[PROPOSED] order: (1) DIRECTING ISSUANCE OF PACIFIC MERCANTILE BANCORP STOCK TO THE RECEIVER AND AUTHORIZING RECEIVER TO SELL STOCK; AND (2) GRANTING RELIEF FROM LOCAL RULE 66-5 PERTAINING TO NOTICE TO CREDITORS

MIRANDA M. DU, District Judge.

The matter of the Motion for Order: (1) Directing Issuance of Pacific Mercantile Bancorp Stock to the Receiver and Authorizing Receiver to Sell Stock; and (2) Granting Relief from Local Rule 66-5 Pertaining to Notice to Creditors ("Motion") filed by that Robb Evans of Robb Evans & Associates LLC ("Receiver"), the Receiver pursuant to the Court's Preliminary Injunction Order issued February 10, 2011, came on regularly for determination by the Court, the Honorable Miranda M. Du, United States District Judge presiding. The Court, having read and considered the Motion and all supporting pleadings, and opposition or response to the Motion, if any, and good cause appearing therefor,

IT IS ORDERED that:

A. Pacific Mercantile Bancorp ("PMB") is hereby directed to forthwith issue the shares of common stock being held for the benefit of Jeremy Johnson ("Johnson"), based on the 5,000 Preferred Class A shares held by Johnson as of the commencement of the receivership that have been converted to common stock (the "PMB Shares"), estimated to be 79,739 shares, with the PMB Shares to be registered on the books of PMB and issued in the name of "Robb Evans of Robb Evans & Associates LLC as Receiver for I Works, Inc., the other Corporate Defendants, their subsidiaries, affiliates, successors and assigns, and over the assets of Jeremy Johnson" and transferred to the Receiver for disposition as set forth herein, and to take the foregoing actions without requirement of a lost certificate bond or other form of security as Johnson has not tendered the Preferred Class A share certificate to the Receiver;

B. The Receiver is hereby authorized to liquidate the PMB Shares, after they are transferred to the Receiver on behalf of the receivership estate, in a commercially reasonable manner on the NASDAQ stock exchange where such shares are publicly traded at such times, in such amounts and in such manner as the Receiver may deem reasonable and appropriate in its discretion and business judgment;

C. The Receiver is hereby authorized to execute all documents and instruments necessary or convenient to complete, implement, and effectuate the transfer of the PMB Shares to the Receiver on behalf of the estate and to liquidate the PMB Shares for the benefit of the estate;

D. The Receiver is hereby authorized to permit and/or cause to be paid in connection with the liquidation of the PMB Shares all reasonable and necessary brokerage fees, brokerage commissions and related sales expenses to effectuate and complete the liquidation of the PMB shares in a commercially reasonable manner, as determined in the discretion and business judgment of the Receiver; and

E. Notice of the Motion is deemed to be sufficient under Local Civil Rule 66-5 based on the service of a notice of the filing of the Motion and the Motion on all parties and service of the notice of the filing of the Motion on all known non-consumer creditors of the estate and on all known taxing authorities with a potential claim in the receivership estate concurrent with the filing of the Motion with the Court.