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Exhibit 10.3
UST 170
January 9, 2008
United States Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
Mission Community Bancorp
581 Higuera Street
San Luis Obispo, CA 93401
Ladies and Gentlemen:
Reference is made to that certain Letter Agreement incorporating
the Securities Purchase Agreement – Standard Terms dated of
even date herewith (the " Securities Purchase Agreement ")
by and among United States Department of Treasury ("
Investor ") and Mission Community Bancorp (" Company
"). Investor and Company desire to set forth herein certain
additional agreements regarding Company’s commitment to the
holder of the Preferred Shares after the closing of the
transactions contemplated by the Securities Purchase
Agreement. Terms that are defined in the Securities Purchase
Agreement are used in this letter agreement as so defined.
In order to comply with California Corporations Code
§212(a), the Company has modified section 7(b) of the
Standard Provisions of each of the Certificate of Designations
attached as Annex A and Annex B to the Securities
Purchase Agreement (collectively, the " Certificates of
Designations ") to provide in pertinent part as follows:
"Whenever, at any time or times, dividends payable on the shares
of Designated Preferred Stock have not been paid for an aggregate
of six quarterly Dividend Periods or more, whether or not
consecutive, the holders of the Designated Preferred Stock shall
have the right, with holders of shares of any one or more other
classes or series of Voting Parity Stock outstanding at the time,
voting together as a class, to elect two directors…"
By its execution hereof, the Company hereby confirms and agrees
that as of the date hereof and at all times while any shares of the
Designated Preferred Stock (as defined in each Certificate of
Designations) are outstanding or issuable upon exercise of the
Warrant it shall maintain a range of directors of the Company that
will permit the holder of the Preferred Shares to elect two
directors in accordance with said sections 7(b). Currently
Article III, Section 3.2 (the " Applicable
Provision ") of the Company’s bylaws (the " Bylaws
") provides for a range of directors of no less than six
(6) and no more than eleven (11). At all times
while any shares of
the Designated Preferred Stock are outstanding, the Company
shall not fill more than nine (9) director positions. In
the event the Company desires to increase the number of directors
beyond nine (9), then the Company shall be required to amend the
Bylaws to increase the maximum directors to always allow for at
least two open director seats for the holders of the Preferred
Shar
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