8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 17, 2012

Middlefield Banc Corp.

(Exact name of registrant specified in its charter)

Ohio	000-32561	34-1585111
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15985 East High Street Middlefield, Ohio	44062
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (440) 632-1666

not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01(a) Entry into a Material Definitive Agreement

On March 21, 2012, Middlefield Banc Corp. (“Middlefield”) and Bank Opportunity Fund LLC (“BOF”) entered into a letter agreement pursuant to which the parties agreed to enter into a fifth amendment to the August 15, 2011 Stock Purchase Agreement. The March 21, 2012 letter agreement between Middlefield and BOF is Exhibit 10.26.5 to the Form 8-K filed by Middlefield on March 27, 2012.

Consistent with the terms of the March 21, 2012 letter agreement, Middlefield and BOF entered into the Fifth Amendment to the August 15, 2011 Stock Purchase Agreement (the “Fifth Amendment”) on April 17, 2012. Previously, Middlefield and BOF had entered into the First Amendment to the Stock Purchase Agreement, dated as of September 29, 2011, the Second Amendment to the Stock Purchase Agreement, dated as of October 20, 2011, the Third Amendment to the Stock Purchase Agreement, dated as of November 28, 2011, and the Fourth Amendment to the Stock Purchase Agreement, dated as of December 21, 2011. The First, Second, Third, and Fourth Amendments to the Stock Purchase Agreement are Exhibits 10.26.1 through 10.26.4, respectively, to Middlefield’s Form 10-K Annual Report for the year ended December 31, 2011.

Under the terms of the Fifth Amendment, BOF’s purchase of Middlefield common stock was restructured from one closing to three closings constituting three separate purchases that will incrementally increase BOF’s percentage ownership of the total outstanding shares of Middlefield common stock to 4.99% after the first closing (the “Initial Investment”), 9.99% after the second closing (the “Follow-On Investment”), and 24.99% after the third closing (the “Subsequent Investment”). The Fifth Amendment also eliminates from the transaction the requirement that BOF purchase, and Middlefield sell and issue, a warrant to purchase additional shares of Middlefield common stock equal to 15% of the number of shares of Middlefield common stock to be purchased by BOF at an exercise price of $16 per share.

BOF completed the Initial Investment on April 17, 2012, the date the parties executed the Fifth Amendment. At a price of $16 per share, the gross proceeds to Middlefield from the Initial Investment were approximately $1.5 million.

On or before April 30, 2012, BOF will purchase from Middlefield, also at a price of $16.00 per share, the shares of Middlefield common stock required for the Follow-On Investment. The approval of the Federal Reserve Bank of Cleveland may be required for the Follow-On Investment and/or the appointment by Middlefield of BOF’s designee to serve on the board of directors of Middlefield and on the board of directors of each of Middlefield’s two subsidiary banks, Emerald Bank and The Middlefield Banking Company. The gross proceeds to Middlefield from the Follow-On Investment are expected to be approximately $1.6 million.

Finally, on or before July 31, 2012, and upon approval of the Federal Reserve Bank of Cleveland and the Ohio Division of Financial Institutions, BOF will purchase from Middlefield, at a price of $17.00 per share, the shares of Middlefield common stock required for the Subsequent Investment. In addition to regulatory approval, the Subsequent Investment is also conditioned upon, among other conditions, approval by the stockholders of Middlefield under the Ohio Control Share Acquisition Act. If BOF’s designee to serve on the board of directors of Middlefield and on the board of directors of each of Middlefield’s two subsidiary banks was not appointed in connection with the Follow-On Investment, then Middlefield’s appointment of such designee is a condition to the closing of the Subsequent Investment. The gross proceeds to Middlefield from the Subsequent Investment are expected to be approximately $6.7 million. The total gross proceeds to Middlefield of the three investments expected to be made by BOF total approximately $9.8 million.

The Fifth Amendment also (i) includes Middlefield’s waiver of the Stock Purchase Agreement requirement that BOF prepare and file with the Federal Reserve Bank of Cleveland and the Ohio Division of Financial Institutions certain applications by February 29, 2012, (ii) provides that, upon the closing of the Initial Investment, Middlefield will reimburse BOF or its affiliate for legal expenses up to $25,000, and (iii) requires Middlefield to reimburse BOF’s expenses associated with attendance by BOF’s representative at meetings of the board of directors of Middlefield and its subsidiary banks.

In connection with the Fifth Amendment, Middlefield and BOF also entered into an Amended and Restated Purchaser’s Rights and Voting Agreement. Among other revisions, the Amended and Restated Purchaser’s Rights and Voting Agreement (i) changes the identity of BOF’s designated director nominee, (ii) clarifies that the transfer restriction applicable to Middlefield’s existing officers and directors commences on April 17, 2012, and terminates one year after the Initial Investment, and (iii) requires Middlefield’s existing officers and directors to vote in favor of approving the Stock Purchase Agreement, as amended, and the transactions set forth therein.

The foregoing description of the Stock Purchase Agreement, as amended, is qualified in its entirety by reference to (w) the August 15, 2011 Stock Purchase Agreement, (x) the First, Second, Third, and Fourth Amendments to the Stock Purchase Agreement, (y) the March 21, 2012 letter agreement between Middlefield and BOF, and (z) the Fifth Amendment and the Amended and Restated Purchaser’s Rights and Voting Agreement, which are attached to this Form 8-K as Exhibits 10.26.6 and 10.28, respectively, each of which is incorporated herein by this reference.

Forward-looking statements. This Form 8-K Current Report includes forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to statements about anticipated operating and financial performance, such as loan originations, operating efficiencies, loan sales, charge-offs and loan loss provisions, growth opportunities, interest rates, and deposit growth. Words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “project,” “plan,” and similar expressions are intended to identify forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially, including without limitation delays in obtaining or failure to receive required regulatory approvals, including approval by the Superintendent of the Ohio Division of Financial Institutions and by the Board of Governors of the Federal Reserve System, the possibility that fewer than the required number of the Middlefield’s stockholders vote in accordance with the Ohio Control Share Acquisition Act to approve the sale of shares to BOF, the occurrence of events that would have a material adverse effect on Middlefield as described in the Stock Purchase Agreement, as amended, and other uncertainties associated with the transactions described in this Form 8-K Current Report. Additional factors that could cause actual results to differ materially are discussed in Middlefield’s filings with the Securities and Exchange Commission, including, without limitation, Middlefield’s Form 10-K Annual Report, its Form 10-Q Quarterly Reports, and its Form 8-K Current Reports. Forward-looking statements are based on Middlefield’s beliefs, plans, objectives, goals, assumptions, expectations, estimates, and intentions as of the date the statements are made. You must exercise caution because Middlefield cannot give any assurance that its beliefs, plans, objectives, goals, assumptions, expectations, estimates, and intentions will be realized. Middlefield does not undertake a duty to update any forward-looking statements in this Form 8-K.

Additional information and where to find it. This communication may be deemed to be solicitation material. Middlefield will file with the SEC a proxy statement and other documents regarding the transaction described in this Form 8-K. MIDDLEFIELD STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, INCLUDING MIDDLEFIELD’S PROXY STATEMENT, BECAUSE THE PROXY STATEMENT AND OTHER DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION ABOUT THE TRANSACTION WITH BANK OPPORTUNITY FUND LLC. Members of the public will be able to obtain the proxy statement and other relevant documents free of charge at the SEC’s website, http://www.sec.gov, and Middlefield’s stockholders will receive information at an appropriate time about how to obtain the proxy statement and other transaction-related documents for free from Middlefield. The proxy statement and other documents are not currently available. Middlefield and its directors, executive officers, certain members of management, and employees may have interests in the transaction or be deemed to be participants in the solicitation of proxies of Middlefield’s stockholders to approve the transaction with BOF. Information regarding the participants and their interest in the solicitation is set forth in the proxy statement filed by Middlefield with the SEC on April 9, 2012, for the 2012 Annual Meeting. Stockholders may obtain additional information regarding the interests of participants by reading the proxy statement relating to the transaction when the proxy statement becomes available.

Item 9.01(d)	Exhibits.
Exhibit 10.26.6	Amendment 5 of the Stock Purchase Agreement with Bank Opportunity Fund LLC (amendment dated April 17, 2012)
Exhibit 10.28	Amended and Restated Purchaser’s Rights and Voting Agreement, dated April 17, 2012, among Bank Opportunity Fund LLC, Middlefield Banc Corp., and directors and officers of Middlefield Banc Corp.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Middlefield Banc Corp.
Date: April 23, 2012	/s/ James R. Heslop, II
	Executive Vice President and Chief Operating Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
Exhibit 10.26.6	Amendment 5 of the Stock Purchase Agreement with Bank Opportunity Fund LLC (amendment dated April 17, 2012)
Exhibit 10.28	Amended and Restated Purchaser’s Rights and Voting Agreement, dated April 17, 2012, among Bank Opportunity Fund LLC, Middlefield Banc Corp., and directors and officers of Middlefield Banc Corp.

EX-10.26.6

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

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.

(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

EX-10.28

Exhibit 10.28

AMENDED AND RESTATED PURCHASER’S RIGHTS AND VOTING AGREEMENT

This AMENDED AND RESTATED PURCHASER’S RIGHTS AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 17, 2012, by and among Middlefield Banc Corp., an Ohio corporation (the “Company”), Bank Opportunity Fund LLC, a Delaware limited liability company (including its permitted transferees or assigns, the “Purchaser”), and each of the Persons listed on Schedule I attached hereto, who currently serves as an officer or a director of the Company (each, an “Existing Shareholder” and collectively, the “Existing Shareholders”). The Parties hereto other than the Company are referred to individually as a “Shareholder” and collectively as “Shareholders.” The Purchaser, the Existing Shareholders and the Company are referred to individually as a “Party” and collectively as the “Parties.” This Agreement shall become effective immediately upon execution and delivery hereof.

RECITALS

A. The Company and the Purchaser are parties to the Stock Purchase Agreement, dated as of August 15, 2011, as amended (the “Stock Purchase Agreement”), pursuant to which the Company has agreed to issue and sell, and the Purchaser has agreed to purchase, shares of the Company’s Common Stock, without par value (the “Common Stock”), and in connection therewith, the Company, the Purchaser and the Existing Shareholders entered into the Purchaser’s Rights and Voting Agreement, dated as of August 15, 2011 (the “Original Agreement”).

B. The Company and the Purchaser are entering into on this date the Fifth Amendment to Stock Purchase Agreement, pursuant to which they are amending the Stock Purchase Agreement, and in connection therewith, the Company, the Purchaser, which represents a majority of the Purchaser Shares (as defined below) now outstanding, and the Existing Shareholders signatory hereto, which together represent the holders of a majority of the Shareholder Shares (as defined below) now outstanding, desire to amend and restate the Original Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto amend and restate the Original Agreement to read in its entirety as follows:

ARTICLE I.

VOTING

Section 1.01 Agreement to Vote. The Purchaser, as a holder of Common Stock, hereby agrees to vote: (a) all of the shares of Common Stock registered in its name and (b) as of the date of any given vote, any other voting securities (or voting rights associated with any other securities) of the Company that the Purchaser holds (hereinafter collectively referred to as the “Purchaser Shares”) at regular and special meetings of the Company’s shareholders (or by written consent) in accordance with the provisions of this Agreement. Each Existing Shareholder, as a holder of Common Stock, hereby agrees on behalf of itself, its Affiliates and any permitted transferee or assignee of any such shares of Common Stock, to vote, and to cause its Affiliates to vote: (x) all of the shares of Common Stock registered in its name and (y) as of the date of any vote, any other voting securities (or voting rights associated with any other securities) of the Company that such Existing Shareholder holds (hereinafter collectively referred to as the “Shareholder Shares”) at regular and special meetings of the Company’s shareholders (or by written consent) in accordance with the provisions of this Agreement. The Purchaser Shares and Shareholder Shares are collectively referred to herein as the “Shares.”

Section 1.02 Manner of Voting. The voting of the Shares pursuant to this Agreement may be effected in person, by proxy, by written consent, or in any other manner permitted by the laws of the State of Ohio.

Section 1.03 Grant of Proxy. Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

ARTICLE II.

BOARD OF DIRECTORS

Section 2.01 Size of Board of Directors. Subject to the Company’s bylaws and the resolutions of the Company’s Board of Directors (the “Board”), the Purchaser and the Existing Shareholders shall vote in accordance with Section 1.01 to ensure that the size of the Board be set and remain at a sufficient number to accommodate Section 2.02. Subject to each Bank’s bylaws and the resolutions of each Bank’s board of directors, the Company, as the sole shareholder of each Bank, shall ensure that the size of the board of directors of each Bank be set and remain at a sufficient number to accommodate Section 2.02.

Section 2.02 Election of Directors; Board Representation. The Purchaser and the Existing Shareholders agree that, at the first annual meeting of shareholders after the Company’s appointment of a designee of Purchaser to the Board pursuant to the Stock Purchase Agreement, and, for as long as the Company has a classified board or otherwise, at each annual meeting of the Company’s shareholders or at any other meeting of the Company’s shareholders at which members of the Board are to be elected, or whenever members of the Board are to be elected by written consent, in each case where the director allocated to Purchaser is up for election, so long as the Purchaser owns at least 5% of the outstanding voting securities of the Company, the Purchaser and Existing Shareholders shall vote or act with respect to all of their Shares so as to elect that one director designated by Purchaser to serve on the Board. Such initial director shall be Joseph Thomas (the “Purchaser Director”). The Company, as the sole shareholder of each Bank, further agrees to elect the Purchaser Director to the board of directors of each Bank. The Purchaser Director shall hold office until the next meeting or the next consent of the Company’s shareholders at which such director is up for election (or in the case of each Bank, until the next consent of the Company as the sole shareholder of the applicable Bank is needed for such election) and until such Purchaser Director’s successor is duly elected and qualified, or until such Purchaser Director’s earlier resignation or removal, in accordance with the Company’s bylaws (or in the case of each Bank, in accordance with the bylaws of the applicable Bank).

Section 2.03 Board Committees. The Company, the Purchaser and the Existing Shareholders hereby agree to take any and all action necessary so as to cause the Purchaser Director to be appointed to the executive committee of the Board, should one exist. The Company hereby agrees to take any and all action necessary so as to cause the Purchaser Director to be appointed to the executive committee of the board of directors of each Bank, should one exist.

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Section 2.04 Certain Resignations or Removals. A Purchaser Director shall immediately resign from the Board and the board of directors of each Bank if: (a) any party or parties having the right to designate and elect a director pursuant to Section 2.02 hereof requests the resignation or removal of the Purchaser Director so designated and elected, with or without cause or (b) such Purchaser Director is no longer entitled to be a director pursuant to Section 2.02 hereof. In either case, if such Purchaser Director fails to resign from the Board or the board of directors of each Bank, the Purchaser or Existing Shareholders shall have the right to cause the Company to call a special meeting of shareholders for the purpose of removing such Purchaser Director from the Board, the Purchaser and each Existing Shareholder shall vote all of their respective Shares entitled to vote at such meeting in favor of the removal of such Purchaser Director, and the Company shall execute a consent to remove such Purchaser Director from the board of directors of each Bank.

Section 2.05 Filling Vacancies. In the event of a Purchaser Director’s resignation, death, removal or disqualification, the party who had the right to designate such Purchaser Director pursuant to Section 2.02 hereof shall promptly designate a new Purchaser Director and, after written notice of the designation has been given by such party to each of the parties hereto, the Purchaser and each Existing Shareholder shall vote their respective Shares to elect such nominee to the Board, and the Company shall execute a consent to elect such nominee to the board of directors of each Bank.

Section 2.06 No Liability for Election of Purchaser Director. Neither the Company, the Purchaser, the Existing Shareholders, nor any officer, director, shareholder, partner, member, employee or agent of such party, makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board or the board of directors of either bank by virtue of such party’s execution of this Agreement or by the act of such party in voting for such designee pursuant to this Agreement.

Section 2.07 Conflicts of Interest.

(a) The Existing Shareholders and the Company recognize that the Purchaser, its Affiliates and the Purchaser Director elected or appointed to the Board or the board of directors of each Bank (or any committee thereof) by the Purchaser: (i) have participated, directly or indirectly, and will continue to participate in venture capital and other direct investments in corporations, partnerships, joint ventures, limited liability companies and other Persons and other similar transactions, (ii) may have interests in, participate with, aid and maintain seats on the board of directors of other such entities and (iii) may develop opportunities for such entities. The Existing Shareholders and the Company acknowledge that the Purchaser Director elected or appointed by the Purchaser to the Board or the board of directors of each Bank (or any committee thereof) may encounter business opportunities that the Company, its shareholders, or each Bank may desire to pursue, and that such opportunities may include, but shall not be limited to, identifying, pursuing and investing in entities, engaging broker-dealers and investment banking firms to perform certain services including, but not limited to, acting as underwriters or placement agents in securities offerings and obtaining investment funds from institutional and private shareholders or others.

(b) The Existing Shareholders and the Company agree that the Purchaser and the Purchaser Director elected or appointed by the Purchaser to the Board or the board of directors of each Bank (or any committee thereof) shall have no obligation to the Company or either Bank, the Existing Shareholders, or to any other Person to present any such business opportunity to the Company or either Bank before presenting and/or developing such opportunity with any other Persons, other than such opportunities presented to any such director for the Company’s or either Bank’s benefit in his or her capacity as a director of the Company or either Bank.

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Section 2.08 No Limitation on Other Voting Rights. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict the Purchaser from acting in its sole discretion on any matter other than those referred to in this Agreement.

ARTICLE III.

LOCK-UP; APPROVAL OF STOCK PURCHASE AGREEMENT

Section 3.01 Restriction on Transfer; Term. The Existing Shareholders who are currently officers and directors of the Company and identified on Schedule II attached hereto hereby agree with the Company that they will not offer, sell, contract to sell, assign, transfer, hypothecate, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any Affiliate of the Company or any person in privity with the Company or any Affiliate of the Company), directly or indirectly, any of their shares of Common Stock from the period commencing on the date hereof and expiring on the one-year anniversary of the Initial Closing Date (as defined in the Stock Purchase Agreement) (the “Restricted Period”).

Section 3.02 Ownership. During the Restricted Period, the Existing Shareholders who are currently officers and directors of the Company and identified on Schedule II shall retain all rights of ownership in the Common Stock, including, without limitation, voting rights and the right to receive any dividends, if any, that may be declared in respect thereof.

Section 3.03 Approval of Directors. Each of the Existing Shareholders hereby agrees that at any meeting of the Company’s shareholders at which the Stock Purchase Agreement or the transactions set forth therein are proposed for approval by the Company’s shareholders, or any written consent regarding the same is solicited from the Company’s shareholders, the Existing Shareholders shall vote or act with respect to all of their Shares so as to vote in favor of approving the Stock Purchase Agreement and the transactions set forth therein. The directors of the Company agree that they shall be bound by Section 4.04 of the Stock Purchase Agreement when acting in their capacity as directors.

ARTICLE IV.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS; CONDITIONS

Section 4.01 Ownership, Authority, Etc. Each Existing Shareholder represents and warrants that: (a) such Existing Shareholder now owns its Shareholder Shares, free and clear of all liens and encumbrances, and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement relating to its Shareholder Shares and (b) such Existing Shareholder has full power and capacity to execute, deliver and perform this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of, such Existing Shareholder.

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Section 4.02 No Voting or Conflicting Agreements. No Existing Shareholder, nor any of its respective Affiliates, shall: (a) except as contemplated by Section 4.03 hereof, grant any proxy, (b) enter into or agree to be bound by any voting trust, (c) enter into any shareholder agreements or arrangements of any kind with any Person that is not a Party to this Agreement (whether or not such agreements or arrangements are with other shareholders of the Company that are not a Party to this Agreement) or (d) act, for any reason, as a member of a group or in concert with any other Persons in any manner which is inconsistent with the provisions of this Agreement.

Section 4.03 Covenant to Vote. The Purchaser and each Existing Shareholder shall appear in person or by proxy at any annual or special meeting of the Company’s shareholders for the purpose of obtaining a quorum, and shall vote their Shares upon any matter submitted to the Company’s shareholders in a manner not inconsistent or in conflict with, and to implement, the terms of this Agreement and the Stock Purchase Agreement. In the event of an annual or special meeting of the Company’s shareholders called for the purpose of voting on the election of directors, the Purchaser and each Existing Shareholder shall vote their Shares, either in person or by proxy, in favor of the election of directors nominated in accordance with Section 2.02 hereof.

Section 4.04 Covenants of the Company.

(a) The Company agrees to use its best efforts to ensure that the rights granted hereunder are effective and that the Parties hereto enjoy the benefits thereof. Such actions include, without limitation, the use of the Company’s best efforts to cause the designation and election of the directors as provided under Section 2.02 hereof. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary, appropriate or reasonably requested by either: (i) the holders of a majority of the Purchaser Shares then outstanding in order to protect the rights of the Purchasers hereunder against impairment or (ii) the holders of a majority of the Shareholder Shares then outstanding in order to protect the rights of the Existing Shareholders against impairment.

(b) The Company, by its execution hereof, agrees that it will cause the certificates evidencing the shares of the Company’s capital stock subject to this Agreement to bear the legend required by Section 4.05 hereof, and that it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing shares of the Company’s capital stock subject to this Agreement upon such holder’s written request to the Company. The parties hereto agree, however, that the Company’s failure to cause the certificates evidencing the shares of the Company’s capital stock subject to this Agreement to bear the legend required by Section 4.05 hereof and/or to supply, free of charge, a copy of this Agreement as provided under this Section 4.04, shall not affect the validity or enforcement of this Agreement.

Section 4.05 Legend on Share Certificates. Each certificate representing any shares of the Company’s capital stock subject to this Agreement, and any certificates representing shares of the Company’s capital stock which may be issued in the future to Existing Shareholders or to the Purchaser, shall be endorsed by the Company with a legend reading substantially as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”

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Section 4.06 Regulatory Approvals. This Agreement is subject to the parties receiving all necessary approvals, consents or non-objections from the regulatory authorities on such terms and conditions reasonably satisfactory to the parties.

ARTICLE V.

MISCELLANEOUS

Section 5.01 Term. This Agreement shall terminate and be of no further force or effect upon the earliest to occur of (a) a Qualified Public Offering (as defined in Section 5.12 hereof), (b) the date as of which the Parties hereto terminate this Agreement by the written consent of (i) the Purchaser and (ii) the holders of a majority of the Shareholder Shares then outstanding, (c) both the Subsequent Closing (as defined in the Stock Purchase Agreement) not occurring due to a failure of the conditions to closing set forth in Section 6.04(a) or (b) of the Stock Purchase Agreement and the Purchaser not having appointed a director pursuant to Section 5.02 of the Stock Purchase Agreement, and (d) the twenty-fifth anniversary from the effective date hereof.

Section 5.02 Entire Agreement. This Agreement, together with the Schedules hereto, the Stock Purchase Agreement and any certificates, documents, instruments and writings that are delivered pursuant thereto, constitute the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof. There are no third party beneficiaries having rights under or with respect to this Agreement.

Section 5.03 Binding Effect; New Shareholders; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties, their respective heirs, successors and assigns. This Agreement, and the rights and obligations of the Purchaser hereunder, may (but are not required to) be assigned by the Purchaser to any Person to which Purchaser Shares are transferred in accordance with this Agreement by the Purchaser, and following any such transfer, “Purchaser” (as used in this Agreement) shall be deemed to include such transferee (and any rights or obligations that the Purchaser may have under this agreement shall be exercised by a majority of such Persons that constitute the “Purchaser”). If Purchaser does not elect to transfer its rights and obligations hereunder in connection with any transfer of Purchaser Shares, such transferee shall be deemed to be an “Existing Shareholder” for the purposes of this Agreement. This Agreement, and the rights and obligations of the Existing Shareholders hereunder, shall be transferred to any Person to which Shareholder Shares are transferred in accordance with this Agreement by an Existing Shareholder and, notwithstanding anything to the contrary in this Agreement, no transfer of Shareholder Shares (other than any acquisition of such shares by the Purchaser) by any Existing Shareholder shall be effective unless the transferee shall have executed and delivered an Adoption Agreement substantially in the form attached hereto as Exhibit A.

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Section 5.04 Notices. All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and shall be given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, as follows (or to such other address as any party may give in a notice given in accordance with the provisions hereof):

If to the Purchaser:

Bank Opportunity Fund I LLC

1826 Jefferson Place, NW

Washington, DC 20036

Phone: 202-822-8117

Fax: 202-775-8365

Attn: Joseph Thomas

with a copy to (which does not constitute notice):

Perry & Associates PLLC

1826 Jefferson Place, NW

Washington, DC 20036

Phone: (202) 822-8117

Fax: (202) 775-8365

Attn: Richard J. Perry, Jr.

If to the Company:

Middlefield Banc Corp.

15985 East High Street

Middlefield, Ohio 44062

Phone: 440-632-1666

Fax: 440-632-1700

Attn: Thomas G. Caldwell

with a copy to (which does not constitute notice):

Grady & Associates

20950 Center Ridge Road

Suite 100

Rocky River, Ohio 44116

Phone: (440) 356-7255

Fax: (440) 356-7254

Attn: Francis X. Grady

All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the fifth business day after being deposited in the United States mail, (iii) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective.

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Section 5.05 Specific Performance; Remedies. Each party acknowledges and agrees that the other parties would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.

Section 5.06 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice of law principles.

Section 5.07 Amendments. Other than with respect to amendments to Schedule I hereto, which may be amended by the Company to reflect Existing Shareholders or permitted transfers, this Agreement may not be amended or modified without the written consent of the Company, the holders of at least a majority of the Purchaser Shares then outstanding and by the holders of at least a majority of the Shareholder Shares then outstanding.

Section 5.08 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

Section 5.09 Counterparts; Effectiveness. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. For purposes of determining whether a party has signed this Agreement or any document contemplated hereby or any amendment or waiver hereof, only a handwritten original signature on a paper document or a facsimile copy of such a handwritten original signature shall constitute a signature, notwithstanding any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.

Section 5.10 Aggregation of Stock. All shares of Common Stock owned or acquired by the Purchaser or its Affiliated entities or persons (assuming full conversion, exchange and exercise of all convertible, exchangeable and exercisable securities into Common Stock) shall be aggregated together for the purpose of determining the availability of any right under this Agreement.

Section 5.11 Incorporation of Exhibits and Schedules. The exhibits and schedules identified in this Agreement are incorporated by reference herein and made a part hereof.

Section 5.12 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

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“Affiliate” of a Person means any Person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such other Person. For purposes of this definition, the term “control” (including “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Person” means any individual, firm, corporation, company, partnership, trust, incorporated or unincorporated association, limited liability company, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any heir, successor (by merger or otherwise), or assign of any such individual or entity.

“Qualified Public Offering” shall mean a firm commitment underwritten public offering pursuant to a registration statement filed with the Securities and Exchange Commission and declared effective under the Securities Act of 1933, as amended, that results in net cash proceeds to the Company (after deducting applicable underwriting discounts and commissions) of not less than $25 million in the aggregate.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date 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 I LLC
By:	Bank Acquisitions LLC, its managing member
By:	/s/ Richard J. Perry, Jr.
Name:	Richard J. Perry, Jr.
Title:	Managing Member

[Signature Page to Amended and Restated Purchaser’s Rights and Voting Agreement]

EXISTING SHAREHOLDERS:

Thomas G. Caldwell

Richard T. Coyne

James R. Heslop, II

Eric W. Hummel

Kenneth E. Jones

James J. McCaskey

William J. Skidmore

Robert W. Toth

Carolyn J. Turk

Jay P. Giles

Donald L. Stacy

Teresa M. Hetrick

Alfred F. Thompson, Jr.

[Signature Page to Amended and Restated Purchaser’s Rights and Voting Agreement]

SCHEDULE I

EXISTING SHAREHOLDERS

SHAREHOLDER NAME	SHARES OF COMMON STOCK
Directors
Thomas G. Caldwell Director, President, and Chief Executive Officer	14,042
Richard T. Coyne Director and Chairman of the Board	6,044
James R. Heslop, II Director, Executive Vice President, and Chief Operating Officer	5,588
Eric W. Hummel Director	3,226
Kenneth E. Jones Director	5,888
James J. McCaskey Director	2,269
William J. Skidmore Director	3,887
Robert W. Toth Director	16,839
Carolyn J. Turk Director	8,962
Officers
Jay P. Giles Senior Vice President and Senior Loan Officer	1,537
Donald L. Stacy CFO and Treasurer	2,141
Teresa M. Hetrick Senior Vice President — Operations/Administration	207
Alfred F. Thompson, Jr. Vice President/Loan Administration	268

SCHEDULE II

EXISTING SHAREHOLDERS SUBJECT TO ARTICLE III

SHAREHOLDER NAME	SHARES OF COMMON STOCK
Directors
Thomas G. Caldwell Director, President, and Chief Executive Officer	14,042
Richard T. Coyne Director and Chairman of the Board	6,044
James R. Heslop, II Director, Executive Vice President, and Chief Operating Officer	5,588
Eric W. Hummel Director	3,226
Kenneth E. Jones Director	5,888
James J. McCaskey Director	2,269
William J. Skidmore Director	3,887
Robert W. Toth Director	16,839
Carolyn J. Turk Director	8,962
Officers
Jay P. Giles Senior Vice President and Senior Loan Officer	1,537
Donald L. Stacy CFO and Treasurer	2,141
Teresa M. Hetrick Senior Vice President — Operations/Administration	207
Alfred F. Thompson, Jr. Vice President/Loan Administration	268

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Amended and Restated Purchaser’s Rights and Voting Agreement dated as of April     , 2012 (the “Agreement”) by and among the Company, Bank Opportunity Fund LLC and certain of the Company’s shareholders. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Transferee agrees as follows:

(a) Acknowledgment. The Transferee acknowledges that the Transferee is acquiring certain shares of the capital stock of the Company (the “Stock”), subject to the terms and conditions of the Agreement.

(b) Agreement. The Transferee: (i) agrees that the Stock acquired by the Transferee, and any Stock acquired by the Transferee in the future, shall be bound by and subject to the terms of the Agreement, and (ii) hereby adopts the Agreement with the same force and effect as if the Transferee were originally a party thereto.

(c) Notice. Any notice required or permitted by the Agreement shall be given to the Transferee at the address listed beside the Transferee’s signature below.

EXECUTED AND DATED this     day of             ,         .

TRANSFEREE:

Name:

Title:

Address:

Facsimile:

Accepted and Agreed:

MIDDLEFIELD BANC CORP.

By:

Name:

Title: