Midtown Acquisitions L.P. 65 East 55th Street, 19th Floor New York, New York 10022
Exhibit 10.8
| Midtown Acquisitions L.P. | |
| 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000 |
June 30, 0000
Xxxxxxx Xxxxx Bankshares, Inc.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Dear Xxxx:
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.
As an inducement to us to (a) enter into the Amended and Restated Securities Purchase Agreement, (b) consent to the Company’s execution of the Investment Agreement between the Company CapGen Capital Group VI LP (the “CapGen Investment Agreement”) and CapGen Investor Letter, in each case, of even date herewith, and (c) waive our rights under Section 3.12 of the Amended and Restated Securities Purchase Agreement in respect of the amendment and restatement of the Original Stock Purchase Agreement with respect to CapGen embodied by the CapGen Investment Agreement, the Company hereby agrees to pay to Midtown Acquisitions L.P. a cash payment in the amount of $500,000 in immediately available funds (the “Consent Payment”). The Consent Payment shall be made by the Company to Midtown Acquisitions L.P. upon the First Closing to the bank account designated by Midtown Acquisitions L.P. not less than two Business Days prior to the First Closing.
Xxxxxxx X. Xxxxx, Esq.
June 30, 2010
Page two
If you are in agreement with the foregoing, kindly countersign this letter where indicated
below.
Very truly yours,
Midtown Acquisitions L.P.
By: Midtown Acquisitions GP LLC, its
General Partner
By: _______________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
HAMPTON ROADS BANKSHARES, INC.
By: __________________________
Name:
Title:
