ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 6, 2009, Heritage Bank of Commerce, a wholly owned subsidiary of Heritage Commerce Corp, entered into a purchase and assumption agreement with Wachovia Bank, N.A., a subsidiary of Wells Fargo & Company, pursuant to which Heritage Bank of Commerce has agreed to purchase certain assets and assume deposit liabilities of two Wachovia Bank, N.A., branches - one in Santa Cruz and one in Monterey, California. As of December 31, 2008, the deposits at the branches were approximately $463 million. No loans will be purchased as part of the agreement. Heritage will pay Wachovia a premium of 0.25% on the core deposits transferred and $2.2 million cash for real estate and other assets acquired at closing. The Monterey branch facility is leased, while the Santa Cruz branch facility results in the transfer of real estate to Heritage Bank of Commerce. Closing of the transaction is subject to bank regulatory approval and customary closing conditions and is expected to occur during the third quarter of 2009.

A copy of the Purchase and Assumption Agreement dated as of April 6, 2009 between Wachovia Bank, N.A. and Heritage Bank of Commerce is attached as Exhibit 10.1.

A copy of the press release entitled "Heritage Bank of Commerce to Acquire Branches in Santa Cruz and Monterey," is attached as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1 Purchase and Assumption Agreement dated as of April 6, 2009 between Wachovia Bank, N.A. and Heritage Bank of Commerce

99.1 Press Release, dated April 6, 2009, entitled "Heritage Bank of Commerce to Acquire Branches in Santa Cruz and Monterey"

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