Exhibit 10.26.6

FIFTH AMENDMENT TO

STOCK PURCHASE AGREEMENT

DATED AS OF AUGUST 15, 2011

between

MIDDLEFIELD BANC CORP.

and

BANK OPPORTUNITY FUND LLC

Dated as of April 17, 2012



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This FIFTH AMENDMENT TO THE STOCK PURCHASE AGREEMENT, dated as of April 17, 2012
(this “Amendment”), is entered into by and between Middlefield Banc Corp., an
Ohio corporation (the “Company”), and Bank Opportunity Fund LLC, a Delaware
limited liability company (the “Purchaser”). Certain capitalized terms used
herein are defined in Section 7.17 of the Original Agreement (as hereafter
defined).

RECITALS

WHEREAS, the Company and the Purchaser entered into a Stock Purchase Agreement,
dated as of August 15, 2011 (the “Original Agreement”), providing for the
purchase by the Purchaser of shares of the Company’s common stock, without par
value (the “Common Stock”), at a per share offering price of $16.00; and

WHEREAS, the Company and the Purchaser entered into the following amendments to
the Original Agreement: (i) the First Amendment to the Stock Purchase Agreement,
dated as of September 29, 2011 (the “First Amendment”); (ii) the Second
Amendment to the Stock Purchase Agreement, dated as of October 20, 2011 (the
“Second Amendment”); (iii) the Third Amendment to the Stock Purchase Agreement,
dated as of November 28, 2011 (the “Third Amendment”); and (iv) the Fourth
Amendment to the Stock Purchase Agreement, dated as of December 21, 2011 (the
“Fourth Amendment”; and the Original Agreement, as amended by the First
Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment,
is herein referred to as the “Agreement”); and

WHEREAS, the Company and the Purchaser mutually desire to further amend the
Agreement as set forth in this Amendment;

NOW, THEREFORE, in consideration of the premises, representations, warranties
and the mutual covenants contained in this Amendment, the Parties agree as
follows:

1. Article I, Section 1.01 of the Agreement is hereby deleted in its entirety
and the following new Section 1.01 is inserted in place thereof:

Section 1.01 Issuance, Sale and Delivery of the Securities.

(a) At the Initial Closing (as defined in Section 1.02), on the terms and
subject to the conditions of this Agreement, the Company shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Company, a number of
Shares of Common Stock equal to 4.9% of the Company’s total outstanding shares
of Common Stock as of the Initial Closing Date (as defined in Section 1.02),
rounded down to the nearest whole share (which such amount shall include any
shares issued to Purchaser pursuant to the Offering). In consideration, the
Purchaser shall pay to the Company a purchase price of $16.00 per share of
Common Stock purchased.



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(b) At the Follow-On Closing (as defined in Section 1.02), on the terms and
subject to the conditions of this Agreement, the Company shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Company, a number of
Shares of Common Stock that, when added to the number of Shares of Common Stock
purchased by the Purchaser pursuant to Section 1.01(a), equals 9.9% of the
Company’s total outstanding shares of Common Stock as of the Follow-On Closing
Date (as defined in Section 1.02), rounded down to the nearest whole share
(which such amount shall include any shares issued to Purchaser pursuant to the
Offering). In consideration, the Purchaser shall pay to the Company a purchase
price of $16.00 per share of Common Stock purchased.

(c) At the Subsequent Closing (as defined in Section 1.02), on the terms and
subject to the conditions of this Agreement, the Company shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Company, a number of
Shares of Common Stock that, when added to the number of Shares of Common Stock
purchased by the Purchaser pursuant to Sections 1.01(a) and (b), equals 24.99%
of the Company’s total outstanding shares of Common Stock as of the Subsequent
Closing Date (as defined in Section 1.02), rounded down to the nearest whole
share (which such amount shall include any shares issued to Purchaser pursuant
to the Offering). In consideration, the Purchaser shall pay to the Company a
purchase price of $17.00 per share of Common Stock purchased; provided, however,
that in the event that the Follow-On Closing has not occurred, (i) the purchase
price applicable to the number of shares purchased at the Subsequent Closing
that, when added to the number of Shares of Common Stock purchased by the
Purchaser pursuant to Section 1.01(a), equals 9.9% of the Company’s total
outstanding shares of Common Stock as of the Subsequent Closing Date shall be
$16.00 per share of Common Stock purchased, and (ii) the purchase price for the
remainder of the Shares purchased at the Subsequent Closing shall be $17.00 per
share.

2. Article I, Section 1.02 of the Agreement is hereby deleted in its entirety
and the following new Section 1.02 is inserted in place thereof:

Section 1.02 Closings.

(a) The closing of the sale and purchase contemplated by Section 1.01(a) shall
take place immediately after the execution of this Agreement (such closing being
referred to herein as the “Initial Closing” and the date of the Initial Closing
being referred to herein as the “Initial Closing Date”). The closing of the sale
and purchase contemplated by Section 1.01(b) shall take place on the third
business day following the satisfaction or waiver of the conditions applicable
to such closing and set forth in Article VI (other than those conditions that by
their nature are to be satisfied at such Closing), which date shall not be later
than April 30, 2012 (such closing being referred to herein as the “Follow-On
Closing” and the date of the Follow-On Closing being referred to herein as the
“Follow-On Closing Date”). The closing of the sale and purchase contemplated by
Section 1.01(c) shall take place on the third business day following the
satisfaction or waiver of the conditions applicable to such closing and set
forth in Article VI (other than those conditions that by their nature are to be
satisfied at such Closing), which date shall not be later than July 31, 2012
(such closing being referred to herein as the “Subsequent Closing” and the date
of the Subsequent Closing being referred to herein as the “Subsequent Closing
Date”). Unless otherwise specified, the term “Closing” shall apply to each
closing and the term “Closing Date” shall apply to the dates of each Closing.

 

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(b) Each Closing shall take place remotely via the exchange of documents and
signatures. At each Closing, the Company shall issue and deliver to the
Purchaser stock certificates, in definitive form, registered in the name of the
Purchaser, representing the Shares of Common Stock to be purchased at such
Closing in the form attached as Exhibit A to the Original Agreement. As payment
in full for the Shares of Common Stock being purchased by it at each Closing,
and against delivery of the stock certificates on such Closing Date, the
Purchaser shall pay the applicable purchase price to the Company by wire
transfer or by such other method as may be reasonably acceptable to the Company.

3. Article IV and Article V of the Agreement are each hereby amended to add the
word “Subsequent” immediately before the word “Closing” in each instance of such
word in such Articles.

4. The first sentence of Article V, Section 5.01 of the Agreement is hereby
amended to read in its entirety as follows:

In the event that the Company raises additional capital in one or more offerings
during the period beginning on the date hereof and ending on the second
anniversary of the Follow-On Closing Date (each, a “Capital Raise”), the
Purchaser shall have preemptive rights to purchase any securities offered and
sold by the Company (any such security, a “New Security”) at the price and on
the other terms of the Capital Raise so as to maintain its then-current
ownership percentage in the Company.

5. Article V, Section 5.02 of the Agreement is hereby deleted in its entirety
and the following new Section 5.02 is inserted in place thereof:

Section 5.02 Appointment of Director. Subject to approval by the Regulatory
Authorities, if requested by the Purchaser, the Company agrees to appoint one
individual to serve as a director on each of the boards of directors of the
Company and each of the Banks, in each case designated by the Purchaser and
approved by the Company, which approval shall not be unreasonably withheld or
delayed, to fill a current vacancy in each such board of directors (the
“Appointed Director”), effective upon the Follow-On Closing. The Appointed
Director is currently expected to be Joseph J. Thomas, who shall also be
appointed to the Executive Committee, should one exist, of each such board of
directors. In the event that the Appointed Director is not appointed as provided
in the previous sentence upon the Follow-On Closing for any reason, the Company
agrees to make such appointments effective upon the Subsequent Closing, subject
to approval by the Regulatory Authorities.

 

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6. Article V of the Agreement is hereby amended to add a new Section 5.04, which
shall read in its entirety as follows:

Section 5.04 Reimbursement of Director and Observer Expenses. In connection with
any meetings of the boards of directors of the Company or any of its
Subsidiaries, the Company shall reimburse the Purchaser and its Affiliates for
their reasonable and documented out-of-pocket expenses incurred after March 21,
2012 in connection with attendance at such meetings by the Appointed Director or
any individual designated by the Purchaser pursuant to Section 4.12 to act as an
observer at such meetings.

7. The introductory paragraph of Article VI, Section 6.01 of the Agreement
(immediately following the heading and prior to paragraph (a)) is hereby amended
to read in its entirety as follows:

Purchaser’s obligation to purchase and pay for the Shares being purchased by it
on each Closing Date is, at its option, subject to the satisfaction, on or
before such Closing Date, of the following conditions, any of which may be
waived in whole or in part by the Purchaser:

8. Article VI, Section 6.01(e) of the Agreement is hereby amended to read in its
entirety as follows:

(e) Approvals. The Parties shall have received all necessary approvals, Consents
or non-objections from the Regulatory Authorities on such terms and conditions
reasonably satisfactory to the Purchaser for the consummation of the purchase
and sale to occur at the applicable Closing.

9. Article VI, Section 6.01(f) of the Agreement is hereby deleted.

10. Article VI, Section 6.01(h) of the Agreement is hereby amended to read in
its entirety as follows:

(h) Appointment of Director. Pursuant to Section 5.02, but subject to any
necessary regulatory approval, the Appointed Director, shall have been appointed
as a director of the Company and of each of the Banks and shall hold such
position effective as of the Follow-On Closing Date, unless (i) the Purchaser
did not make the request provided for in Section 5.02, or (ii) the failure to
hold such position is caused by the individual or the Purchaser, in which case,
the Purchaser shall select an alternate individual to hold such position, which
such alternate individual shall be subject to the approval of the Company, which
such approval shall not be unreasonably withheld or delayed.

11. Article VI, Section 6.01(l) of the Agreement is hereby amended to read in
its entirety as follows:

(l) Purchaser’s Rights and Voting Agreement. The Company and the Existing
Shareholders (as defined in the Purchaser’s Rights and Voting Agreement) shall
have executed and delivered the Purchaser’s Rights and Voting Agreement in
substantially the form attached hereto as Exhibit B.

 

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12. The introductory paragraph of Article VI, Section 6.02 of the Agreement
(immediately following the heading and prior to paragraph (a)) is hereby amended
to read in its entirety as follows:

The Company’s obligation to sell and issue the Shares being sold and issued by
it on each Closing Date is, at its option, subject to the satisfaction, on or
before such Closing Date, of the following conditions, any of which may be
waived in whole or in part by the Company:

13. Article VI of the Agreement is hereby amended to add a new Section 6.03,
which shall read in its entirety as follows:

Section 6.03 Conditions to the Parties’ Obligations at the Subsequent Closing.
The Company’s obligation to sell and issue the Shares being sold and issued by
it on the Subsequent Closing Date, and the Purchaser’s obligation to purchase
and pay for the Shares being purchased by it on the Subsequent Closing Date, are
subject to the satisfaction, on or before the Subsequent Closing Date, of the
following condition:

(a) Stockholder Approval. The Company shall have obtained the required
stockholder approval of the transactions pursuant to Ohio Revised Code section
1701.831.

14. Article VI of the Agreement is hereby amended to add a new Section 6.04,
which shall read in its entirety as follows:

Section 6.04 Conditions to the Purchaser’s Obligations at the Subsequent
Closing. The Purchaser’s obligation to purchase and pay for the Shares being
purchased by it on the Subsequent Closing Date is subject to the satisfaction,
on or before the Subsequent Closing Date, of the following conditions:

(a) Federal Reserve Non-Objection. The Purchaser shall have received either
(i) a written non-objection from the Federal Reserve to the notice it filed in
connection with its purchase of Shares pursuant to the CBCA or (ii) written
confirmation, satisfactory in its reasonable good faith judgment, from the Board
of Governors of the Federal Reserve System, in either case, to the effect that
the purchase of the Shares at the Subsequent Closing and the consummation of the
Subsequent Closing and the transactions contemplated by the Transaction
Documents will not result in the Purchaser or any of its Affiliates (x) being
deemed in control of the Company for purposes of the BHC Act or (y) otherwise
being regulated as a bank holding company within the meaning of the BHC Act.

(b) ODFI Non-Objection. Either (i) the Purchaser shall have received the written
notice described in Ohio Rev. Code § 1115.06(B)(3) or (ii) all applicable
waiting periods set forth in Ohio Rev. Code § 1115.06(B)(3) shall have expired
without the ODFI disapproving the purchase of the Shares at the Subsequent
Closing and the consummation of the Subsequent Closing.

 

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(c) Appointment of Director. Subject to any necessary regulatory approval, in
the event that the Appointed Director is not serving as a director of the
Company and of each of the Banks as of the Subsequent Closing Date, the Company
shall have appointed the Appointed Director to serve as such, effective as of
the Subsequent Closing, unless the failure to hold such position is caused by
the individual or the Purchaser, in which case, the Purchaser shall select an
alternate individual to hold such position, which such alternate individual
shall be subject to the approval of the Company, which such approval shall not
be unreasonably withheld or delayed.

15. Article VII, Section 7.01 of the Agreement is hereby amended to read in its
entirety as follows:

Section 7.01 Expenses. At the Initial Closing, the Company shall reimburse the
Purchaser for the Purchaser’s reasonable and documented legal expenses incurred
in connection with this Agreement, up to a maximum of $25,000 (the “Reimbursable
Expenses”). The Company agrees that the Reimbursable Expenses may at the
election of the Purchaser be (a) paid to those parties directed by Purchaser to
receive such payments, or (b) deducted from the purchase price payable at the
Initial Closing. In the event that the Initial Closing does not occur due to the
Company’s material breach of this Agreement, the Company shall reimburse the
Purchaser as provided in the first sentence of this Section 7.01 as if the
Initial Closing had occurred. In the event that the Initial Closing does not
occur due to the Purchaser’s material breach of this Agreement, the Company will
not be obligated to reimburse the Purchaser for the Reimbursable Expenses. For
all other expenses, each of the Parties shall bear and pay all direct costs and
expenses incurred by it or on its behalf in connection with the transactions
contemplated by the Transaction Documents.

16. The second sentence of Article VII, Section 7.10 of the Agreement is hereby
amended to read in its entirety as follows:

Without limiting the foregoing, Purchaser shall have the right to assign its
rights and obligations under this Agreement, in whole or in part, to an
Affiliate of Purchaser as long as such assignment would not adversely affect the
consummation of the transactions contemplated by this Agreement, provided, that
Purchaser provides advance written notice of such assignment to the Company and
the Company consents to such assignment, which shall not be unreasonably
withheld or delayed. Notwithstanding the foregoing, the Company’s consent shall
not be required with respect to any such assignment by Purchaser to a Managing
Member of Bank Acquisitions LLC, the Managing Member of Purchaser.

17. The Purchaser and the Company agree that the transactions contemplated
hereby no longer include the Purchaser’s purchase, or the Company’s sale and
issuance, of a Warrant to purchase shares of Common Stock, and the Agreement is
hereby amended as necessary to reflect such fact.

18. The Company hereby waives and releases the Purchaser from the requirements
under Section 4.05 of the Agreement to file with the Federal Reserve and ODFI
certain notices and/or applications by February 29, 2012. All other terms and
conditions in the aforementioned Section 4.05 remain unchanged.

 

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19. The Purchaser and the Company agree that the Company has fully reimbursed
the Purchaser for any due diligence expenses incurred by the Purchaser in
investigation of the Company’s loan portfolio.

20. The Company represents and warrants to the Purchaser that, as of the date
hereof, there are 1,771,687 shares of Common Stock issued and outstanding, and
88,774 shares of Common Stock are subject to outstanding options to acquire
shares of Common Stock from the Company.

21. Except as expressly amended hereby, the terms and provisions of the
Agreement remain in full force and effect in all respects, and are expressly
incorporated by reference in this Amendment. In the event of a conflict between
the terms of this Amendment and the Agreement, the terms of this Amendment will
prevail.

22. A facsimile or electronic copy of any counterpart of this Amendment with a
signature of a Party hereto shall be given the same legal effect as the
original.

23. The Company will use its reasonable best efforts to cause the Existing
Shareholders (as defined in the Purchaser’s Rights and Voting Agreement) to
execute and deliver to the Company and the Purchaser promptly after the date
hereof the Amended and Restated Purchaser’s Rights and Voting Agreement executed
on the date hereof by the Purchaser and the Company.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the Company and the Purchaser have executed this Amendment
as of the day and year first above written.

 

COMPANY:

 

MIDDLEFIELD BANC CORP.

 

By:  

/s/ Thomas G. Caldwell

Name:   Thomas G. Caldwell Title:   President and Chief Executive   Officer

PURCHASER:

 

BANK OPPORTUNITY FUND LLC

 

By:   Bank Acquisitions LLC, its managing  

member

 

By:  

/s/ Richard J. Perry, Jr.

Name:   Richard J. Perry, Jr. Title:   Managing Member
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