Common use of Governance Matters Clause in Contracts

Governance Matters. (a) Prior to the First Closing, the Company shall take all requisite corporate action to decrease the size of the Board of Directors to eleven (11) members, including two Designated Anchor Investor Directors and the chief executive officer of the Company. The Company shall request any existing member of the Board of Directors who will not be among the eleven (11) members of the Board of Directors immediately following the First Closing to tender his conditional resignation from the Board of Directors to the Company to be effective upon the First Closing. Not less than ten (10) Business Days prior to the First Closing, (i) the Carlyle Anchor Investor shall provide to the Company the name of the Carlyle Designated Director to the Board of the Directors of the Company as well as the boards of directors of Hampton Roads and Shore (the “Bank Boards”) and the committees to which such designee is to be appointed and (ii) the Anchorage Anchor Investor shall provide to the Company the name of the Anchorage Designated Director to the Board and the Bank Boards and the committees to which such designee is to be appointed. The Company shall cause the Carlyle Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board and the Bank Boards on the First Closing Date and thereafter as long as the Carlyle Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “ Carlyle Qualifying Ownership Interest”). The Company shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor Directors”) to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Board and the Bank Boards on the First Closing Date and thereafter as long as the Anchorage Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Anchorage Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of the Designated Anchor Investor Directors to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Carlyle Anchor Investor no longer has the Carlyle Qualifying Ownership Interest or the Anchorage Anchor Investor no longer has the Anchorage Qualifying Ownership Interest, the applicable Anchor Investor that no longer has such ownership interest shall have no further rights under Sections 3.5(a), 3.5(b) and 3.5(c) and, in each case, at the written request of the Board of Directors, such Anchor Investor shall use all reasonable best efforts to cause the Designated Anchor Investor Director appointed by such Anchor Investor to resign from the Board of Directors as promptly as possible thereafter. The Board of Directors and the Bank Boards shall cause each Designated Anchor Investor Director to be appointed to the committees of the Board of Directors and the Bank Boards, as applicable, identified by the applicable Anchor Investor, so long as such Designated Anchor Investor Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member.

Governance Matters. (a) Prior to the First Closing, the Company shall take all requisite corporate action to decrease the size of the Board of Directors to eleven (11) members, including two one director designated by CapGen (the “CapGen Designated Anchor Investor Directors Director”) and the chief executive officer of the Company. The Company shall request any existing member of the Board of Directors who will not be among the eleven (11) members of the Board of Directors immediately following the First Closing to tender his conditional resignation from the Board of Directors to the Company to be effective upon the First Closing. Not less than ten (10) Business Days prior to the First Closing, (i) the Carlyle Anchor Investor CapGen shall provide to the Company the name of the Carlyle CapGen Designated Director to the Board of the Directors of the Company as well as the boards of directors of Hampton Roads and Shore (the “Bank Boards”) ), and the committees to which such designee is to be appointed and (ii) the Anchorage Anchor Investor shall provide to the Company the name of the Anchorage Designated Director to the Board of Directors and the Bank Boards and the committees to which such designee is to be appointed. The Company shall cause the Carlyle CapGen Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board and or the Bank Boards Boards, as applicable, on the First Closing Date and thereafter as long as the Carlyle Anchor Investor CapGen owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor CapGen pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “ Carlyle Qualifying Ownership Interest”). The Company shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor Directors”) to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Board and the Bank Boards on the First Closing Date and thereafter as long as the Anchorage Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Anchorage Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of the CapGen Designated Anchor Investor Directors Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Carlyle Anchor Investor CapGen no longer has the Carlyle Qualifying Ownership Interest or the Anchorage Anchor Investor no longer has the Anchorage a Qualifying Ownership Interest, the applicable Anchor Investor that no longer has such ownership interest CapGen shall have no further rights under Sections 3.5(a), 3.5(b) and 3.5(c) and, in each case, at the written request of the Board of Directors, such Anchor Investor shall use all reasonable best efforts to cause the CapGen Designated Anchor Investor Director appointed by such Anchor Investor to resign from the Board of Directors as promptly as possible thereafter. The Board of Directors and the Bank Boards shall cause each the CapGen Designated Anchor Investor Director to be appointed to the committees of the Board of Directors and the Bank Boards, as applicable, identified by the applicable Anchor InvestorCapGen, so long as such CapGen Designated Anchor Investor Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member.

Governance Matters. (a) Prior to the First Closing, the Company shall take all requisite corporate action to decrease the size of the Board of Directors to eleven (11) nine members, including two Designated Anchor Investor Directors and the chief executive officer of the Company. The Company shall request any existing member of the Board of Directors who will not be among the eleven nine (119) members of the Board of Directors immediately following the First Closing to tender his conditional resignation from the Board of Directors to the Company to be effective upon the First Closing. Not less than ten (10) Business Days prior to the First Closing, (i) the Carlyle Anchor Investor shall provide to the Company the name of the Carlyle Designated Director to the Board of the Directors of the Company as well as the boards of directors of Hampton Roads and Shore (the “Bank Boards”) and the committees to which such designee is to be appointed and (ii) the Anchorage Anchor Investor shall provide to the Company the name of the Anchorage Designated Director to the Board and the Bank Boards of Directors and the committees to which such designee is to be appointed. The Company shall cause the Carlyle Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board and the Bank Boards on the First Closing Date and thereafter as long as the Carlyle Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “ Carlyle Qualifying Ownership Interest”). The Company shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor Directors”) to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Board and the Bank Boards of Directors on the First Closing Date and thereafter as long as each of the Anchorage Anchor Investor owns Investors own in aggregate with its Affiliates 20% or more of the number of shares of Common Stock initially purchased by the Anchorage Anchor Investor pursuant to this Agreement the Transaction Documents (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Anchorage Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of the Designated Anchor Investor Directors to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Carlyle Anchor Investor Investors no longer has the Carlyle Qualifying Ownership Interest or the Anchorage Anchor Investor no longer has the Anchorage have a Qualifying Ownership Interest, the applicable Anchor Investor that no longer has such ownership interest Investors shall have no further rights under Sections 3.5(a), 3.5(b) and 3.5(c) and, in each case, at the written request of the Board of Directors, such Anchor Investor shall use all reasonable best efforts to cause the Designated Anchor Investor Director appointed by such Anchor Investor Directors to resign from the Board of Directors as promptly as possible thereafter. The Board of Directors and the Bank Boards shall cause each Designated Anchor Investor Director to be appointed to the committees of the Board of Directors and the Bank Boards, as applicable, identified by the applicable Anchor Investor, so long as such Designated Anchor Investor Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member.

Governance Matters. (a) Prior to the First Closing, the Company shall take all requisite corporate action to decrease the size of the Board of Directors to eleven (11) members, including two Designated Anchor Investor Directors and the chief executive officer of the Company. The Company shall request any existing member of the Board of Directors who will not be among the eleven (11) members of the Board of Directors immediately following the First Closing to tender his conditional resignation from the Board of Directors to the Company to be effective upon the First Closing. Not less than ten (10) Business Days prior to the First Closing, (i) the Carlyle Anchor Investor shall provide to the Company the name of the Carlyle Designated Director to the Board of the Directors of the Company as well as the boards of directors of Hampton Roads and Shore (the “Bank Boards”) and the committees to which such designee is to be appointed and (ii) the Anchorage Anchor Investor shall provide to the Company the name of the Anchorage Designated Director to the Board and the Bank Boards and the committees to which such designee is to be appointed. The Company shall cause the Carlyle Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board and the Bank Boards on the First Closing Date and thereafter as long as the Carlyle Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “ Carlyle Qualifying Ownership Interest”). The Company shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor Directors”) Representative to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and the Bank and to the approval of the Company’s and Bank’s Nominating Committees (each the “Nominating Committee”) (such approval not to be unreasonably withheld or delayed), to the Board of Directors of the Company and the Bank Boards on as soon as reasonably practical following the First Closing Date and thereafter as long as the Anchorage Anchor Investor owns in aggregate with its Affiliates 204.9% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) outstanding (the “Anchorage Qualifying Ownership Interest”). Investor shall not have or seek to have more than one representative on the Board of Directors of the Company or the Bank. The Company shall be required to recommend to its stockholders the election of the Designated Anchor Investor Directors Board Representative to the Board of Directors at all of the Company’s applicable annual meetingmeetings, subject to satisfaction of all legal and governance requirements regarding service as a director of the CompanyCompany and the Bank and to the approval of the Nominating Committees (such approval not to be unreasonably withheld or delayed). If the Carlyle Anchor Investor no longer has the Carlyle Qualifying Ownership Interest or the Anchorage Anchor Investor no longer has the Anchorage a Qualifying Ownership Interest, the applicable Anchor Investor that no longer has such ownership interest shall have no further rights under Sections 3.5(a), 3.5(b4.4(a) and 3.5(cthrough 4.4(c) and, in each case, at the written request of the Board of Directors, such Anchor Investor shall use all reasonable best efforts to cause the Designated Anchor Investor Director appointed by such Anchor Investor their Board Representative to resign from the Board Boards of Directors as promptly as possible thereafter. The Board Boards of Directors and the Bank Boards shall cause each Designated Anchor Investor Director the Board Representative to be appointed to the two committees of the Board of Directors and the Bank Boards, Boards as applicable, identified shall be selected by the applicable Anchor InvestorBoard Representative, so long as such Designated Anchor Investor Director the Board Representative qualifies to serve on such committees subject to satisfaction under the applicable rules of the NASDAQ, the SEC and the Company’s corporate governance guidelines and the charters of such committees. At all legal and governance requirements regarding times of service as a committee memberDirector, the Board Representative shall not be eligible and is strictly prohibited from being nominated, elected or appointed to serve as Chairman of the Board or as Chairman of any Board committee, so long as the Investor has a Qualifying Ownership Interest.

Governance Matters. (a) Prior to the First Closing, Parent shall adopt the Company amendment to the Bylaws of Parent provided for in Exhibit 6.14(a) hereof and the resolutions referenced therein and shall take all requisite corporate action actions necessary to decrease effect the size actions contemplated therein and to make such amended Bylaws effective as of the Effective Time. Prior to the Closing but having effect immediately following the Effective Time, the Parent Board shall adopt a resolution to fix the number of directors that will comprise the full Board of Directors of Parent immediately following the Effective Time to eleven (11) membersbe nine, including two Designated Anchor Investor Directors and having three classes of three directors each. Of the chief executive officer of the Company. The Company shall request any existing member of the Board of Directors who will not be among the eleven (11) members of the Board of Directors of Parent immediately following the First Closing to tender his conditional resignation from the Board of Directors to the Company to Effective Time, four shall be effective upon the First Closing. Not less than ten (10) Business Days prior to the First ClosingParent directors designated by Parent, (i) the Carlyle Anchor Investor and four shall provide to the Company the name of the Carlyle Designated Director to the Board of the Directors be directors of the Company as well as the boards of directors of Hampton Roads and Shore (the “Bank Boards”) and the committees to which such designee is to be appointed and (ii) the Anchorage Anchor Investor shall provide to the Company the name of the Anchorage Designated Director to the Board and the Bank Boards and the committees to which such designee is to be appointed. The Company shall cause the Carlyle Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board and the Bank Boards on the First Closing Date and thereafter as long as the Carlyle Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased designated by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “ Carlyle Qualifying Ownership Interest”). The Company shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor Directors”) to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Board and the Bank Boards on the First Closing Date and thereafter as long as the Anchorage Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Anchorage Qualifying Ownership Interest”). The Company one shall be required to recommend to its stockholders the election of the Designated Anchor Investor Directors to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal Chairman and governance requirements regarding service as a director Chief Executive Officer of the Company. If With respect to the Carlyle Anchor Investor no longer has persons to be appointed pursuant to the Carlyle Qualifying Ownership Interest or the Anchorage Anchor Investor no longer has the Anchorage Qualifying Ownership Interestpreceding sentence, the applicable Anchor Investor that no longer has such ownership interest Parent Board shall have no further rights under Sections 3.5(a), 3.5(b) and 3.5(c) and, in each case, at prior to the written request of the Board of Directors, such Anchor Investor shall use Closing take all reasonable best efforts action necessary to cause the Designated Anchor Investor Director appointed by such Anchor Investor to resign from the Board of Directors as promptly as possible thereafter. The Board of Directors and the Bank Boards shall cause each Designated Anchor Investor one Company Continuing Director to be appointed to be a Class I Director of the committees Parent Board, one Company Continuing Director to be appointed to be a Class III Director of the Parent Board, two Company Continuing Directors to be appointed to be Class II Directors of the Parent Board and Xxxxxx Xxxxxxxxx to be appointed to be a Class I Director of the Parent Board. Prior to Closing, Parent shall obtain all resignations of directors necessary to implement the terms of the foregoing sentences. No other directors or employees of Parent or the Company shall be designated to serve on the Board of Directors of Parent at the Effective Time. Each of Parent and the Bank Boards, as applicable, identified Company will ensure that at least three of the directors designated by it shall be independent for purposes of the rules and regulations of the NYSE. All of the persons designated by the applicable Anchor Investor, so long as such Designated Anchor Investor Director qualifies Company to serve on such committees subject be directors of Parent shall be appointed by Parent to satisfaction of all legal and governance requirements regarding service as a committee memberassume office immediately following the Effective Time.

Governance Matters. (a) Prior to the First At Closing, the Company shall take all requisite corporate action to decrease the size of will promptly cause the Board of Directors to eleven (11) members, including two Designated Anchor Investor Directors and the chief executive officer of the Company. The Company shall request any existing member of the Board of Directors who will not be among the eleven (11) members of the Board of Directors immediately following the First Closing to tender his conditional resignation from the Board of Directors to the Company Representative to be effective upon the First Closing. Not less than ten (10) Business Days prior to the First Closing, (i) the Carlyle Anchor Investor shall provide to the Company the name of the Carlyle Designated Director elected or appointed to the Board of the Directors of the Company as well as the boards of directors of Hampton Roads and Shore (the “Bank Boards”) and the committees to which such designee is to be appointed and (ii) the Anchorage Anchor Investor shall provide to the Company the name of the Anchorage Designated Director to the Board and the Bank Boards and the committees to which such designee is to be appointed. The Company shall cause the Carlyle Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board and the Bank Boards on the First Closing Date and thereafter as long as the Carlyle Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “ Carlyle Qualifying Ownership Interest”). The Company shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor Directors”) to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, and in the case of the Bank Board, shall cause the Board Representative to be elected or appointed, as the case may be, subject to all legal and corporate governance requirements regarding service and election or appointment as a director of the Company, and to the approval of the Company’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld or delayed), to the Board and of Directors, as well as the board of directors of the Bank Boards on (the First Closing Date and thereafter “Bank Board”) for as long as the Anchorage Anchor Investor owns in aggregate Investor, together with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganizationAffiliates, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Anchorage has a Qualifying Ownership Interest”). The So long as the Investor, together with its Affiliates, has a Qualifying Ownership Interest, the Company shall be required to will recommend to its stockholders shareholders the election of the Designated Anchor Investor Directors Board Representative to the Board of Directors at the Company’s annual meetingmeeting of shareholders, subject to satisfaction of all legal and governance requirements regarding service as a director of the CompanyCompany and to the approval of the Governance Committee (such approval not to be unreasonably withheld or delayed). If the Carlyle Anchor Investor no longer has the Carlyle Qualifying Ownership Interest or the Anchorage Anchor Investor no longer has the Anchorage a Qualifying Ownership Interest, the applicable Anchor Investor that no longer has such ownership interest shall will have no further rights under Sections 3.5(a), 3.5(b5.10(a) and 3.5(cthrough 5.10(c) and, in each case, at the written request of the Board of Directors, such Anchor Investor shall use all reasonable best efforts to cause the Designated Anchor Investor Director appointed by such Anchor Investor its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors Investor shall promptly inform the Company if and when it ceases to hold a Qualifying Ownership Interest in the Bank Boards shall cause each Designated Anchor Investor Director to be appointed to the committees of the Board of Directors and the Bank Boards, as applicable, identified by the applicable Anchor Investor, so long as such Designated Anchor Investor Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee memberCompany.

Governance Matters. (a) Prior to At and following the First Closing, the Company shall take all requisite corporate action to decrease will cause such number of persons nominated by Purchaser as will represent the size Purchaser’s pro rata share of the Board total number of Directors to eleven (11) members, including two Designated Anchor Investor Directors and the chief executive officer of the Company. The Company shall request any existing member of the Board of Directors who will not be among the eleven (11) members of the Board of Directors immediately following (each a “Board Representative” and collectively, the First Closing to tender his conditional resignation from the “Board of Directors to the Company Representatives”) to be effective upon the First Closing. Not less than ten (10) Business Days prior to the First Closing, (i) the Carlyle Anchor Investor shall provide to the Company the name of the Carlyle Designated Director elected and appointed to the Board of the Directors of the Company as well as the boards of directors of Hampton Roads and Shore (the “Bank Boards”) and the committees to which such designee is to be appointed and (ii) the Anchorage Anchor Investor shall provide to the Company the name of the Anchorage Designated Director to the Board and the Bank Boards and the committees to which such designee is to be appointed. The Company shall cause the Carlyle Designated Director to be elected or appointedDirectors, subject to satisfaction of all legal and governance requirements regarding service as a member director of the Company and to the reasonable approval of the Company’s Nominating and Board of Directors Governance Committee (“Governance Committee”) (such approval not to be unreasonably withheld or delayed). For purposes of this Section 4.1, “pro rata share” shall mean that fraction where the numerator is all shares of Common Stock beneficially owned by Purchaser, assuming full conversion of the Convertible Preferred Stock and assuming sufficient Common Stock is authorized under the Certificate of Incorporation to allow such conversion and the Bank Boards on denominator is the First Closing Date and thereafter as long as the Carlyle Anchor Investor owns in aggregate with its Affiliates 20% or more total number of issued shares of Common Stock (other than treasury shares) plus the number of shares of Common Stock purchased by into which the Anchorage Anchor Investor Convertible Preferred Stock may be converted. After such appointment, so long as Purchaser holds at least 10% of the voting power in the Company (including for this purpose votes in respect of shares of Common Stock issuable upon conversion of the Convertible Preferred Stock acquired pursuant to this Agreement) acquired by Purchaser in connection with the transactions contemplated by this Agreement (as adjusted from time to time for any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “ Carlyle Qualifying Ownership Interest”). The Company shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor Directors”) to Company will be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Board and the Bank Boards on the First Closing Date and thereafter as long as the Anchorage Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Anchorage Qualifying Ownership Interest”). The Company shall be 37 required to recommend to its stockholders the election of the Designated Anchor Investor Directors to the Board of Directors Representatives at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the CompanyCompany and to the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld or delayed), to the Board of Directors. Purchaser shall also be entitled to appoint two observers to the Board of Directors (the “Board Observers”), which Board Observers are reasonably acceptable to the Board of Directors. The Board Observers shall be entitled to participate fully in all meetings of the Board of Directors, but shall not have the authority to vote thereat. If the Carlyle Anchor Investor Purchaser no longer has holds the Carlyle Qualifying Ownership Interest or minimum percentage of voting power specified in the Anchorage Anchor Investor no longer has the Anchorage Qualifying Ownership Interestprior sentence, the applicable Anchor Investor that no longer has such ownership interest shall Purchaser will have no further rights under Sections 3.5(a), 3.5(b4.1(a) and 3.5(cthrough 4.1(c) and, in each case, at the written request of the Board of Directors, such Anchor Investor shall use all reasonable best efforts to cause the Designated Anchor Investor Director appointed by such Anchor Investor its Board Representatives to resign from the Board of Directors and the Board Observers to resign as promptly as possible thereafter. The At the option of the Board Representatives, the Board of Directors and the Bank Boards shall cause each Designated Anchor Investor Director the Board Representatives to be appointed to the committees Governance Committee of the Board of Directors and the Bank Boards, as applicable, identified by the applicable Anchor Investor(or any successor committee thereto), so long as such Designated Anchor Investor Director qualifies the Board Representatives qualify to serve on such committees subject to satisfaction Governance Committee under the applicable rules of all legal the NYSE or any other nationally recognized securities exchange on which the Common Stock may be listed and the Company’s corporate governance requirements regarding service as a committee memberguidelines and the charter of such Governance Committee.

Governance Matters. (a) Prior The Company shall cause the Board of Directors to consist of seven directors immediately following the Rights Offering Closing, including (i) the Initial Sponsor Designee (as defined below), (ii) three additional designees selected by Sponsor, (iii) the Company’s Chief Executive Officer at the time of the Rights Offering Closing, and (iv) two independent directors reasonably acceptable to the First Closing, Sponsor and reasonably acceptable to the Company shall which independent directors may but are not required to be members of the Board of Directors as of the date hereof (with such independent directors being selected by the members of the Board of Directors not designated by the Sponsor or a committee of such directors), and take all requisite corporate action to decrease the size of cause such Board Representatives designated to be elected or appointed to the Board of Directors by the Sponsor to eleven (11) membersbe approved by not less than that number of members of its current Board of Directors such that no Default, including two Designated Anchor Investor Directors and the chief executive officer Event of Default or “change-in-control” or similar concept shall be deemed to occur as a result of the Company. The Company shall request any existing member election or appointment of the Board of Directors who will not be among the eleven (11) members of Representatives to the Board of Directors immediately following Directors. Promptly after the First Closing to tender his conditional resignation from date hereof, the Board of Directors to the Company to be effective upon the First Closing. Not less than ten (10) Business Days prior to the First Closing, (i) the Carlyle Anchor Investor Sponsor shall provide submit to the Company the name of the Carlyle Designated Director to the Board of the Directors of the Company as well individual that it is designating as the boards of directors of Hampton Roads and Shore (“Initial Sponsor Designee”, together with the “Bank Boards”) and the committees to which such designee is information required to be appointed and (ii) disclosed regarding such individual pursuant to Rule 14f-1 under the Anchorage Anchor Investor Exchange Act. Within 30 days after the date hereof, the Sponsor shall provide submit to the Company the name identities of the Anchorage Designated Director to the its additional Board and the Bank Boards and the committees to which such designee is Representatives to be appointed. The Company shall cause the Carlyle Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board and the Bank Boards on the First Closing Date and thereafter as long as the Carlyle Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor appointed pursuant to this Agreement (as adjusted from time Section, together with the information regarding such Board Representatives required to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in be disclosed pursuant to Rule 14f-1 under the Company’s capitalization) (the “ Carlyle Qualifying Ownership Interest”)Exchange Act. The Company parties shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor Directors”) use their reasonable best efforts to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Board and the Bank Boards agree on the First Closing Date and thereafter as long as the Anchorage Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant independent directors to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Anchorage Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of the Designated Anchor Investor Directors to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Carlyle Anchor Investor no longer has the Carlyle Qualifying Ownership Interest or the Anchorage Anchor Investor no longer has the Anchorage Qualifying Ownership Interest, the applicable Anchor Investor that no longer has such ownership interest shall have no further rights under Sections 3.5(a), 3.5(b) and 3.5(c) and, in each case, at the written request of serve on the Board of Directors, such Anchor Investor shall use all reasonable best efforts which the parties hereto undertake to cause the Designated Anchor Investor Director appointed by such Anchor Investor to resign from the Board of Directors accomplish as promptly as possible thereafterpracticable. The Board of Directors Company shall take all actions required by Law and the Bank Boards shall cause each Designated Anchor Investor Director Company’s Organizational Documents to be appointed to (x) effectuate the committees appointment of the Board Initial Sponsor Designee as promptly as practicable (and in any event not later than the 15th Business Day) after identification of Directors and the Bank Boards, as applicable, identified by the applicable Anchor Investor, so long as such Designated Anchor Investor Director qualifies individual being designated to serve on such committees subject to satisfaction as the Initial Sponsor Designee and (y) effectuate the appointment of all legal and governance requirements regarding service as a committee memberthe remaining directors identified in clause (ii) of the first sentence of Section 5.6(a) immediately following the Rights Offering Closing.

Governance Matters. (a) Prior to Parent shall procure that the First Closing, the Company Parent Board shall take all requisite corporate action to decrease the size necessary such that, effective as of the Effective Time, the Parent Board shall consist of Directors to eleven (11) members, including two Designated Anchor Investor Directors and the chief executive officer of the Company. The Company shall request any existing member of the Board of Directors who will not be among the eleven (11) members of the Board of Directors immediately following the First Closing to tender his conditional resignation from the Board of Directors to the Company to be effective upon the First Closing. Not less than ten (10) Business Days individuals, including two (2) individuals selected by the Company (the “Company Designated Directors”) that meet the requirements under the rules and regulations of NASDAQ to be considered independent directors on the Parent Board and who are reasonably acceptable to Parent, taking into account their skills and background and the composition and diversity of the Parent Board; provided that if, at any time prior to the First Closing, (i) the Carlyle Anchor Investor shall provide to the Company the name second annual meeting of the Carlyle Designated Director to Parent shareholders that occurs after the Board of the Directors Effective Time, any of the Company as well as the boards of directors of Hampton Roads and Shore (the “Bank Boards”) and the committees Designated Directors is unable or unwilling to which such designee serve or is to be appointed and (ii) the Anchorage Anchor Investor shall provide to the Company the name of the Anchorage Designated Director to the Board and the Bank Boards and the committees to which such designee is to be appointed. The Company shall cause the Carlyle Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service otherwise no longer serving as a member of the Board Parent Board, then the Company shall select a replacement individual who shall be reasonably acceptable to and approved by a majority of the Governance Committee of the Parent Board, taking into account the background and skills of such individual and the Bank Boards on the First Closing Date composition and thereafter as long as the Carlyle Anchor Investor owns in aggregate with its Affiliates 20% or more diversity of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement Parent Board (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “ Carlyle Qualifying Ownership Interest”). The a “Replacement Company shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor DirectorsDesignee”) to fill the vacancy created thereby. The two (2) Company Designated Directors will be elected placed in different classes on the Parent Board. In addition, Parent shall cause each such Company Designated Director or appointedReplacement Company Designee, subject as applicable, who is in the class of directors whose term is expiring at either the first annual meeting or second annual meeting of Parent shareholders to satisfaction of all legal and governance requirements regarding service occur following the Effective Time, as a director of the Companyapplicable, to be included in the Board and the Bank Boards on the First Closing Date and thereafter as long as the Anchorage Anchor Investor owns in aggregate with its Affiliates 20% or more slate of the number of shares of Common Stock purchased nominees recommended by the Anchorage Anchor Investor pursuant Parent Board to this Agreement (Parent’s shareholders for election as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Anchorage Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of the Designated Anchor Investor Directors to the Board of Directors directors at the Company’s such annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Carlyle Anchor Investor no longer has the Carlyle Qualifying Ownership Interest or the Anchorage Anchor Investor no longer has the Anchorage Qualifying Ownership Interest, the applicable Anchor Investor that no longer has such ownership interest shall have no further rights under Sections 3.5(a), 3.5(b) and 3.5(c) and, in each case, at the written request of the Board of Directors, such Anchor Investor shall use all reasonable best no less rigorous efforts to cause the election of each such Company Designated Anchor Investor Director appointed by such Anchor Investor to resign from the Board of Directors as promptly as possible thereafter. The Board of Directors and the Bank Boards shall cause each Designated Anchor Investor Director to be appointed to the committees of the Board of Directors and the Bank Boardsor Replacement Company Designee, as applicable, identified including soliciting proxies in favor of the election of such Persons at such annual meetings, than the manner in which Parent supports all other nominees who are nominated by the applicable Anchor Investor, so long as Parent Board for election at such Designated Anchor Investor Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee memberannual meetings.

Governance Matters. (a) Prior to At and following the First Closing, the Company shall take all requisite corporate action to decrease will cause such number of persons nominated by Purchaser as will represent the size Purchaser’s pro rata share of the Board total number of Directors to eleven (11) members, including two Designated Anchor Investor Directors and the chief executive officer of the Company. The Company shall request any existing member of the Board of Directors who will not be among the eleven (11) members of the Board of Directors immediately following (each a "Board Representative" and collectively, the First Closing to tender his conditional resignation from the "Board of Directors to the Company Representatives") to be effective upon the First Closing. Not less than ten (10) Business Days prior to the First Closing, (i) the Carlyle Anchor Investor shall provide to the Company the name of the Carlyle Designated Director elected and appointed to the Board of the Directors of the Company as well as the boards of directors of Hampton Roads and Shore (the “Bank Boards”) and the committees to which such designee is to be appointed and (ii) the Anchorage Anchor Investor shall provide to the Company the name of the Anchorage Designated Director to the Board and the Bank Boards and the committees to which such designee is to be appointed. The Company shall cause the Carlyle Designated Director to be elected or appointedDirectors, subject to satisfaction of all legal and governance requirements regarding service as a member director of the Company and to the reasonable approval of the Company’s Nominating and Board of Directors Governance Committee ("Governance Committee") (such approval not to be unreasonably withheld or delayed). For purposes of this Section 4.1, "pro rata share" shall mean that fraction where the numerator is all shares of Common Stock beneficially owned by Purchaser, assuming full conversion of the Convertible Preferred Stock and assuming sufficient Common Stock is authorized under the Certificate of Incorporation to allow such conversion and the Bank Boards on denominator is the First Closing Date and thereafter as long as the Carlyle Anchor Investor owns in aggregate with its Affiliates 20% or more total number of issued shares of Common Stock (other than treasury shares) plus the number of shares of Common Stock purchased by into which the Anchorage Anchor Investor Convertible Preferred Stock may be converted. After such appointment, so long as Purchaser holds at least 10% of the voting power in the Company (including for this purpose votes in respect of shares of Common Stock issuable upon conversion of the Convertible Preferred Stock acquired pursuant to this Agreement) acquired by Purchaser in connection with the transactions contemplated by this Agreement (as adjusted from time to time for any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “ Carlyle Qualifying Ownership Interest”). The Company shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor Directors”) to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Board and the Bank Boards on the First Closing Date and thereafter as long as the Anchorage Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Anchorage Qualifying Ownership Interest”). The Company shall will be required to recommend to its stockholders the election of the Designated Anchor Investor Directors to the Board of Directors Representatives at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the CompanyCompany and to the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld or delayed), to the Board of Directors. Purchaser shall also be entitled to appoint two observers to the Board of Directors (the "Board Observers"), which Board Observers are reasonably acceptable to the Board of Directors. The Board Observers shall be entitled to participate fully in all meetings of the Board of Directors, but shall not have the authority to vote thereat. If the Carlyle Anchor Investor Purchaser no longer has holds the Carlyle Qualifying Ownership Interest or minimum percentage of voting power specified in the Anchorage Anchor Investor no longer has the Anchorage Qualifying Ownership Interestprior sentence, the applicable Anchor Investor that no longer has such ownership interest shall Purchaser will have no further rights under Sections 3.5(a), 3.5(b4.1(a) and 3.5(cthrough 4.1(c) and, in each case, at the written request of the Board of Directors, such Anchor Investor shall use all reasonable best efforts to cause the Designated Anchor Investor Director appointed by such Anchor Investor its Board Representatives to resign from the Board of Directors and the Board Observers to resign as promptly as possible thereafter. The At the option of the Board Representatives, the Board of Directors and the Bank Boards shall cause each Designated Anchor Investor Director the Board Representatives to be appointed to the committees Governance Committee of the Board of Directors and the Bank Boards, as applicable, identified by the applicable Anchor Investor(or any successor committee thereto), so long as such Designated Anchor Investor Director qualifies the Board Representatives qualify to serve on such committees subject to satisfaction Governance Committee under the applicable rules of all legal the NYSE or any other nationally recognized securities exchange on which the Common Stock may be listed and the Company’s corporate governance requirements regarding service as a committee memberguidelines and the charter of such Governance Committee.

Governance Matters. (a) Prior to the First Closing, the Company shall take all requisite corporate action to decrease the size of the Board of Directors to eleven (11) members, including two Designated Anchor Investor Directors and the chief executive officer of the Company. The Company shall request any existing member of the Board of Directors who will not be among the eleven (11) members of the Board of Directors immediately following the First Closing to tender his conditional resignation from the Board of Directors to the Company to be effective upon the First Closing. Not less than ten (10) Business Days prior to the First Closing, (i) the Carlyle Anchor Investor shall provide to the Company the name of the Carlyle Designated Director to the Board of the Directors of the Company as well as the boards of directors of Hampton Roads and Shore (the “Bank Boards”) and the committees to which such designee is to be appointed and (ii) the Anchorage Anchor Investor shall provide to the Company the name of the Anchorage Designated Director to the Board and the Bank Boards and the committees to which such designee is to be appointed. The Company shall cause the Carlyle Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board and the Bank Boards on the First Closing Date and thereafter as long as the Carlyle Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “ “Carlyle Qualifying Ownership Interest”). The Company shall cause the Anchorage Designated Director (collectively with the Carlyle Designated Director, the “Designated Anchor Investor Directors”) to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, to the Board and the Bank Boards on the First Closing Date and thereafter as long as the Anchorage Anchor Investor owns in aggregate with its Affiliates 20% or more of the number of shares of Common Stock purchased by the Anchorage Anchor Investor pursuant to this Agreement (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Anchorage Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of the Designated Anchor Investor Directors to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Carlyle Anchor Investor no longer has the Carlyle Qualifying Ownership Interest or the Anchorage Anchor Investor no longer has the Anchorage Qualifying Ownership Interest, the applicable Anchor Investor that no longer has such ownership interest shall have no further rights under Sections 3.5(a), 3.5(b) and 3.5(c) and, in each case, at the written request of the Board of Directors, such Anchor Investor shall use all reasonable best efforts to cause the Designated Anchor Investor Director appointed by such Anchor Investor to resign from the Board of Directors as promptly as possible thereafter. The Board of Directors and the Bank Boards shall cause each Designated Anchor Investor Director to be appointed to the committees of the Board of Directors and the Bank Boards, as applicable, identified by the applicable Anchor Investor, so long as such Designated Anchor Investor Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member.