Common use of Banking Operations Clause in Contracts

Banking Operations. (a) After the Effective Date, Middleburg Bank, Middleburg, Virginia (“Middleburg Bank”), the wholly owned subsidiary of Middleburg, shall merge with and into Access National Bank, Reston, Virginia (“Access Bank”), the wholly owned subsidiary of Access (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) (the “Bank Merger Agreement”), the separate existence of Middleburg Bank shall cease and Access Bank shall survive and continue to exist as a national banking association organized under the laws of the United States. Access may at any time change the method or timing of effecting the combination of Middleburg Bank and Access Bank (including, without limitation, the provisions of this Section 1.5(a) of the Agreement) if and to the extent Access deems such changes necessary, appropriate or desirable for any reason in its discretion; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided, further, that Access shall provide Middleburg with seven days’ prior written notice of such change and the reasons therefor. (b) Prior to the Effective Date, Access, Access Bank, Middleburg and Middleburg Bank shall take all actions necessary to effectuate the following: (i) The officers and directors of Access Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(i) of the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein; and (ii) The officers and directors of Middleburg Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(ii) of the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein. (c) The officers and directors of Access Bank immediately prior to the effective date of the Bank Merger shall continue to serve as officers and directors of Access Bank after the effective date of the Bank Merger. (d) Section 1.5(d) of the Disclosure Letter of Access contains a list of the branch offices of Middleburg Bank that shall be operated by the Continuing Corporation upon the Effective Date, subject to the opening or closing of any branch offices that may be authorized by federal and state banking regulators. After the Effective Date, the Continuing Corporation shall initially operate the branch offices listed in Section 1.5(d) of the Disclosure Letter of Access under the name and logo of Middleburg Bank that are used on the date of this Agreement (with any change to the use of such name or logo after the Effective Date to require a majority vote of the Board of Directors of the Continuing Corporation), subject to any changes required to comply with applicable federal or state banking regulations or requested by any Governmental Authority.

Banking Operations. (a) After the Effective Date, Middleburg BankEVB, MiddleburgTappahannock, Virginia (“Middleburg BankEVB”), the wholly owned subsidiary of MiddleburgEVBS, shall merge with and into Access National BankSonabank, RestonMcLean, Virginia (“Access BankSonabank”), the wholly owned subsidiary of Access SONA (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) (the “Bank Merger Agreement”), ) and the separate existence of Middleburg Bank EVB shall cease and Access Bank Sonabank shall survive and continue to exist as a national banking association state chartered bank organized under the laws of the United StatesCommonwealth of Virginia and with its headquarters and principal executive offices in Richmond, Virginia. Access SONA may at any time change the method or timing of effecting the combination of Middleburg Bank EVB and Access Bank Sonabank (including, without limitation, the provisions of this Section 1.5(a) of the Agreement)) if and to the extent Access deems S▇▇▇ ▇▇▇▇▇ such changes necessary, appropriate or desirable for any reason in its discretion; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided, further, that Access SONA shall provide Middleburg EVBS with seven five days’ prior written notice of such change and the reasons therefor. (b) Prior to The Board of Directors of SONA (as the Effective Date, Access, Access Bank, Middleburg and Middleburg Bank sole shareholder of Sonabank) shall take all actions necessary to effectuate cause the following: (i) The officers and number of directors that will comprise the full Board of Access Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(i) Directors of the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein; and (ii) The officers and directors of Middleburg Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(ii) of the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein. (c) The officers and directors of Access Bank immediately prior to Sonabank after the effective date of the Bank Merger to be fixed at eleven (11), consisting of (i) six (6) current Sonabank directors designated by SONA, including (A) the current Chief Executive Officer and Chairman of the Board of Directors of Sonabank and (B) the current President and Vice Chairman of the Board of Directors of Sonabank (the “Sonabank Directors”), and (ii) the five (5) EVB directors (the “EVB Directors”) and one (1) observer to the Board of Directors of Sonabank designated by EVB and set forth on Section 1.5(b) of the Disclosure Letter of EVBS. No other directors of Sonabank or EVB shall be designated to serve on the Board of Directors of Sonabank after the effective date of the Bank Merger. The Sonabank Directors and EVB Directors will be split among the three classes of directors to serve staggered terms as set forth on Section 1.5(b) of the Disclosure Letter of SONA. Provided that each EVB Director continues to meet the standards for directors of Sonabank, SONA (as the sole shareholder of Sonabank) shall nominate each EVB Director for reelection to the Board of Directors of Sonabank upon expiration of his or her term. (c) Subject to and in accordance with the articles of incorporation and bylaws of Sonabank, effective as of the effective date of the Bank Merger, (i) M▇. ▇▇▇▇▇▇▇ ▇. Derrico will continue to serve as Executive Chairman of the Board of Directors of Sonabank, (ii) Mr. R. R▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will continue to serve as Executive Vice Chairman of the Board of Directors of Sonabank, (iii) M▇. ▇▇▇ ▇. Shearin will serve as President and Chief Executive Officer of Sonabank and (iv) the persons set forth on Section 1.5(c) of the Disclosure Letter of SONA and in such positions specified therein, shall serve as the other officers of Sonabank from and directors of Access Bank after the effective date of the Bank Merger. (d) Section 1.5(d) of the Disclosure Letter of Access SONA contains a list of the branch offices of Middleburg Bank EVB that shall be operated by the Continuing Corporation upon the Effective Date, subject to the opening or closing of any branch offices that may be authorized by federal and state banking regulators. After the Effective Date, the Continuing Corporation shall initially operate the branch offices listed in Section 1.5(d) of the Disclosure Letter of Access SONA under the name and logo of Middleburg Bank EVB that are used on the date of this Agreement (with any change to the use of such name or logo after the Effective Date to require a majority vote of the Board of Directors of the Continuing Corporation), subject to any changes required to comply with applicable federal or state banking regulations or requested by any Governmental AuthorityAuthority (as defined herein).

Banking Operations. (a) After the Effective DateTime, Middleburg Access National Bank, Middleburg, Virginia (“Middleburg Bank”), the a national banking association and wholly owned subsidiary of MiddleburgANCX (“Access National Bank”), shall merge with and into Access National BankUnion Bank & Trust, Reston, a Virginia (“Access Bank”), the chartered bank and wholly owned subsidiary of Access UBSH (“Union Bank”) (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) D (the “Bank Merger Agreement”), ) and the separate existence of Middleburg Access National Bank shall cease and Access Union Bank shall survive and continue to exist as a national banking association organized bank incorporated and chartered under the laws Laws of the United StatesCommonwealth of Virginia. Access UBSH may at any time change the method or timing of effecting the combination of Middleburg Access National Bank and Access Union Bank (including, without limitation, the provisions of this Section 1.5(a) of the Agreement) if and to the extent Access UBSH deems such changes necessary, appropriate or desirable for any reason in its discretiondiscretion (including to ensure that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code); provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this AgreementAgreement or (iv) result in the Bank Merger occurring prior to the Merger of ANCX and UBSH; and provided, further, that Access (x) UBSH shall provide Middleburg ANCX with seven five days’ prior written notice of such change and the reasons therefor, and (y) UBSH shall not make any change that would materially affect the Tax consequences to ANCX or its shareholders without the prior written consent of ANCX (such consent not to be unreasonably withheld, conditioned or delayed). (b) Prior to the Effective Date, Access, Access Bank, Middleburg and Middleburg Bank shall take all actions necessary to effectuate the following: (i) The officers and directors of Access Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(i) of the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein; and (ii) The officers and directors of Middleburg Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(ii) of the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein. (c) The officers and directors of Access Bank immediately On or prior to the effective date time of the Bank Merger, UBSH as the sole shareholder of Union Bank shall cause the ANCX Director to be appointed as a director of Union Bank as of the effective time of the Bank Merger shall continue to serve until the next annual meeting of the shareholder of Union Bank following the Effective Time. Provided that the ANCX Director continues to be eligible to serve as officers and directors of Access Bank after the effective date a director of the Bank Merger. (d) Section 1.5(d) of the Disclosure Letter of Access contains a list of the branch offices of Middleburg Bank that shall be operated by the Continuing Corporation upon the Effective DateCorporation, and subject to the opening or closing of any branch offices that may be authorized compliance by federal and state banking regulators. After the Effective Date, the Continuing Corporation shall initially operate the branch offices listed in Section 1.5(d) of the Disclosure Letter of Access under the name and logo of Middleburg Bank that are used on the date of this Agreement (with any change to the use of such name or logo after the Effective Date to require a majority vote of the Board of Directors of Union Bank with its fiduciary duties (including compliance with Union Bank’s Organizational Documents and Corporate Governance Guidelines) Union Bank shall nominate the Continuing Corporation), subject ANCX Director for reelection to any changes required to comply with applicable federal or state banking regulations or requested by any Governmental Authoritythe Board of Directors of Union Bank at the first annual meeting of the shareholder of Union Bank following the Effective Time.

Banking Operations. (a) After the Effective DateTime, Middleburg Xenith Bank, MiddleburgRichmond, Virginia (“Middleburg Xenith Bank”), the wholly owned subsidiary of MiddleburgXBKS, shall merge with and into Access National BankUnion Bank & Trust, RestonRichmond, Virginia (“Access Union Bank”), the wholly owned subsidiary of Access UBSH (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) (the “Bank Merger Agreement”), ) and the separate existence of Middleburg Xenith Bank shall cease and Access Union Bank shall survive and continue to exist as a national banking association organized bank incorporated and chartered under the laws of the United StatesCommonwealth of Virginia. Access UBSH may at any time change the method or timing of effecting the combination of Middleburg Xenith Bank and Access Union Bank (including, without limitation, the provisions of this Section 1.5(a) of the Agreement) if and to the extent Access UBSH deems such changes necessary, appropriate or desirable for any reason in its discretiondiscretion (including, without limitation, to ensure that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code); provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to qualify quality as a “reorganization” within the meaning of Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this AgreementAgreement or (iv) result in the Bank Merger occurring prior to the Merger of XBKS and UBSH; and provided, further, that Access (x) UBSH shall provide Middleburg XBKS with seven five days’ prior written notice of such change and the reasons therefor, and (y) UBSH shall not make any change that would materially affect the tax consequences to XBKS or its shareholders without the prior written consent of XBKS (such consent not to be unreasonably withheld, conditioned or delayed). (b) Prior to the Effective Date, Access, Access Bank, Middleburg and Middleburg Bank shall take all actions necessary to effectuate the following: (i) The officers and directors of Access Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(i) of the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein; and (ii) The officers and directors of Middleburg Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(ii) of the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein. (c) The officers and directors of Access Bank immediately On or prior to the effective date time of the Bank Merger, UBSH as the sole shareholder of Union Bank shall cause the XBKS Directors to be appointed as directors of Union Bank as of the effective time of the Bank Merger shall continue to serve until the next annual meeting of the shareholders of Union Bank following the Effective Time. Provided that each XBKS Director continues to be eligible to serve as officers a director of UBSH, and directors of Access Bank after the effective date of the Bank Merger. (d) Section 1.5(d) of the Disclosure Letter of Access contains a list of the branch offices of Middleburg Bank that shall be operated by the Continuing Corporation upon the Effective Date, subject to the opening or closing of any branch offices that may be authorized compliance by federal and state banking regulators. After the Effective Date, the Continuing Corporation shall initially operate the branch offices listed in Section 1.5(d) of the Disclosure Letter of Access under the name and logo of Middleburg Bank that are used on the date of this Agreement (with any change to the use of such name or logo after the Effective Date to require a majority vote of the Board of Directors of Union Bank with its fiduciary duties (including compliance with Union Bank’s Organizational Documents and Corporate Governance Guidelines) Union Bank shall nominate each XBKS Director for reelection to the Continuing Corporation), subject to any changes required to comply with applicable federal or state banking regulations or requested by any Governmental AuthorityBoard of Directors of Union Bank at the first annual meeting of the shareholder of Union Bank following the Effective Time.