Common use of Purchase and Sale of the Securities Clause in Contracts

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price per share of $23.50, the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares of the Securities included in the Firm Securities which shares may be purchased by directors and executive officers of the Company solely at any office of the Underwriter and (b) in the event and to the extent that the Underwriter shall exercise its election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriter the right to purchase at its election up to 100,000 Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Company, for the sole purpose of covering sales of shares in excess of the number of Firm Securities. Any such election to purchase Optional Securities may be exercised only by written notice from the Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter and the date on which such Optional Securities are to be delivered, as determined by the Underwriter but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price per share of $23.50, the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares of the Securities included in the Firm Securities which shares may be purchased by directors and executive officers of the Company solely at any office of the Underwriter and (b) in the event and to the extent that the Underwriter shall exercise its election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriter the right to purchase at its election up to 100,000 97,500 Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Company, for the sole purpose of covering sales of shares in excess of the number of Firm Securities. Any such election to purchase Optional Securities may be exercised only by written notice from the Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter and the date on which such Optional Securities are to be delivered, as determined by the Underwriter but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice.

Purchase and Sale of the Securities. Subject to (a) Upon the terms and conditions herein set forth, (a) the Company agrees to issue and sell subject to the Underwriterconditions of this Agreement, at the Initial Closing, the Sellers shall sell and deliver or assign the Securities to the Buyer, and the Underwriter agrees to Buyer shall purchase and acquire the Securities from the CompanySellers, at in each case subject to Section 2.1(b) and pursuant to the Securities Transfer Instruments (each such sale, deliverance, assignment, purchase and acquisition, a “Securities Transfer”) for an aggregate purchase price per share of $23.50846,250,000, as adjusted pursuant to this Agreement (as so adjusted, the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares of the Securities included in the Firm Securities which shares may be purchased by directors and executive officers of the Company solely at any office of the Underwriter and (b) in the event and to the extent that the Underwriter shall exercise its election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers, that portion of the number of Optional Securities as to which such election shall have been exercised“Purchase Price”). Subject to the terms and conditions herein set forthto the Initial Closing contained in Article VIII, on the Initial Closing Date, the Company hereby grants Buyer shall (i) instruct the Deposit Escrow Agent to release to the Underwriter Sellers the right Deposit Escrow Amount and (ii) pay to purchase at its election up the Sellers an amount in cash equal to 100,000 Optional Securities(A) the Purchase Price less (B) the Deposit Escrow Amount (as defined below) less (C) the aggregate unpaid principal amount of the Debt as of the Initial Closing Date, at in the purchase price per share case of this clause (C), with respect only to the Properties that are not Withdrawn Properties, subject, in the case of this clause (ii), to the adjustment for Withdrawn Properties set forth in clause Section 2.4(a) (a) the aggregate of the paragraph above for persons other than directors amounts set forth in the foregoing clauses (i) and executive officers (ii), the “Initial Closing Date Consideration”). The Initial Closing Date Consideration shall be paid by wire transfer of immediately available funds in United States dollars to an account or accounts specified in writing by the Sellers reasonably in advance of the Company, for the sole purpose of covering sales of shares in excess of the number of Firm Securities. Any such election to purchase Optional Securities may be exercised only by written notice from the Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter and the date on which such Optional Securities are to be delivered, as determined by the Underwriter but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticeInitial Closing Date.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forthforth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price per share of $23.50$ , the Firm Securities, ; provided, however, that the purchase price per shares share will be $24.125 per share $ for up to 50,000 shares of the Securities Common Stock [$2 million limit] included in the Firm Securities Securities, which shares may be purchased by directors and directors, executive officers and founding directors of the Company and the Bank solely at any office of the Underwriter Underwriter; and (b) in the event and to the extent that the Underwriter shall exercise its the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, Underwriter and the Underwriter agrees to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers$ , that portion of the number of Optional Securities as to which such election shall have been exercised. Subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriter the right to purchase purchase, at its election up to 100,000 Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Company$ , for the sole purpose of covering sales of shares over-allotments in excess the sale of the number of Firm Securities. Any such election to purchase the Optional Securities may be exercised only no more than once by written notice from the Underwriter you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number amount of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter Underwriter, and the date on which such Optional Securities are to be delivered, as determined by the Underwriter you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company you otherwise agree in writing, no earlier than two or later than ten seven business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price per share of $23.50_____, the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares of the Securities included in the Firm Securities which shares may be purchased by directors and executive officers of the Company solely at any office of the Underwriter and (b) in the event and to the extent that the Underwriter shall exercise its election to purchase the Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers2, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriter the right to purchase at its election up to 100,000 108,750 Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Companypreceding paragraph, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Securities. Any such election to purchase the Optional Securities may be exercised only no more than once by written notice from the Underwriter you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number amount of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter and the date on which such Optional Securities are to be delivered, as determined by the Underwriter you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company you otherwise agree in writing, no earlier than two or later than ten seven business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forthforth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price per share of $23.509.47, the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares of the Securities included in the Firm Securities which shares may be purchased by directors and executive officers of the Company solely at any office of the Underwriter ; and (b) in the event and to the extent that the Underwriter shall exercise its the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, Underwriter and the Underwriter agrees to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers$9.47, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriter the right to purchase purchase, at its election up to 100,000 177,000 Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Company$9.47, for the sole purpose of covering sales of shares over-allotments in excess the sale of the number of Firm Securities. Any such election to purchase the Optional Securities may be exercised only no more than once by written notice from the Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number amount of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter Underwriter, and the date on which such Optional Securities are to be delivered, as determined by the Underwriter but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company otherwise agree in writing, no earlier than two or later than ten seven business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forthforth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price per share of $23.50_____, the Firm Securities, ; provided, however, that the purchase price per shares share will be $24.125 per share ______ for up to 50,000 _______ shares of the Securities Common Stock [$2 million limit] included in the Firm Securities Securities, which shares may be purchased by directors and directors, executive officers and founding directors of the Company and the Bank solely at any office of the Underwriter Underwriter; and (b) in the event and to the extent that the Underwriter shall exercise its the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, Underwriter and the Underwriter agrees to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers$______, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriter the right to purchase purchase, at its election up to 100,000 _______ Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Company$_____, for the sole purpose of covering sales of shares over-allotments in excess the sale of the number of Firm Securities. Any such election to purchase the Optional Securities may be exercised only no more than once by written notice from the Underwriter you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number amount of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter Underwriter, and the date on which such Optional Securities are to be delivered, as determined by the Underwriter you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company you otherwise agree in writing, no earlier than two or later than ten seven business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $23.50_____ , the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares number of the Securities included in the Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fraction, the numerator of which shares may is the aggregate number of Firm Securities to be purchased by directors such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and executive officers the denominator of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from the Company solely at any office of the Underwriter hereunder and (b) in the event and to the extent that the Underwriter Underwriters shall exercise its the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers2, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject exercised (to the terms and conditions herein set forthbe adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunder . The Company hereby grants to the Underwriter Underwriters the right to purchase at its their election up to 100,000 _______________ Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Companypreceding paragraph, for the sole purpose of covering sales overallotments in the sale of shares in excess of the number of Firm Securities. Any such election to purchase Optional Securities may be exercised only by written notice from the Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter and the date on which such Optional Securities are to be delivered, as determined by the Underwriter but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice.the

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forthforth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price per share of $23.50_____, the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares of the Securities included in the Firm Securities which shares may be purchased by directors and executive officers of the Company solely at any office of the Underwriter ; and (b) in the event and to the extent that the Underwriter shall exercise its the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, Underwriter and the Underwriter agrees to purchase from the Company, at the same purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers2, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriter the right to purchase purchase, at its election up to 100,000 _______ Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Companypreceding paragraph, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Securities. Any such election to purchase the Optional Securities may be exercised only no more than once by written notice from the Underwriter you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number amount of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter Underwriter, and the date on which such Optional Securities are to be delivered, as determined by the Underwriter you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company you otherwise agree in writing, no earlier than two or later than ten seven business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forthforth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to issue and sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $23.50$ , the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares number of the Securities included in the Firm Securities which shares may be purchased by directors and executive officers set forth opposite the name of the Company solely at any office of the such Underwriter in Schedule I hereto, and (b) in the event and to the extent that the Underwriter Underwriters shall exercise its the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers2, that portion of the number of Optional Securities as to which set forth opposite the name of such election shall have been exercisedUnderwriter in Schedule I hereto. Subject to The Company grants the terms and conditions herein set forth, the Company hereby grants to the Underwriter Underwriters the right to purchase purchase, severally and not jointly, at its their election up to 100,000 Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Companypreceding paragraph, for the sole purpose of covering sales of shares over-allotments in excess the sale of the number of Firm Securities. Any such election to purchase the Optional Securities may be exercised only no more than once by written notice from the Underwriter you to the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreement, setting forth the aggregate number amount of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter Underwriters, severally and not jointly, and the date on which such Optional Securities are to be delivered, as determined by the Underwriter you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company you otherwise agree in writing, no earlier than two (2) or later than ten seven (7) business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forthforth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price per share of $23.50__.____, the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares of the Securities included in the Firm Securities which shares may be purchased by directors and executive officers of the Company solely at any office of the Underwriter ; and (b) in the event and to the extent that the Underwriter shall exercise its the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, Underwriter and the Underwriter agrees to purchase from the Company, at the same purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers2, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriter the right to purchase purchase, at its election up to 100,000 [75,000] Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Companypreceding paragraph, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Securities. Any such election to purchase the Optional Securities may be exercised only no more than once by written notice from the Underwriter you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number amount of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter Underwriter, and the date on which such Optional Securities are to be delivered, as determined by the Underwriter you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company you otherwise agree in writing, no earlier than two or later than ten seven business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $23.50[$ ], the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares number of the Securities included in the Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fraction, the numerator of which shares may is the aggregate number of Firm Securities to be purchased by directors such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and executive officers the denominator of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from the Company solely at any office of the Underwriter as set forth in Schedule I hereto and (b) in the event and to the extent that the Underwriter Underwriters shall exercise its the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers2, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject exercised (to the terms and conditions herein set forthbe adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the aggregate number of Firm Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from the Company hereby as set forth in Schedule I hereto. The Company grants to the Underwriter Underwriters the right to purchase at its their election up to 100,000 570,000 Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Companypreceding paragraph, for the sole purpose of covering sales of shares overallotments, in excess the sale of the number of Firm Securities. Any such election to purchase the Optional Securities may be exercised only no more than once by written notice from the Underwriter you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number amount of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter and the date on which such Optional Securities are to be delivered, as determined by the Underwriter you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company you otherwise agree in writing, no earlier than two or later than ten seven business days after the date of such notice. The Company hereby agrees not to offer, pledge, sell, contract to sell, sell any option to purchase, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock except to the Underwriters pursuant to this Agreement and to stockholders of the Founding Companies pursuant to the Acquisition Agreements, for a period of 180 days after the date of the Prospectus without the prior written consent of Scott & Stringfellow, Inc. During such period (i) the Company may issux xxxres xx Xxxxxx Xtock in connection with acquisitions after the thirtieth day following the date of the Prospectus, (ii) the Company may grant stock options and issue shares of Common Stock on the exercise of stock options pursuant to the company's existing incentive plan and (iii) the Company may issue shares of Common Stock upon the exercise of any option or warrant or the conversion of any convertible security outstanding on the date hereof. The Company also agrees not to amend the provisions of Section 10.14(a) of each of the Acquisition Agreements, or to waive the provisions thereof or give its consent thereunder, for a period of 180 days after the date of the Prospectus without the prior written consent of Scott & Stringfellow, Inc. Notwithstanding the foregoing, during such xxxxxd txx Xxxxxxx xay register 3,000,000 shares of Common Stock under the Act for use by the Company in future acquisitions. The Company shall, prior to or concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the directors and officers of the Company and (ii) each stockholder listed on Annex II hereto to the effect that such person will not, during the period commencing on the date such person signs such agreement and ending 180 days after the date of the Prospectus, without the prior written consent of Scott & Stringfellow, Inc., (A) engage in any of the transactions descxxxxx in xxx xxxxx xentence of this paragraph or (B) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable for Common Stock.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forthforth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to issue and sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $23.50__.____, the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares number of the Securities included in the Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fraction, the numerator of which shares may is the aggregate number of Firm Securities to be purchased by directors such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and executive officers the denominator of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from the Company solely at any office of the Underwriter hereunder and (b) in the event and to the extent that the Underwriter Underwriters shall exercise its the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers2, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject exercised (to the terms and conditions herein set forthbe adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriter Underwriters the right to purchase purchase, severally and not jointly, at its their election up to 100,000 [105,000] Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Companypreceding paragraph, for the sole purpose of covering sales of shares overallotments in excess the sale of the number of Firm Securities. Any such election to purchase the Optional Securities may be exercised only no more than once by written notice from the Underwriter you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number amount of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter Underwriters, severally and not jointly, and the date on which such Optional Securities are to be delivered, as determined by the Underwriter you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company you otherwise agree in writing, no earlier than two or later than ten seven business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forthforth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to issue and sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $23.50$ . , the Firm Securities, provided, however, that the purchase price per shares will be $24.125 per share for up to 50,000 shares number of the Securities included in the Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company by a fraction, the numerator of which shares may is the aggregate number of Firm Securities to be purchased by directors such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and executive officers the denominator of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from the Company solely at any office of the Underwriter hereunder and (b) in the event and to the extent that the Underwriter Underwriters shall exercise its the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price per share set forth in clause (a) of this Section 2 for persons other than directors and executive officers2, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject exercised (to the terms and conditions herein set forthbe adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriter Underwriters the right to purchase purchase, severally and not jointly, at its their election up to 100,000 Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and executive officers of the Companypreceding paragraph, for the sole purpose of covering sales of shares over-allotments in excess the sale of the number of Firm Securities. Any such election to purchase the Optional Securities may be exercised only no more than once by written notice from the Underwriter you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number amount of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter Underwriters, severally and not jointly, and the date on which such Optional Securities are to be delivered, as determined by the Underwriter you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company you otherwise agree in writing, no earlier than two or later than ten seven business days after the date of such notice.

Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price per share of $23.5010.105, the Firm Securities, provided, however, that the purchase price per shares will be $24.125 10.374 per share for up to 50,000 225,000 shares of the Securities Common Stock included in the Firm Securities which shares may be purchased by directors and directors, executive officers and any holder of 10% or more of the outstanding shares of Common Stock (a “Substantial Shareholder”) of the Company and the Bank solely at any office of the Underwriter and (b) in the event and to the extent that the Underwriter shall exercise its election to purchase Optional Securities as provided below, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 for persons other than directors directors, executive officers and executive officersSubstantial Shareholders, that portion of the number of Optional Securities as to which such election shall have been exercised. Subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriter the right to purchase at its their election up to 100,000 208,598 Optional Securities, at the purchase price per share set forth in clause (a) of the paragraph above for persons other than directors and directors, executive officers of the Companyand Substantial Shareholders, for the sole purpose of covering sales of shares in excess of the number of Firm Securities. Any such election to purchase Optional Securities may be exercised only by written notice from the Underwriter to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased, the number of Optional Securities to be purchased by the Underwriter and the date on which such Optional Securities are to be delivered, as determined by the Underwriter but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless the Underwriter and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice.