AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
AMENDMENT
NO. 1 TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 1
TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) dated as of March
17, 2010, is by and among MISSION COMMUNITY BANCORP, a California corporation
(the “Company”), and
XXXXXXXXX FUND MANAGER GP, LLC (the “Manager”) on behalf of and as
General Partner of each of the following investment-related limited
partnerships: Xxxxxxxxx Community BancFund, L.P.; Xxxxxxxxx Community
BancFund-A, L.P.; and Xxxxxxxxx Community BancFund-CA, L.P. and amends that
Securities Purchase by and between the Company and the Manager dated as December
22, 2009 (the “Agreement”).
RECITALS
WHEREAS,
Section 8(b) of the Agreement provides that either the Manager or the Company
may terminate the Agreement if, without fault of the terminating party, the
First Closing (as defined in the Agreement) does not occur on or before March 1,
2010; and
WHEREAS,
the Manager and the Company now wish to amend the Agreement to change such
date.
NOW
THEREFORE, in consideration of the foregoing, the mutual covenants in the this
Amendment and the Agreement and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
AGREEMENT
1. Amendment. Subsection
(b) of Section 8 of the Agreement is amended and restated in its entirety to
read as follows:
“(b) By the Manager or by the Company,
if, without fault of the terminating party, the First Closing doesnot occur on or before May 30,
2010;”
2. Miscellaneous.
(a) Representations and
Warranties. Each of the parties hereto represents and warrants
to the other that (i) such party has all necessary power and authority to
execute and deliver this Amendment, (ii) this Amendment has been duly and
validly executed and delivered by such party, and (iii) assuming the due
authorization, execution and delivery of this Amendment by the other party, this
Amendment constitutes the valid, binding agreement of such party, enforceable
against such party in accordance with its terms.
(b) No Other
Amendments. Except as expressly amended hereby, all of the
terms and conditions of the Agreement shall continue in full force and
effect.
(c) No
Waiver. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of either
party under the Agreement or any provision thereof, and each party expressly
reserves all such rights, power and remedies.
(d) Interpretation. The
section headings contained in this Amendment are for convenience of reference
only and shall not affect in any way the meaning or interpretation of this
Amendment.
(e) Counterparts. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and
delivered as of the date first above written.
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By:
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/s/
Xxxxx X.Xxxxxxxx
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Xxxxx
X. Xxxxxxxx,
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President
and Chief Executive Officer
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XXXXXXXXX
FUND MANAGER GP, LLC,
on
behalf of, and as the General Partner of: Xxxxxxxxx Community BancFund,
L.P., Xxxxxxxxx Community BancFund-A, L.P. and Xxxxxxxxx Community
BancFund-Ca, L.P.
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By:
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/s/
Xxxx X. Xxxxxxxx
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Name:
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Xxxx
X. Xxxxxxxx
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Title:
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Managing
Member
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Signature
Page to Amendment No. 1 to Securities Purchase Agreement
