SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Metropolitan Bank Holding Corp.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

591774104

(CUSIP Number)

Bradley E. Maneely

Chief Financial Officer

Chief Compliance Officer

The Endicott Group

570 Lexington Avenue, 37^th Floor

New York, NY 10022

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 8, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 11 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 591774104 SCHEDULE 13D Page 2 of 11 Pages

1	NAME OF REPORTING PERSON Endicott Opportunity Partners IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 641,650 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 641,650 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 641,650 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.83%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 591774104 SCHEDULE 13D Page 3 of 11 Pages

1	NAME OF REPORTING PERSON Endicott Management Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 641,650 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 641,650 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 641,650 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.83%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 591774104 SCHEDULE 13D Page 4 of 11 Pages

1	NAME OF REPORTING PERSON W.R. Endicott IV, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 641,650 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 641,650 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 641,650 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.83%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 591774104 SCHEDULE 13D Page 5 of 11 Pages

1	NAME OF REPORTING PERSON Wayne K. Goldstein (in the capacity described herein)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 641,650 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 641,650 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 641,650 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.83%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 591774104 SCHEDULE 13D Page 6 of 11 Pages

1	NAME OF REPORTING PERSON Robert I. Usdan (in the capacity described herein)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 641,650 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 641,650 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 641,650 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.83%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 591774104 SCHEDULE 13D Page 7 of 11 Pages

Item 1.	SECURITY AND ISSUER
	This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of voting common stock, par value $0.01 per share, (the “Common Stock”), of Metropolitan Bank Holding Corp., a New York corporation (the “Issuer”). The Issuer’s principal executive offices are located at 99 Park Avenue, New York, New York 10016.
Item 2.	IDENTITY AND BACKGROUND
(a)	This statement is filed by:
	(i) Endicott Opportunity Partners IV, L.P., a Delaware limited partnership (“EOP IV”), with respect to the shares of Common Stock directly owned by EOP IV;
	(ii) Endicott Management Company, a Delaware S-Corporation (“EMC”) and investment manager to EOP IV, with respect to the shares of Common Stock directly owned by EOP IV;
	(iii) W.R. Endicott IV, L.L.C. a Delaware limited liability company (“WR IV LLC”) and general partner of EOP IV, with respect to the shares of Common Stock directly owned by EOP IV;
	(iv) Wayne K. Goldstein (“Mr. Goldstein”), who serves as a Co-President and a director of EMC and a managing member of WR IV LLC, with respect to the shares of Common Stock directly owned by EOP IV; and
	(v) Robert I. Usdan (“Mr. Usdan”), who serves as a Co-President and a director of EMC and a managing member of WR IV LLC, with respect to the shares of Common Stock directly owned by EOP IV.
	The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
	The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
(b)	The address of the business office of each of the Reporting Persons is 570 Lexington Avenue, 37th Floor, New York, NY 10022.
(c)	The principal business of each of the Reporting Persons is investment and/or investment management.
(d) & (e)	During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 591774104 SCHEDULE 13D Page 8 of 11 Pages

(f)	EOP IV is a Delaware limited partnership. WR IV LLC is a Delaware limited liability company. EMC is a Delaware S-Corporation. Each of Mr. Goldstein and Mr. Usdan is a United States citizen.
Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	A total of $16,274,650 for the purchase of the Common Stock reported herein were derived from the working capital of EOP IV. In addition, the Reporting Persons used margin borrowings made in the ordinary course of business for the purchase of the Common Stock reported herein. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.
Item 4.	PURPOSE OF TRANSACTION
	The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes in the ordinary course of business. The Reporting Persons acquired such shares of Common Stock because they believed that the shares of Common Stock reported herein, when purchased, represented an attractive investment opportunity.
	On June 21, 2016, EOP IV and the Issuer entered into a letter agreement (the "Investor Rights Letter Agreement") outlining certain rights of EOP IV as an investor in the securities of the Issuer, subject to certain ownership requirements, including the right to (i) designate Mr. Goldstein, Mr. Usdan or J. Michael Gibbons, an employee of EMC, to be invited to all meetings of the board of directors of the Issuer (the “Board”) in a non-voting observer status, subject to such representative entering into a confidentiality agreement with the Issuer as well as such representative’s attendance at any meeting being in compliance with the Board’s legal, regulatory and/or fiduciary restrictions or limitations; (ii) relinquish the observer right by designating Mr. Goldstein or Mr. Usdan to become a member of the Board, subject to approval of the Board, which approval shall not be unreasonably withheld; and (iii) receive certain periodic financial information regarding the Issuer. Mr. Usdan is currently a member of the Board.
	In addition, on June 21, 2016, EOP IV and the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Issuer granted to EOP IV certain: (i) demand registration rights at any time after June 21, 2019 with respect to the shares of Common Stock purchased from the Issuer, the Issuer's Series F non-voting preferred stock, par value $0.01 per share, (the "Series F Non-Voting Preferred Stock") purchased from the Issuer and the shares of Common Stock underlying such Series F Non-Voting Preferred Stock (collectively, the "Registrable Securities") while EOP IV and its affiliates maintain certain ownership threshold in the Issuer's securities and (ii) customary piggyback registration right with respect to the Registrable Securities.

CUSIP No. 591774104 SCHEDULE 13D Page 9 of 11 Pages

	The Reporting Persons intend to review their investments in the Issuer on a continuing basis and, subject to any applicable terms of the Investor Rights Letter Agreement or Registration Rights Agreement, the Reporting Persons may, from time to time and at any time, purchase additional securities of the Issuer, sell securities of the Issuer, enter into financial instruments or other agreements relating to their investment, engage in hedging or similar transactions with respect to such holdings and/or otherwise change their intention with respect to any and all matters referred to herein.
	Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
	The foregoing descriptions of the Investor Rights Letter Agreement and Registration Rights Agreement are qualified in their entirety by reference to the full text of the Investor Rights Letter Agreement and Registration Rights Agreement, which are referenced as Exhibits 2 and 3 hereto, respectively.
Item 5.	INTEREST IN SECURITIES OF THE ISSUER
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by each of the Reporting Persons. The percentages reported in this Schedule 13D are calculated based upon the 8,198,012 shares of Common Stock reported to be outstanding in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission (the "SEC") on November 8, 2017 2017 after giving effect to the completion of the offering (the "IPO") and the full exercise of the underwriters’ over-allotment option, as described therein and in the Issuer’s Current Report on Form 8-K filed with the SEC on November 13, 2017.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	EOP IV purchased 200,000 shares of Common Stock at $35 per shares in the IPO. Except as disclosed in the immediately preceding sentence, there have been no transactions with respect to the shares of Common Stock during the sixty days prior to the date of this Schedule 13D by any of the Reporting Persons.
(d)	Not applicable.
(e)	Not applicable.

CUSIP No. 591774104 SCHEDULE 13D Page 10 of 11 Pages

Item 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
	The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.
	The Reporting Persons also hold 272,636 shares of Series F Non-Voting Preferred Stock.
	Except as otherwise described herein or in Item 4 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the person enumerated in Item 2 and any other person with respect to any securities of the Issuer.
Item 7.	MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1	Exhibit 1: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.
Exhibit 2	Exhibit 2: Investor Rights Letter Agreement dated June 21, 2016
Exhibit 3	Exhibit 3: Registration Rights Agreement dated June 21, 2016 (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on October 4, 2017)

CUSIP No. 591774104 SCHEDULE 13D Page 11 of 11 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 20, 2017

ENDICOTT OPPORTUNITY PARTNERS IV, L.P.

By: W.R. Endicott IV, L.L.C., its general partner

/s/ Wayne K. Goldstein

Name: Wayne K. Goldstein

Title: Managing Member

W.R. ENDICOTT IV, L.L.C.

/s/ Wayne K. Goldstein

Name: Wayne K. Goldstein

Title: Managing Member

ENDICOTT MANAGEMENT COMPANY

/s/ Wayne K. Goldstein

Name: Wayne K. Goldstein

Title: Authorized Signatory

/s/ Wayne K. Goldstein

WAYNE K. GOLDSTEIN

/s/ Robert I. Usdan

ROBERT I. USDAN

EX-99

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: November 20, 2017

ENDICOTT OPPORTUNITY PARTNERS IV, L.P.

By: W.R. Endicott IV, L.L.C., its general partner

/s/ Wayne K. Goldstein

Name: Wayne K. Goldstein

Title: Managing Member

W.R. ENDICOTT IV, L.L.C.

/s/ Wayne K. Goldstein

Name: Wayne K. Goldstein

Title: Managing Member

ENDICOTT MANAGEMENT COMPANY

/s/ Wayne K. Goldstein

Name: Wayne K. Goldstein

Title: Authorized Signatory

/s/ Wayne K. Goldstein

WAYNE K. GOLDSTEIN

/s/ Robert I. Usdan

ROBERT I. USDAN

EX-99

EXHIBIT 2

METROPOLITAN BANK HOLDING CORP.

99 Park Avenue, 4th Floor

New York, NY 10016

June 21, 2016

Endicott Opportunity Partners IV, L.P.

570 Lexington Avenue, 37th Floor

New York, NY 10022

Re: Investor Rights

Ladies and Gentlemen:

This letter will confirm our agreement that pursuant to and effective as of your purchase of capital stock of Metropolitan Bank Holding Corp. (the “Company”), a New York corporation and parent company of Metropolitan Commercial Bank (the “Bank”), Endicott Opportunity Partners IV, L.P., a Delaware limited partnership (the “Investor”), shall be entitled to the following contractual rights, in addition to any other rights specifically provided to the Investor pursuant to that certain Subscription Agreement dated as of June 21, 2016 by and between the Company and the Investor (the “Subscription Agreement”), including any amendments or supplements thereto, and such other agreements, instruments and certificates delivered in connection therewith (collectively, the “Subscription Documents”):

1.       Right to Designate Board Member. If requested by the Investor, and, if so, for as long as the Investor and its Affiliates (as defined in the Subscription Agreement) beneficially own in the aggregate at least 50.0% of the Company’s common stock the Investor acquired pursuant to the Subscription Agreement, and subject to any required approvals or non-objections of the Board of Governors of the Federal Reserve System (whether acting directly or through the Federal Reserve Bank of New York in such reserve bank’s regulatory capacity), the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the New York State Department of Financial Services, and/or any other regulatory body having jurisdiction over the Company or the Bank (collectively, the “Regulators”), as well as the approval of the Board of Directors of the Company (the “Board”) and the Board of Directors of the Bank (the “Bank Board”), as applicable, which approvals shall not be unreasonably withheld, conditioned or delayed, the Investor shall be entitled to only appoint either Wayne Goldstein or Rob Usdan as the Investor’s nominee to be elected to serve on the Board and the Bank Board. The Company agrees to cause the Investor’s nominee to be nominated to serve as a director on the Board and the Bank Board, and to take all other necessary actions (including calling a special meeting of the Board, Bank Board and/or shareholders of the Company and/or the Bank, as applicable) to ensure that the composition of the Board and Bank Board is as set forth in this paragraph 1. Without limiting the generality of the foregoing, the Company shall solicit proxies for the Investor’s nominee in the same manner as it does for the Company’s other nominees. If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board or Bank Board caused by the death, disability, retirement, resignation or removal of the Investor’s nominee, then the Investor shall have the exclusive right to designate another individual to fill such vacancy and serve as a director of the Board and Bank Board, provided, however, that such individual is either Wayne Goldstein or Robert Usdan. The Board and Bank Board will use its reasonable best efforts to take all action required to fill the vacancy(ies) resulting therefrom with such person (including such

person, subject to applicable law, being the Company’s and the Nominating Committee’s nominee to serve on the Board and Bank Board, using all commercially reasonable efforts to have such person elected as director of the Company and the Bank, and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board and Bank Board). Any director nominated by the Investor pursuant to this paragraph I shall be entitled to indemnification rights in his capacity as a member of the Board and Bank Board that are no less than the rights provided by the Company and the Bank to any other member of the Board and/or Bank Board. The Board and Bank Board representatives of the Investor shall receive compensation from the Company and the Bank equal in form and value to compensation paid to other Board and Bank Board members generally (such compensation to be paid as directed by the Investor), it being understood that certain Board and Bank Board members may receive different compensation for services as chairman, lead director or a committee chairman. To facilitate the in-person attendance of the representative of the Investor (as a member of the Board and Bank Board pursuant to this paragraph 1 or as an observer pursuant to paragraph 2 below) of meetings of the Board, Bank Board or any committee thereof, the Company and the Bank (as applicable) shall reimburse the Investor for all reasonable travel expenses of such representative promptly upon receiving documentation thereof reasonably acceptable to the Company and the Bank (as applicable). The Company and the Bank (as applicable) shall notify the Investor’s nominee of all regular and special meetings of the Board and Bank Board (as applicable) and shall notify the Investor’ s nominee of all regular and special meetings of any committee of the Board and Bank Board (as applicable) of which the Investor’s nominee is a member in accordance with the Company’s and Bank’s (as applicable) bylaws as then in effect. The Company and the Bank (as applicable) shall provide the Investor’s nominee with copies of all notices, minutes, consents and other materials provided to all other members of the Board and Bank Board (as applicable) concurrently as such materials are provided to the other members.

2.       Board Observer Rights. If the Investor is not represented on the Board or the Bank Board (as applicable) (including during such time as regulatory approval of the person nominated by the Investor as its Board or Bank Board representative is pending), for as long as the Investor and its Affiliates beneficially own more than 50.0% of the Company’s common stock it acquired pursuant to the Subscription Agreement, the Company and the Bank shall allow the Investor to only designate either Wayne Goldstein, Rob Usdan or Michael Gibbons to be a representative of the Investor to attend all meetings of the Board and Bank Board (and their respective committees) in a non-voting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that (i) such representative shall enter into a customary confidentiality agreement with the Company and the Bank (in form and substance reasonably satisfactory to the Investor, the Company and the Bank) requiring the representative to hold in confidence and trust all information so provided; (ii) the representative may be excluded from access to any material or meeting or portion thereof if the Board or Bank Board (as applicable) determines in good faith, upon advice of counsel, that access to such material or attendance at such meeting would adversely affect the attorney-client privilege between the Company or the Bank and its counsel or would conflict with applicable banking laws or regulations or if such material or meeting relates to relations or negotiations with the Investor or require the consent or non-objection of any Regulator; (iii) such observer shall be excluded from all “executive sessions” of the Board and Bank Board if any other persons who are not members of the Board or Bank Board (as applicable), other than counsel to the Company, are also excluded; and (iv) such observer shall not be entitled to attend any meetings of any committees of the Board or Bank Board on which a representative of the Investor serving on such board would not be entitled to serve. For the avoidance of doubt, such representative shall not have access to any “confidential supervisory information” (as such term or relevant similar term is defined under the regulations of any Regulator).

3.       Information Rights. For as long as the Investor and its Affiliates beneficially own in the aggregate more than 50.0% of the Company’s common stock the Investor acquired pursuant to the Subscription Agreement, and subject to any restrictions or limitations necessary to satisfy any requirement or policy of any Regulator as well as restrictions against use or disclosure of confidential information set forth in Section 4 below, the Company will make available to the Investor (i) audited annual financial statements no later than 10 days after the financial statements become available to the Company’s Board of Directors, (ii) unaudited quarterly financial statements no later than 10 days after the financial statements become available to the Company’s Board and a comparison of such quarter’s results with the results projected by the Company’s annual budget, (iii) unaudited monthly financial statements no later than 10 days after the financial statements become available to the Company’s Board and a comparison of such month’s results with the results projected by the Company’s annual budget, and (iv) an annual budget for the upcoming fiscal year no later than 10 days following approval by the Company’s Board.

4.       Confidentiality. The Investor recognizes and acknowledges that it currently has, and in the future may have, access to certain confidential information of the Company and the Bank. The Investor agrees that it will not disclose such confidential information to any person for any purpose or reason whatsoever, except to Representatives of the Investor and to regulatory agencies having jurisdiction over the Company, the Bank or the Investor for the exclusive purpose of consummating the transactions contemplated by this Agreement and in connection with exercising its rights under this Agreement, the Subscription Agreement and/or the Registration Rights Agreement unless (i) such information becomes known to the public generally through no fault of the Investor, (ii) the Investor can demonstrate, to the reasonable satisfaction of the Company, that such information was within the Investor’s possession and developed by the Investor prior to it being delivered, disclosed or furnished to the Investor by the Company or the Bank, (iii) the Investor can demonstrate, to the reasonable satisfaction of the Company, that such information became available to the Investor on a non-confidential basis from a source other than the Company or the Bank, provided that such source is not known by the Investor to be bound, after due inquiry, by a confidentiality agreement, or other contractual, legal or fiduciary obligation of confidentiality with respect to such information, or (iv) disclosure is required by law or the order of any government entity under color of law; provided, that prior to disclosing any information pursuant to this clause (iv), the Investor shall give prior written notice thereof to the Company and provide the Company with the opportunity to contest such disclosure. For purposes of this Agreement, the term “Representative” shall mean the Investor’s Affiliates and the Investor’s and its Affiliates’ respective directors, officers, partners, members, managers, employees, investment bankers, attorneys, accountants and other advisors or representatives.

5.       Preemptive Rights. If, following the consummation of the transactions contemplated by the Subscription Documents, the Company authorizes the issuance or sale of any equity securities, or any securities, options or debt that are convertible or exchangeable into equity of the Company (any such security, a “New Security”), the Investor shall be entitled, in its sole discretion, to purchase shares of the New Securities for the same price and on the same terms as such New Securities are proposed to be offered to others, such that the Investor and its Affiliates are able to maintain their aggregate percentage ownership interest in the Company’s capital stock on a fully-diluted basis, subject to compliance with the applicable requirements of the Regulators. With respect to such rights described above (the “Preemptive Rights”), the Company shall give written notice of such proposed issuance or sale (including the terms and conditions thereof) to the Investor at least thirty (30) days prior to the anticipated issuance or sale date, and the Investor shall have twenty (20) days from the receipt thereof to provide the Company with notice of the exercise of its Preemptive Rights with respect to such issuance or sale. The Preemptive Rights described herein (A) will terminate upon the consummation of a public offering of at least $25

million of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) for cash pursuant to a registration statement or registration statements, or (B) shall not apply to the issuance of Common Stock, or options to purchase the same, pursuant to the Company’s employee stock bonus plan or strategic transactions (each such issuances described in clauses (A) and (B) above, an “Excluded Issuance”); provided, however, that in all cases, (1) the aggregate ownership percentage of the Investor of any class of voting securities of the Company shall not exceed 9.99% and (2) the total equity ownership in the Company by the Investor shall not exceed 24.99% of the Company’s total issued and outstanding capital stock.

6.       Registration Rights. In addition to, and not exclusive of, any other registration rights granted to the Investor pursuant to the Subscription Documents, the Investor shall be entitled to exercise registration rights as are set forth in a Registration Rights Agreement in the form of Exhibit A hereto.

7.       Regulatory Approval. The Company and the Investor shall cooperate to obtain the appropriate approvals from the Regulators in accordance with this letter agreement and the Subscription Documents. If necessary, the Investor shall agree to certain passivity commitments imposed by the Regulators, provided, that the terms and conditions of such commitments are customary and are not deemed by the Investor (in its sole discretion) to be unreasonable and provided, further, that the Investor shall not be required to agree to any restrictions, conditions or commitments imposed or otherwise required by any Regulator that are determined by the Investor (in its sole discretion) to be unduly burdensome.

8.       Miscellaneous. The validity, construction and interpretation of this letter agreement and the rights and duties of the parties hereunder shall be governed by and construed in accordance with laws of the State of New York without regard to its conflicts of laws provisions. This letter agreement (together with the Subscription Documents) constitutes the entire agreement among the parties hereto, and supersedes any and all prior representations, agreements and understandings, whether written or oral, with respect to the subject matter hereof. This letter agreement shall not be modified, amended or waived, in whole or in part, except by written agreement of both parties. The provisions hereof shall be binding upon, and shall inure to the benefit of, the parties hereto and their successors and assigns. Each of the parties hereto shall, at the request of the other party, execute, deliver and acknowledge without any consideration, such additional documents, instruments or certificates or do or cause to be done such other things as are reasonably necessary or desirable to make effective the agreements and transactions contemplated by this letter agreement. This letter agreement may be executed and delivered (including by facsimile or other electronic transmission) in multiple counterparts, each of which shall constitute an original and all of which together shall be deemed to be one and the same instrument. The provisions of Sections 6.4, 6.5, 6.7, 6.8, 6.11, 6.16 and 6.17 of the Subscription Agreement are hereby incorporated into and made a part of this Agreement.

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Very truly yours,


METROPOLITAN BANK HOLDING CORP.

By:  /s/ MARK R. DEFAZIO

Name:  Mark R. DeFazio
Title:  President and Chief Executive Officer

METROPOLITAN COMMERCIAL BANK

By:  /s/ MARK R. DEFAZIO

Name:  Mark R. DeFazio
Title:  President and Chief Executive Officer

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ACKNOWLEDGED AND AGREED:

ENDICOTT OPPORTUNITY PARTNERS IV, L.P.

By:  W.R. Endicott IV, LLC, its General Partner

By:  /s/ ROBERT I. USDAN

Name:  Robert I. Usdan
Title:  Managing Member

[Signature Page to Investor Rights Letter Agreement]