JOINT FILING AGREEMENTJoint Filing Agreement • December 9th, 2022 • Castle Creek Capital Partners VI, LP • State commercial banks
The undersigned hereby agree that this Schedule 13D, dated December 9, 2022 , with respect to the common stock, no par value, of Middlefield Banc Corp., an Ohio 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.
SECURITIES PURCHASE AGREEMENT dated August 2, 2018 by and among LIBERTY BANCSHARES, INC. and THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2022 • Castle Creek Capital Partners VI, LP • State commercial banks • Ohio
This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2018, by and among Liberty Bancshares, Inc., an Ohio corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
VCOC LETTER AGREEMENT MIDDLEFIELD BANC CORP. 15985 EAST HIGH STREET MIDDLEFIELD, OH 44062 May 26, 2022Vcoc Letter Agreement • December 9th, 2022 • Castle Creek Capital Partners VI, LP • State commercial banks
VOTING AND SHAREHOLDER AGREEMENTVoting and Shareholder Agreement • December 9th, 2022 • Castle Creek Capital Partners VI, LP • State commercial banks
Concurrently with the execution of this letter agreement (“Voting and Shareholder Agreement”), Middlefield Banc Corp. (“Middlefield”), MBCN Merger Subsidiary, LLC (“Merger Sub”), and Liberty Bancshares, Inc. (“Liberty”), are entering into an Agreement and Plan of Merger dated the date of this Voting and Shareholder Agreement (the “Merger Agreement”), whereby Liberty will merge with and into Merger Sub (the “Merger”), with Merger Sub as the surviving entity in the Merger, and stockholders of Liberty will receive shares of Middlefield common stock on terms stated in the Merger Agreement, subject to closing of the Merger. All defined terms used but not defined in this Voting and Shareholder Agreement have the meanings given in the Merger Agreement.
