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Middlefield
Banc Corp.
15985 East High Street
P.O. Box 35
Middlefield, Ohio 44062
The undersigned
director of Emerald Bank, an Ohio-chartered savings bank, is the
beneficial owner of Emerald Bank common shares, no par value.
Emerald Bank and Middlefield Banc Corp. are considering execution
of an Agreement and Plan of Merger providing for the acquisition of
Emerald Bank by Middlefield Banc Corp. Execution of the Agreement
and Plan of Merger by Middlefield Banc Corp. and Emerald Bank is
subject to execution and delivery of this letter agreement,
however. In consideration of the substantial expenses that
Middlefield Banc Corp. will incur and to induce Middlefield Banc
Corp. to execute the Agreement and Plan of Merger, the undersigned
agrees, undertakes, and represents, in his capacity as a
shareholder of Emerald Bank and not in his capacity as a director
or officer of Emerald Bank, as follows.
1. At all
meetings of shareholders of Emerald Bank called for the purpose of
considering and voting upon the Agreement and Plan of Merger and
the transactions contemplated thereby, the undersigned will (
x ) be present in person or by proxy so that all Emerald
Bank common shares the undersigned is entitled on the date of the
meeting to vote are counted for purposes of a quorum, ( y )
vote or cause to be voted in favor of the approval of the Agreement
and Plan of Merger and the transactions contemplated thereby all
Emerald Bank common shares that, on the record date of the meeting,
are beneficially owned by the undersigned or for which on the date
of the meeting the undersigned has the power to vote, and (
z ) vote or cause to be voted against the approval of any
other proposal of a similar nature not involving Middlefield Banc
Corp. all Emerald Bank common shares that, on the record date of
the meeting, are beneficially owned by the undersigned or for which
on the date of the meeting the undersigned has the power to vote.
The undersigned acknowledges that this paragraph 1 applies not only
to all of the Emerald Bank common shares the undersigned owns on
the date of this letter agreement but also to Emerald Bank common
shares the undersigned may acquire hereafter by exerci
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