Hampton Roads Bankshares Inc Sample Contracts

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HAMPTON ROADS BANKSHARES, INC. Common Stock ($0.625 par value) UNDERWRITING AND ADVISORY AGREEMENT July , 2006
Underwriting and Advisory Agreement • July 27th, 2006 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

Hampton Roads Bankshares, Inc., a Virginia corporation (the “Company”), proposes to employ you (“you” or the “Underwriter”) to advise the Company in the structure of rights and public offerings of the Company’s common stock, par value $0.625 per share (the “Common Stock”), and, as agent of the Company, to assist in the sale on a best efforts basis of (i) up to shares of Common Stock in the public offering (the “Public Offering”), less (ii) any shares of Common Stock that were purchased by 5:00 p.m. Eastern Time, July , 2006 in the Company’s rights offering of 670,000 shares of its Common Stock (the “Rights Offering”). The shares of Common Stock to be issued in the Public Offering are referred to herein as the “Shares.”

SECOND AMENDED & RESTATED SECURITIES PURCHASE AGREEMENT dated as of August 11, 2010 by and among HAMPTON ROADS BANKSHARES, INC. and THE PURCHASERS SIGNATORY HERETO
Securities Purchase Agreement • August 17th, 2010 • Hampton Roads Bankshares Inc • National commercial banks • New York

SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of August 11, 2010 (this “Agreement”), by and among Hampton Roads Bankshares, Inc., a Virginia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”, and collectively, the “Purchasers”).

VOTING AGREEMENT
Voting Agreement • February 16th, 2016 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

This VOTING AGREEMENT (this “Agreement”), dated as of February 10, 2016 by and among Xenith Bankshares, Inc., a Virginia corporation (“Xenith”), and the undersigned (the “Shareholder”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2004 • Hampton Roads Bankshares Inc • National commercial banks

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Amended Agreement”) is made and entered into as of this 24th day of June, 2003, by and between BANK OF HAMPTON ROADS, INC., a banking corporation organized under the laws of the Commonwealth of Virginia (the “Bank”) and GREGORY P. MARSHALL, (the “Executive”).

SECOND AMENDED & RESTATED INVESTMENT AGREEMENT dated as of August 11, 2010 by and among HAMPTON ROADS BANKSHARES, INC., CARLYLE GLOBAL FINANCIAL SERVICES PARTNERS, L.P. and ACMO-HR, L.L.C.
Investment Agreement • August 17th, 2010 • Hampton Roads Bankshares Inc • National commercial banks • New York

SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of August 11, 2010 (this “Agreement”), by and among Hampton Roads Bankshares, Inc., a Virginia corporation (the “Company”), Carlyle Global Financial Services Partners, L.P. and ACMO-HR, L.L.C. (each, an “Anchor Investor”, and collectively, the “Anchor Investors”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2015 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this August 22, 2014 among Hampton Roads Bankshares, Inc., a Virginia corporation having its principal place of business at 641 Lynnhaven Parkway, Virginia Beach, VA 23452 (“HRB”), Shore Bank and Bank of Hampton Roads, each a corporation organized under the laws of, and authorized by statute to accept deposits and hold itself out to the public as engaged in the banking business in, the Commonwealth of Virginia having its principal place of business at 641 Lynnhaven Parkway, Virginia Beach, VA 23452, (“Shore Bank” and “BHR”, and, together with HRB, the “Employer”) and W. Thomas Mears (the “Executive”).

AMENDED & RESTATED INVESTMENT AGREEMENT by and between HAMPTON ROADS BANKSHARES, INC. and CAPGEN CAPITAL GROUP VI LP dated as of August 11, 2010
Investment Agreement • August 17th, 2010 • Hampton Roads Bankshares Inc • National commercial banks • New York

This Amended and Restated Investment Agreement, is dated as of August 11, 2010 (this “Agreement”), and is by and between HAMPTON ROADS BANKSHARES, INC., a Virginia corporation (the “Company”), and CAPGEN CAPITAL GROUP VI LP, a Delaware limited partnership (“CapGen”).

WITNESSETH:
Agreement and Plan of Reorganization • July 2nd, 2001 • Hampton Roads Bankshares Inc
EXCHANGE AGREEMENT by and between HAMPTON ROADS BANKSHARES, INC. and THE UNITED STATES DEPARTMENT OF THE TREASURY Dated as of August 12, 2010
Exchange Agreement • August 18th, 2010 • Hampton Roads Bankshares Inc • National commercial banks • New York

EXCHANGE AGREEMENT, dated as of August 12, 2010 (this “Agreement”) by and between Hampton Roads Bankshares, Inc., a Virginia corporation (the “Company”), and the United States Department of the Treasury (the “Investor”). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement.

AGREEMENT AND PLAN OF REORGANIZATION between UNION BANKSHARES CORPORATION and XENITH BANKSHARES, INC. May 19, 2017
Affiliate Agreement • May 23rd, 2017 • Xenith Bankshares, Inc. • National commercial banks • Virginia

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 19, 2017, between UNION BANKSHARES CORPORATION, a Virginia corporation (“UBSH”), and XENITH BANKSHARES, INC., a Virginia corporation (“XBKS”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 29th, 2016 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this 10th day of February, 2016 among Hampton Roads Bankshares, Inc., a Virginia corporation having its principal place of business at 641 Lynnhaven Parkway, Virginia Beach, VA 23452 (“HRB”), Bank of Hampton Roads, a corporation organized under the laws of, and authorized by statute to accept deposits and hold itself out to the public as engaged in the banking business in, the Commonwealth of Virginia having its principal place of business at 641 Lynnhaven Parkway, Virginia Beach, VA 23452 (“BHR”) and T. Gaylon Layfield, III (the “Executive”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN HAMPTON ROADS BANKSHARES, INC. AND GATEWAY FINANCIAL HOLDINGS, INC. September 23, 2008
Support Agreement • September 24th, 2008 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

This AGREEMENT AND PLAN OF MERGER, dated as of the 23rd day of September, 2008 (this “Agreement”), by and between HAMPTON ROADS BANKSHARES, INC., a Virginia corporation (“HRB”), and GATEWAY FINANCIAL HOLDINGS, INC., a North Carolina corporation (“GFH”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • September 23rd, 2010 • Hampton Roads Bankshares Inc • National commercial banks • New York

This Assignment and Assumption Agreement (this “Agreement”), is dated as of September 23, 2010 and is entered into among Goldman, Sachs & Co., a New York corporation (“Assignor”), CapGen Capital Group VI LP, a Delaware limited partnership (“CapGen”), and C12 Protium Value Opportunities Ltd., a Cayman exempted company with limited liability (“C12”, and together with CapGen, the “Assignees”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

Fourth Amendment To Employment Agreement
Employment Agreement • June 2nd, 2008 • Hampton Roads Bankshares Inc • National commercial banks

THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of this 27th day of May, 2008, by and between THE BANK OF HAMPTON ROADS, INC. (“BHR”), a banking corporation organized and existing under the laws of the Commonwealth of Virginia, its successors and assigns, HAMPTON ROADS BANKSHARES, INC. (“HRB”), a Virginia corporation, its successors and assigns (collectively BHR and HRB shall be the Bank or Employer and otherwise deemed synonymous as the context may require); and DONALD W. FULTON, JR. (the “Executive”).

June 30, 2010
Investment Agreement • July 7th, 2010 • Hampton Roads Bankshares Inc • National commercial banks • New York
EMPLOYMENT AGREEMENT
Employment Agreement • February 16th, 2016 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this 10th day of February, 2016 among Hampton Roads Bankshares, Inc., a Virginia corporation having its principal place of business at 641 Lynnhaven Parkway, Virginia Beach, VA 23452 (“HRB”), Bank of Hampton Roads, a corporation organized under the laws of, and authorized by statute to accept deposits and hold itself out to the public as engaged in the banking business in, the Commonwealth of Virginia having its principal place of business at 641 Lynnhaven Parkway, Virginia Beach, VA 23452 (“BHR”) and Donna W. Richards (the “Executive”).

HAMPTON ROADS BANKSHARES, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • June 30th, 2006 • Hampton Roads Bankshares Inc • National commercial banks

Subject to the terms of the rights offering described in the Prospectus dated June 29, 2006 of Hampton Roads Bankshares, Inc., a Virginia corporation (the “Company”), I hereby subscribe for the number of shares of common stock of the Company set forth below for a purchase price of $10.90 per share. Enclosed with this Subscription Agreement is my check or money order made payable to “Hampton Roads Bankshares, Inc.” evidencing $ for each share subscribed for, which funds are to be held in escrow as described in the Company’s Prospectus.

AGREEMENT AND PLAN OF REORGANIZATION by and between XENITH BANKSHARES, INC. and HAMPTON ROADS BANKSHARES, INC.
Agreement and Plan of Reorganization • February 16th, 2016 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 10, 2016 (this “Agreement”), by and between Xenith Bankshares, Inc., a Virginia corporation (“Xenith”), and Hampton Roads Bankshares, Inc., a Virginia corporation (“HRB”).

Fir Tree Value Master Fund, LP Fir Tree Capital Opportunity Master Fund, LP Fir Tree Mortgage Opportunity Master Fund, LP Fir Tree REOF II Master Fund, LLC c/o Fir Tree, Inc.
Hampton Roads Bankshares Inc • July 7th, 2010 • National commercial banks

We refer to the Securities Purchase Agreement dated as of May 24, 2010 among Hampton Roads Bankshares, Inc. (the “Company”) and the investors party thereto, as amended and restated by the Amended and Restated Securities Purchase Agreement of even date herewith (as amended and restated, the “Amended and Restated Securities Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Securities Purchase Agreement.

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SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • January 7th, 2009 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

THIS SUPPLEMENTAL RETIREMENT AGREEMENT (“Agreement”), made and entered into this 31st day of December, 2008, by and between Gateway Bank & Trust Co., a North Carolina corporation (“Corporation”), and David R. Twiddy, hereinafter called the “Executive”.

CREDIT AGREEMENT
Credit Agreement • June 2nd, 2008 • Hampton Roads Bankshares Inc • National commercial banks • Alabama

This Credit Agreement (this “Agreement”), dated as of May 29, 2008, is entered into by and between Compass Bank, an Alabama banking corporation (together with its successors and assigns, “Compass”), and Hampton Roads Bankshares, Inc., a Virginia corporation (the “Borrower”), which owns all of the issued and outstanding capital stock of The Bank of Hampton Roads, a Virginia banking corporation (the “Bank”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Note or Pledge Agreement, as applicable.

First Amendment To Employment Agreement
Employment Agreement • July 24th, 2008 • Hampton Roads Bankshares Inc • National commercial banks

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of this 23rd day of July, 2008, by and between THE BANK OF HAMPTON ROADS, INC. (“BHR”), a banking corporation organized and existing under the laws of the Commonwealth of Virginia, its successors and assigns, HAMPTON ROADS BANKSHARES, INC. (“HRB”), a Virginia corporation, its successors and assigns (collectively BHR and HRB shall be the Bank or Employer and otherwise deemed synonymous as the context may require); and LORELLE FRITSCH (the “Executive”).

STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • May 24th, 2012 • Hampton Roads Bankshares Inc • National commercial banks • New York

This STANDBY PURCHASE AGREEMENT (together with the schedules and exhibits hereto, this “Agreement”), dated as of May 21, 2012, is entered into by and among Hampton Roads Bankshares, Inc., a Virginia corporation (the “Company”), and the undersigned investors (each, a “Standby Purchaser,” and collectively, the “Standby Purchasers”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2004 • Hampton Roads Bankshares Inc • National commercial banks

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amended Agreement”) is made and entered into as of this 16th day of July, 2003, by and between BANK OF HAMPTON ROADS, INC., a banking corporation organized under the laws of the Commonwealth of Virginia (the “Bank”, or “Employer”) and DONALD W. FULTON, JR. (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 16th, 2008 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

This Employment Agreement, (the "Agreement"), made this the 1st day of June, 2008, by and between Shore Bank, a banking corporation organized under the laws of the Commonwealth of Virginia (the "Bank" or "Employer"), with a principal address of 25020 Shore Parkway, Onley, Virginia (23418), and Scott C. Harvard (the "Officer"), with an address of ____________, ____, Virginia (____), and to which Hampton Roads Bankshares, Inc., a Virginia corporation and the proposed parent company of the Employer (“HRB”), is made a party.

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2006 • Hampton Roads Bankshares Inc • National commercial banks

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Second Amendment”) is made and entered into this 11th day of October, 2001, by and between BANK OF HAMPTON ROADS, INC., a banking corporation organized under the laws of the Commonwealth of Virginia (the “Bank”) and GREGORY P. MARSHALL (the “Officer”).

Contract
Restricted Stock Unit Award Agreement • August 22nd, 2014 • Hampton Roads Bankshares Inc • National commercial banks • Virginia
Amendment No. 2 To The Supplemental Retirement Agreement Between The Bank of Hampton Roads And Jack W. Gibson
Retirement Agreement • June 2nd, 2008 • Hampton Roads Bankshares Inc • National commercial banks

THIS AMENDMENT No. 2 made effective this 27th day of May, 2008, by and between THE BANK OF HAMPTON ROADS, a banking corporation organized and existing under the laws of the Commonwealth of Virginia (the “Bank”) and JACK W. GIBSON (the “Executive”).

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement and Mutual Release • August 22nd, 2012 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

This Settlement Agreement and Mutual Release (the “Release”) is hereby entered into on this 17th day of August, 2012, by and between John A. B. Davies, Jr. (“Davies”), Hampton Roads Bankshares, Inc. and The Bank of Hampton Roads (together with Hampton Roads Bankshares, Inc., “Bank”)(collectively, the “Parties”).

August 11, 2010 Hampton Roads Bankshares, Inc.
Hampton Roads Bankshares Inc • August 17th, 2010 • National commercial banks
HAMPTON ROADS BANKSHARES, INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • January 2nd, 2013 • Hampton Roads Bankshares Inc • National commercial banks • Virginia

THIS AGREEMENT dated as of the day of 201 , between Hampton Roads Bankshares, Inc., a Virginia corporation (the “Company”), and (“Participant”), is made pursuant and subject to the provisions of the Hampton Roads Bankshares, Inc. 2011 Omnibus Incentive Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Anchorage Advisors, L.L.C.
Hampton Roads Bankshares Inc • August 17th, 2010 • National commercial banks • New York
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