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Follow on Google News | Letter to Orange County Business Bank from Shareholders Representing 13.48% of OCBB Common StockBy: Commerce Street Investment Management February 24, 2015 Ms. Elaine Crouch Corporate Secretary Orange County Business Bank Dear Ms. Crouch: The undersigned write to invoke their collective and individual rights as shareholders of Orange County Business Bank (hereinafter referred to as the “Bank” or “Corporation”) The purpose of this correspondence is to formally request certain information from the Bank pursuant to the Bank’s Articles and Bylaws. The undersigned are entitled to make these requests as they are holders in aggregate of 636,782 shares, representing 13.48% of the Bank’s common equity entitled to cast votes at the annual meeting of shareholders. The first request concerns Article VII of the Bylaws entitled “AMENDMENTS.” First Request: Please provide to Service Equity Partners, LP (“SEP”) copies of any amendments to the Articles and Bylaws since August 1, 2006 which were proposed, and indicate whether these amendments were adopted or rejected by the Bank’s Board. If there were no amendments proposed and therefore, none adopted, please provide us with this information as the last versions of the Articles and Bylaws were provided as an attachment to the SEP Correspondence. If you determine not to provide the requested information, then the undersigned formally invokes the rights provided under Article VI, Section 6.2 entitled “INSPECTION OF BYLAWS.” For the purpose of this request and pursuant to Article VI, Section 6.1(d), the undersigned designate Mark R. Ruh as their agent for the purpose of inspection and copying of the Bylaws as amended to date. Second Request: This request is made pursuant to the “absolute right” granted to the Bank’s shareholders in Article VI of the Bylaws entitled “OTHER PROVISIONS.” If the timely provision of a copy of the Shareholders List should prove an inconvenience to the Corporation, then the undersigned invoke their right to receive a copy of the list from the Bank’s transfer agent pursuant to the provisions of Article VI, Section 6.1(a) (ii). We will take every reasonable step to work with the transfer agent to obtain the list even though “[t]he corporation shall have a responsibility to cause the transfer agent to comply with this Section 6.1.” To avoid any delay or misunderstanding, please provide the name and contact information for the transfer agent and a copy of the Corporation’ Third Request: In addition, pursuant to Section 6.1(b) and Section 6.1(c), this correspondence shall constitute a written demand and notice to inspect the Shareholders List as provided in Section 6.1(b) and the “accounting books and records and minutes of the proceedings of the shareholders and the board and committees of the board shall be open to inspection upon written demand on the corporation by any shareholder… Should you have any questions regarding these requests for information, or wish to dispute the rights to provide the undersigned shareholders with the requested information, please contact Mr. Thomas J. Lykos, Jr. (at TLykos@CStreetInv.com). Otherwise, please inform Mr. Mark R. Ruh (at MRuh@CStreetInv.com) of the date the Shareholders List will be provided and a mutually convenient date, time and representative of the Bank with whom he can inspect the other requested documents as provided by the Bylaws. Sincerely, Mark R. Ruh, Managing Director & Thomas J. Lykos, Managing Director & General Counsel Commerce Street Investment Management/ Service Equity Partners, LP Raju Shah Craton Capital Management, LLC/ Craton Capital LP Brad L. Champlin Former Director, Orange County Business Bank Allan T. Gibson Former EVP & Chief Operating Officer, Orange County Business Bank Greg Savino Former EVP & Chief Credit Officer, Orange County Business Bank Floyd Briney [Note: Five additional OCBB shareholders signed the letter sent on February 24, 2015.] End
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