VENTURE CAPITAL OPERATING COMPANY (“VCOC”) LETTER AGREEMENT PATHFINDER BANCORP, INC. 214 WEST FIRST STREET OSWEGO, NEW YORK 13126Venture Capital Operating Company Letter Agreement • May 15th, 2019 • Castle Creek Capital Partners VII, LP • State commercial banks • New York
Contract Type FiledMay 15th, 2019 Company Industry JurisdictionReference 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.