March 21, 2012 Mr. Thomas G. Caldwell President and Chief Executive Officer Middlefield Banc Corp. 15985 East High Street Middlefield, Ohio 44062 Re: Amendment to Stock Purchase Agreement Gentlemen:Stock Purchase Agreement • March 27th, 2012 • Middlefield Banc Corp • State commercial banks
Hovde Private Equity Advisors LLC (“Hovde”) is pleased to submit on behalf of Bank Opportunity Fund (the “Fund”) this proposed agreement to amend the Stock Purchase Agreement dated August 15, 2011 entered into by and between Middlefield Banc Corp. (the “Company”) and the Fund (the “SPA”), as amended by the First Amendment to the SPA, dated as of September 29, 2011, the Second Amendment to the SPA, dated as of October 20, 2011, the Third Amendment to the SPA, dated as of November 28, 2011, and the Fourth Amendment to the SPA, dated as of December 21, 2011 (collectively, with the SPA, the “Amended SPA”) in connection with the proposed investment by the Fund in Company as contemplated by the Amended SPA. Due to unforeseen delays in the bank regulatory process, the Fund and Middlefield have agreed to modify the terms of the investment. We hope that this letter will provide a basis for consummating the initial investments that do not require regulatory approval or non-objection as described
