Exhibit 10.1


 


EXECUTION


COPY            


 


AMENDMENT
NO. 2 TO SECURITIES PURCHASE AGREEMENT


 


This AMENDMENT NO. 2 TO  SECURITIES PURCHASE AGREEMENT (this “Amendment”) dated as of May 26, 2010,
is by and between MISSION COMMUNITY BANCORP, a California corporation (the “Company”), and CARPENTER FUND MANAGER GP,
LLC (the “Manager”) on behalf of and as General
Partner of each of the following investment-related limited partnerships:
Carpenter Community BancFund, L.P.; Carpenter Community BancFund-A, L.P.; and
Carpenter Community BancFund-CA, L.P. (collectively, the “Investors”),
and amends that Securities
Purchase Agreement by and between the Company and the Manager dated as December 22,
2009, as previously amended effective March 17, 2010 (the “Agreement”).


 


RECITALS


 


WHEREAS, the Agreement provides that the Company shall
sell to the Investors, and the Manager shall cause the Investors to purchase
from the Company, an aggregate of $5.2 million shares of Common Stock and
Warrants at the Second Closing; and


 


WHEREAS, the Manager and the Company now wish to amend
the Agreement to instead provide that the Manager shall cause the Investors to
purchase an aggregate of $15.0 million of Common Stock and Warrants at the
Second Closing and, in connection therewith, to change certain of the terms and
conditions of such investment and to amend the terms of both the Warrants
previously issued to the Investors at the First Closing (the “Existing Warrants”)
and any other Warrants that may be issued under the Agreement to provide that
such Warrants are exercisable for up to five years, rather than 10 years.


 


NOW THEREFORE, in consideration of the foregoing, the
mutual covenants in this Amendment and the Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


AGREEMENT


 


1.  Amendments.


 


(a)  Section 2(c) of the Agreement is
amended and restated in its entirety to read as follows:


 


(c)  Additional
Purchase and Sale.  Following the First
Closing, the Investors shall purchase from the Company, and the Company shall
sell to each of the Investors, on the terms and subject to the conditions set
forth herein, that number of shares of Common Stock and Warrants to purchase
Common Stock set forth opposite the Investors’ names on Schedule 1 for
the Subscription Amounts set forth therein.


 


(b)  Section 2(d) of the Agreement is
amended and restated in its entirety to read as follows:


 


(d)  Second
Closing.  Subject to the satisfaction
or waiver of the conditions set forth in Section 7, the closing of
the purchase of the Securities pursuant to Section 2(c) (the “Second Closing”),
if any, will occur at the San Francisco, California office of Bingham McCutchen
LLP on June 15, 2010 or such other date that the parties may agree.  The day that the Second Closing occurs is the
“Second Closing Date.”


 


(c)  Section 3(x) of the Agreement is
deleted in its entirety.


 


(d)  Section 5(a)(i) of the Agreement
is amended and restated in its entirety to read as follows:


 


(i)  A certificate
of a senior officer of the Company on its behalf to the effect that (A) the
representations and warranties of the Company in Section 3 are true
and correct on and as of the Closing Date as if made on such date, except for
representations and warranties made as of a


 

















 


specified date, which will be true and correct as of
such specified date, and except, in all cases, as would not result in a
Material Adverse Change, (B) the conditions set forth in Sections 7(a)(ii) and
(iii), 7(b)(i)-(iv), (vii), and  (ix) have been satisfied in all
material respects and (C) the Company has complied in all material
respects with its obligations hereunder that are required to be complied with
by it at or prior to the Closing;


 


(3)  Section 7(a)(iii) of the Agreement
is amended and restated its entirety to read as follows;


 


(iii) The Company
shall have received the written opinion, of a nationally recognized investment
banking firm and in a form which are acceptable to Company and the Manager, in
their sole discretion, that the terms of the Company’s sale of the Securities
under this Agreement, as amended and in effect as of the applicable Closing
Date, are fair to shareholders from a financial point of view.


 


(e)  Section 7(b)(x) of the Agreement
is amended and restated in its entirety to read as follows: “(x) Reserved.”


 


(f)  Section 9(q) of the Agreement is
amended and restated in its entirety to reads as follows:


 


(q)  Use
of Proceeds.  Prior to transfer of
the proceeds from the sale of Securities at the First Closing or the Second
Closing to the Bank or any other party, the Company shall seek and obtain the
consent of the Manager regarding the use of such proceeds, which shall not be
unreasonably withheld.  The Company acknowledges that money damages and/or
the indemnification provided hereunder would be both incalculable and
insufficient remedies for any breach of this Section 9(q), and that
any such breach would cause irreparable harm. 
Accordingly, in the event of any breach or threatened breach of this Section 9(q),
the Manager and the Investors, in addition to any other remedies available
under this Agreement or at law or in equity that they may have, shall be
entitled, without the requirement of posting a bond or other security, to
equitable relief, including injunctive relief and specific performance.


 


(g)  Schedule 1 to the Agreement is hereby
amended and restated in its entirety as set forth in Annex A to this
Amendment.


 


(h)  Section 3
of the Form of Warrant included as Exhibit A to the Agreement
is hereby amended to change the reference to the “tenth anniversary of the
Issue Date” to instead refer to “fifth anniversary of the Issue Date.”  The purpose of this amendment is to reduce
the term during which Warrants are exercisable from 10 years to five years.


 


2.  Modification of Existing
Warrants.   On the date of
this Amendment the Manager, on behalf of each of the Investors, and the Company
shall enter into a Warrant Modification Agreements in the form of Annex B  to this Agreement with respect to each of the
Existing Warrants.


 


3.  Miscellaneous.


 


(a)  Representations and Warranties.  Each of the parties hereto represents and
warrants to the other that (i) such party has all necessary power and
authority to execute and deliver this Amendment, (ii) this Amendment has
been duly and validly executed and delivered by such party, and (iii) assuming
the due authorization, execution and delivery of this Amendment by the other
party, this Amendment constitutes the valid, binding agreement of such party, enforceable
against such party in accordance with its terms.


 


(b)  No Other Amendments.  Except as expressly amended hereby, all of
the terms and conditions of the Agreement shall continue in full force and
effect.


 


2

















 


(c)  No Waiver.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
either party under the Agreement or any provision thereof, and each party
expressly reserves all such rights, power and remedies.


 


(d)  Interpretation.  The section headings contained in this
Amendment are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Amendment.  Capitalized terms not defined in this
Amendment shall have the meanings ascribed to them in the Agreement.


 


(e)  Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed and delivered as of the date first above written.


 


 


	
   

  	
  MISSION COMMUNITY BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anita M. Robinson

  
	
   

  	
   

  	
  Anita M. Robinson,

  
	
   

  	
   

  	
  President and Chief Executive Officer

  



 


 


	
   

  	
  CARPENTER FUND MANAGER GP,
  LLC,

  ON BEHALF OF, AND AS THE GENERAL PARTNER OF: 

  CARPENTER COMMUNITY BANCFUND, L.P., CARPENTER

  COMMUNITY BANCFUND-A, L.P. AND CARPENTER COMMUNITY BANCFUND-CA, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Flemming

  
	
   

  	
  Name:

  	
  John D. Flemming

  
	
   

  	
  Title:

  	
  Managing Member

  



 


3

















 


Annex A to Amendment No. 2
to Securities Purchase Agreement


 


Schedule 1


 


First Closing:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Aggregate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Purchase
  Price

  	
   

  
	
   

  	
   

  	
  Number
  of

  	
   

  	
  Number
  of

  	
   

  	
  for
  the Securities

  	
   

  
	
  Investor

  	
   

  	
  Purchased
  Shares

  	
   

  	
  Warrant
  Shares

  	
   

  	
  (Subscription
  Price)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carpenter Community
  BancFund, L.P.

  	
   

  	
  62,104

  	
   

  	
  65,078

  	
   

  	
  $

  	
  325,390.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carpenter Community
  BancFund-A, L.P

  	
   

  	
  1,851,055

  	
   

  	
  1,851,668

  	
   

  	
  $

  	
  9,258,340.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carpenter Community
  BancFund-CA, L.P.

  	
   

  	
  86,841

  	
   

  	
  83,254

  	
   

  	
  $

  	
  416,270.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  2,000,000

  	
   

  	
  2,000,000

  	
   

  	
  $

  	
  10,000,000.00

  	
   

  



 


Securities that may purchased at the Second
Closing:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Aggregate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Purchase
  Price

  	
   

  
	
   

  	
   

  	
  Number
  of

  	
   

  	
  Number
  of

  	
   

  	
  for
  the Securities

  	
   

  
	
  Investor

  	
   

  	
  Purchased
  Shares

  	
   

  	
  Warrant
  Shares

  	
   

  	
  (Subscription
  Price)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carpenter Community
  BancFund, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carpenter Community
  BancFund-A, L.P

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carpenter Community
  BancFund-CA, L.P.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  3,000,000

  	
   

  	
  3,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
									



 

















 


Annex B to Amendment No. 2
to Securities Purchase Agreement


 


FORM OF


WARRANT MODIFICATION AGREEMENT


 


This
WARRANT MODIFICATION AGREEMENT (the “Agreement”),
dated as of May     , 2010 (the “Effective
Date”), is made pursuant to the terms of Amendment No. 2 to the
Securities Purchase Agreement made by and between Mission Community Bancorp, a
California corporation (the “Company”),
and Carpenter Fund Manager GP, LLC (the “Manager”) and
supplements and amends that Warrant to purchase                   
shares of common stock of the Company issued to Carpenter Community BancFund      ,
L.P.[-A][-CA] (the “Holder”) on April 27,
2010 (the “Warrant”).


 


WHEREAS,
the Company and the Holder desire to amend certain terms of the Warrant by
means of this Agreement to reduce the length of the term during which the
Warrant may be exercise from 10 years to five years; and


 


WHEREAS,
pursuant to the terms of Section 19 of the Warrant, the Company and the
Holder have the power to amend and modify the terms of the Warrant.


 


NOW,
THEREFORE, in consideration of the above premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and the Holder hereby agree as follows:


 


1. Definitions;
Interpretation. Unless otherwise defined herein, all capitalized terms used
herein and defined in the Warrant shall have the respective meanings given to
those terms in the Warrant.


 


2. Amendment to
Warrant Agreement and Warrant Certificate(s). The Company and the Holder
hereby agree that Section 3 of the Existing Warrant is hereby amend to
change the reference to the “tenth anniversary of the Issue Date” to instead
refer to the “fifth anniversary of the Issue Date.”  The purpose of this amendment is to reduce
the term during which the warrant is exercisable by the Holder from 10 years to
five years.


 


3. Effect of
Agreement. This Agreement shall become effective upon the Effective
Date.  Except as explicitly amended
above, the Warrant shall remain in full force and effect.


 


4. Headings.
Headings in this Agreement are for convenience of reference only and are not
part of the substance hereof.


 


5. Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California without reference to conflicts of law
rules.


 


6. Counterparts.
This Agreement may be executed in any number of identical counterparts, any set
of which signed by all of the parties hereto shall be deemed to constitute a
complete, executed original for all purposes.


 


[Signatures on
Next Page]


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.


 


	
  “COMPANY”

  	
   

  
	
   

  	
   

  
	
  MISSION COMMUNITY BANCORP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Anita
  M. Robinson

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  President
  and Chief Executive Officer

  	
   

  



 


	
  “HOLDER”

  	
   

  
	
   

  	
   

  
	
  CARPENTER FUND MANAGER GP,
  LLC,

  	
   

  
	
  ON BEHALF OF, AND AS THE
  GENERAL PARTNER OF  

  	
   

  
	
  CARPENTER COMMUNITY
  BANCFUND      , L.P.[-A][-CA]

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
  (Print)

  	
   

  
	
  Title:

  	
  Managing Member