STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 18th, 2018 • Patriot Financial Partners Iii, L.P. • National commercial banks • California
This Stock Purchase Agreement (the “Agreement”) is made as of September 14, 2018, by and among Pacific Mercantile Bancorp, a California corporation (the “Company”), Patriot Financial Partners III, L.P., a Delaware limited partnership (the “Purchaser”), Carpenter Community BancFund, L.P., a Delaware limited partnership (“Carpenter BancFund”), and Carpenter Community BancFund-A, L.P., a Delaware limited partnership (“Carpenter BancFund A”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 18th, 2018 • Patriot Financial Partners Iii, L.P. • National commercial banks
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
PATRIOT VCOC LETTER AGREEMENT Pacific Mercantile BancorpStock Purchase Agreement • September 18th, 2018 • Patriot Financial Partners Iii, L.P. • National commercial banks • California
Reference is made to the Stock Purchase Agreement, dated as of September 14, 2018 (the “Agreement”), by and between Pacific Mercantile Bancorp, a California corporation (the “Corporation”), Patriot Financial Partners III, L.P., a Delaware limited partnership (the “VCOC Investor”), Carpenter Community BancFund, L.P., a Delaware limited partnership (“Carpenter BancFund”), and Carpenter Community BancFund-A, L.P., a Delaware limited partnership (“Carpenter BancFund A” and, together with Carpenter BancFund, each a “Seller” and collectively the “Sellers”), pursuant to which the VCOC Investor has agreed to purchase from the Sellers the Corporation’s common stock, no par value per share (the “Common Shares”) and the Corporation’s Series A Non-Voting Preferred Stock (the “Preferred Shares”). Capitalized terms used herein without definition shall have the respective meanings in the Agreement.
