First Capital Bancorp, Inc. Sample Contracts

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SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • February 9th, 2012 • First Capital Bancorp, Inc. • State commercial banks • New Jersey

THIS SUBSCRIPTION AGENT AGREEMENT (“Agreement”) between First Capital Bancorp, Inc. (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Agent”), is dated as of , 2012.

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST CAPITAL BANCORP, INC. AND PARK STERLING CORPORATION DATED AS OF SEPTEMBER 30, 2015
Agreement and Plan of Merger • October 1st, 2015 • First Capital Bancorp, Inc. • State commercial banks • North Carolina

This AGREEMENT AND PLAN OF MERGER is dated as of September 30, 2015 (this “Agreement”), by and between FIRST CAPITAL BANCORP, INC., a Virginia corporation (“Target”), and PARK STERLING CORPORATION, a North Carolina corporation (“Buyer”). Each of Buyer and Target are referred to herein as a “Party” and, together, as the “Parties.”

WARRANT AGREEMENT
Warrant Agreement • February 9th, 2012 • First Capital Bancorp, Inc. • State commercial banks • New Jersey

THIS WARRANT AGREEMENT, dated as of this day of , 2012 by and between FIRST CAPITAL BANCORP, INC., a Virginia corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Warrant Agent”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 29th, 2013 • First Capital Bancorp, Inc. • State commercial banks • Virginia

This Change in Control Agreement (“Agreement”) is entered into as of the day of December, 2012, by and among FIRST CAPITAL BANK (the “Bank”), and EMPLOYEE (the “Officer”).

UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 April 3, 2009
First Capital Bancorp, Inc. • April 6th, 2009 • State commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

FIRST CAPITAL BANK EXECUTIVE ENDORSEMENT SPLIT DOLLAR AGREEMENT
Executive Endorsement Split Dollar Agreement • May 13th, 2011 • First Capital Bancorp, Inc. • State commercial banks • Virginia

THIS AGREEMENT is entered into this 12th day of May, 2011, by First Capital Bank, a Virginia commercial bank located in Glen Allen, Virginia (the “Bank”) and Robert G. Watts, Jr. (the “Insured”).

FIRST CAPITAL BANCORP SPLIT DOLLAR LIFE INSURANCE AGREEMENT
Insurance Agreement • December 15th, 2011 • First Capital Bancorp, Inc. • State commercial banks

This Split Dollar Life Insurance Agreement (“Agreement”) is made and entered into by and between First Capital Bancorp (the “Company”) and Gary Armstrong (the “Insured”).

Amended and Restated Employment Agreement
Employment Agreement • March 31st, 2009 • First Capital Bancorp, Inc. • State commercial banks • Virginia

This is to confirm our agreement regarding your continued employment as President of First Capital Bancorp, Inc. (“Bancorp”) and President and Chief Executive Officer of First Capital Bank (the “FCB”). Bancorp and FCB are collectively referred to herein as (the “Bank”). This agreement supersedes and replaces your existing employment agreement with the Bank dated December 20, 2000.

FIRST CAPITAL BANCORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR GARY L. ARMSTRONG Effective February 1, 2011
Retirement Plan Agreement • December 15th, 2011 • First Capital Bancorp, Inc. • State commercial banks • Virginia

This Supplemental Executive Retirement Plan Agreement (the “Agreement”) is between First Capital Bancorp (the “Company”) and Gary L.Armstrong (the “Participant”), and is effective February 1, 2011.

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN EASTERN VIRGINIA BANKSHARES, INC. AND FIRST CAPITAL BANCORP, INC. April 3, 2009
Agreement and Plan of Merger • April 7th, 2009 • First Capital Bancorp, Inc. • State commercial banks • Virginia

This AGREEMENT AND PLAN OF MERGER, dated as of the 3rd day of April, 2009 (this “Agreement”), by and between EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”), and FIRST CAPITAL BANCORP, INC., a Virginia corporation (“FCB”).

Underwriting Agreement
First Capital Bancorp, Inc. • April 26th, 2007 • State commercial banks • Virginia

Pursuant to Section 7(d) of the Underwriting Agreement, Cherry, Bekaert & Holland, LLP shall furnish letters to the Representatives to the effect that:

FIRST CAPITAL BANCORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR JEANIE T. BODE Effective August 7, 2012
Retirement Plan Agreement • March 29th, 2013 • First Capital Bancorp, Inc. • State commercial banks • Virginia

This Supplemental Executive Retirement Plan Agreement (the “Agreement”) is between First Capital Bancorp (the “Company”) and Jeanie T. Bode (the “Participant”), and is effective August 7, 2012.

Form of Consent Letter
Securities Purchase Agreement • April 6th, 2009 • First Capital Bancorp, Inc. • State commercial banks

First Capital Bancorp, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 26th, 2007 • First Capital Bancorp, Inc. • State commercial banks • Virginia

This Agreement (“Agreement”) is entered into as of the 15th day of April, 2004, by and between FIRST CAPITAL BANK (the “Bank”) and WILLIAM W. RANSON (the “Executive”).

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 26th, 2008 • First Capital Bancorp, Inc. • State commercial banks • Virginia

This Amended and Restated Agreement (“Agreement”) is entered into as of the 15th day of September, 2006, by and between FIRST CAPITAL BANK (the “Bank”) and WILLIAM W. RANSON (the “Executive”) and replaces the Change in Control Agreement between the parties dated as of 15th, April, 2004.

November 3, 2015
First Capital Bancorp, Inc. • November 9th, 2015 • State commercial banks • Virginia

The purpose of this consulting agreement (the “Agreement”) is to set forth our agreement and understanding regarding the terms of your retention as a consultant to First Capital Bancorp, Inc., a Virginia corporation (the “Corporation”) pending the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of September 30, 2015 (the “Merger Agreement”) between the Corporation and Park Sterling Corporation (“Park Sterling”). The Corporation and its subsidiaries are referred to as “First Capital”.

EMPLOYMENT AGREEMENT
Employment Agreement • December 6th, 2013 • First Capital Bancorp, Inc. • State commercial banks • Virginia

This Employment Agreement (this “Agreement”) is dated as of December 2, 2013 by and between First Capital Bancorp, Inc., a Virginia corporation (the “Company”), and John Presley.

STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • January 19th, 2012 • First Capital Bancorp, Inc. • State commercial banks • Virginia

This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of January 19, 2012, is by and among First Capital Bancorp, Inc., (the “Company”), and Kenneth R. Lehman (the “Standby Purchaser”).

STANDSTILL AGREEMENT
Standstill Agreement • May 16th, 2012 • First Capital Bancorp, Inc. • State commercial banks • Virginia

THIS AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of May 2012 by and among First Capital Bancorp, Inc., a Virginia corporation (the “Company”) and Kenneth R. Lehman (“Purchaser”).

Employment Agreement
Employment Agreement • April 26th, 2007 • First Capital Bancorp, Inc. • State commercial banks • Virginia

This is to confirm our agreement regarding your employment as President and Chief Executive Officer of First Capital Bank (the “Bank”).

December 27, 2011
Letter Agreement • February 9th, 2012 • First Capital Bancorp, Inc. • State commercial banks • Virginia
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FIRST CAPITAL BANK STOCK OPTION PLAN
First Capital Bancorp, Inc. • April 26th, 2007 • State commercial banks
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 16th, 2012 • First Capital Bancorp, Inc. • State commercial banks • Virginia

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of May 2012, by and among First Capital Bancorp, a Virginia corporation (the “Company”), and Kenneth R. Lehman (the “Standby Purchaser”).

—] Units FIRST CAPITAL BANCORP, INC. Common Stock and Warrants to Purchase Common Stock Underwriting Agreement
Underwriting Agreement • February 9th, 2012 • First Capital Bancorp, Inc. • State commercial banks • Virginia

inquiries and other procedures referred to above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information which are derived from the general accounting records of the Company and the Bank, which appear in the Rights Offering Prospectus, the Public Offering Prospectus, or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Underwriter, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and have found them to be in agreement.

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