SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2019 • Castle Creek Capital Partners VII, LP • State commercial banks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 8, 2019 by and among Malta Hedge Fund, L.P., a Delaware limited partnership, Malta Hedge Fund II, L.P., a Delaware limited partnership, Malta Thrift Fund, L.P., a Delaware limited partnership, Malta Market Neutral Master Fund, Ltd., a Cayman company and Malta Offshore, Ltd., a Cayman company (collectively, the “Sellers”), and Castle Creek Capital Partners VII, L.P., a Delaware limited partnership (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 15th, 2019 • Castle Creek Capital Partners VII, LP • State commercial banks
The undersigned hereby agree that this Schedule 13D, dated May 15, 2019, with respect to the common stock, par value $0.01 per share, of Pathfinder Bancorp, Inc., a Maryland corporation, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
VENTURE CAPITAL OPERATING COMPANY (“VCOC”) LETTER AGREEMENT PATHFINDER BANCORP, INC. 214 WEST FIRST STREET OSWEGO, NEW YORK 13126Venture Capital Operating Company • May 15th, 2019 • Castle Creek Capital Partners VII, LP • State commercial banks • New York
Reference is made to the Securities Purchase Agreement by and among Pathfinder Bancorp, Inc., a Maryland corporation (the “Corporation”) and the investors party thereto, including Castle Creek Capital Partners VII, L.P., a Delaware limited partnership (the “VCOC Investor”), dated as of May 8, 2019 (the “Securities Purchase Agreement”), pursuant to which the VCOC Investor agreed to purchase from the Corporation shares of its voting common stock, $0.01 par value per share (the “Common Stock”), and shares of its Series B Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock. Capitalized terms used herein without definition shall have the respective meanings in the Securities Purchase Agreement.
