevard effective May 1, 2005. The Company leases these premises pursuant to a "gross" sublease with a non-affiliated third party that extends to February 28, 2010 (the "Sublease"). The Company had reserved the right to terminate the lease in 2006 subject to certain terms and conditions for early termination. The Company has now agreed to continue to lease the premises until the 2010 expiration date for a modest reduction in monthly rent and certain concessions in operating expenses associated with the maintenance of the property. Under the amendment, the monthly rent at 150 Almaden Boulevard will be as follows: (i) $25,671 for the primary area at the Company consisting of approximately 13,511 square feet; (ii) $4,132 for approximately 2,175 square feet of office space on the second floor; and (iii) $12,789 for approximately 6,731 square feet of office space on the second floor. The monthly rent is "gross" (inclusive of all costs and expenses, including but not limited to utilities, taxes, insurance common area expenses, building operating expenses). The amendment to the Sublease required the consent of the landlord of the sublessor which consent was delivered to the Company on June 16, 2005.

(C) Exhibits