Xenith Bankshares, Inc. Contracts & Agreements

AGREEMENT AND PLAN OF REORGANIZATION between UNIONBANKSHARES CORPORATION and XENITH BANKSHARES, INC. May 19,2017 TABLE OF CONTENTS (Filed With SEC on May 23, 2017)

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (Filed With SEC on March 14, 2017)

ASSET PURCHASE AGREEMENT AMONG XENITHBANK, GATEWAY BANK MORTGAGE, INC., AND CORNERSTONE HOMELENDING, INC. DATED AS OF SEPTEMBER 16, 2016 ASSET PURCHASE AGREEMENT (Filed With SEC on September 19, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on July 29, 2016)

AGREEMENT AND PLAN OF REORGANIZATION by and between XENITH BANKSHARES, INC. and HAMPTON ROADS BANKSHARES, INC. Dated as of February 10, 2016 (Filed With SEC on February 16, 2016)

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (Filed With SEC on February 16, 2016)

AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (Filed With SEC on February 16, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on February 16, 2016)

EXECUTION VERSION AGREEMENT AND PLAN OF REORGANIZATION by and between XENITHBANKSHARES, INC. and HAMPTON ROADS BANKSHARES, INC. Dated as ofFebruary 10, 2016 TABLE OF CONTENTS (Filed With SEC on February 16, 2016)

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (Filed With SEC on December 16, 2015)

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (Filed With SEC on December 16, 2015)

HAMPTON ROADS BANKSHARES, INC. AMENDMENT TO EQUITY AWARDS UNDER THE 2011 OMNIBUS INCENTIVE PLAN (Filed With SEC on December 16, 2015)

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (Filed With SEC on November 5, 2015)

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (Filed With SEC on September 29, 2015)

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (Filed With SEC on September 29, 2015)

AMENDMENT TOCREDIT AGREEMENT (Filed With SEC on September 29, 2015)

RELEASE AND SEPARATION AGREEMENT (Filed With SEC on September 16, 2015)

SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of June 19, 2015 by and among XENITHBANKSHARES, INC. and THE PURCHASERS NAMED HEREIN TABLE OF CONTENTS (Filed With SEC on June 25, 2015)

EMPLOYMENT AGREEMENT (Filed With SEC on March 25, 2015)

CREDITAGREEMENT DATED AS OF SEPTEMBER 30, 2014 BETWEEN XENITHBANKSHARES, INC., AS BORROWER AND RAYMOND JAMESBANK, N.A. AS LENDER (Filed With SEC on October 1, 2014)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on October 1, 2014)

EMPLOYMENT AGREEMENT (Filed With SEC on August 22, 2014)

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (Filed With SEC on August 22, 2014)

HAMPTON ROADS BANKSHARES, INC. Restricted Stock Unit Award Agreement (Filed With SEC on August 22, 2014)

HAMPTON ROADS BANKSHARES, INC. Nonqualified Stock Option Agreement (Filed With SEC on August 22, 2014)

XENITH BANKSHARES, INC. 2012 STOCK INCENTIVE PLAN Amending, Restating and Continuing the Xenith Bankshares, Inc. 2009 Stock Incentive Plan As Approved By Shareholders Effective... (Filed With SEC on August 8, 2014)

XENITH BANKSHARES, INC. StockUnit Award Agreement (Filed With SEC on May 6, 2014)

HAMPTON ROADSBANKSHARES, INC. (a Virginia corporation) 2,089,022 Shares of Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT (Filed With SEC on April 9, 2014)

MEMORANDUM OF UNDERSTANDING By and Between BANK OF HAMPTON ROADS Virginia Beach, Virginia HAMPTON ROADS BANKSHARES Virginia Beach, Virginia STATE CORPORATION COMMISSION BUREAU OF... (Filed With SEC on April 1, 2014)

AGREEMENT OF MERGER datedas of March 20, 2014 among COLONIAL VIRGINIA BANK, XENITH BANKSHARES, INC. and XENITH BANK TABLE OF CONTENTS (Filed With SEC on March 25, 2014)

VOTINGAGREEMENT (Filed With SEC on March 25, 2014)

EMPLOYMENT AGREEMENT (Filed With SEC on August 14, 2013)

XENITH BANKSHARES, INC. Stock Unit Award Agreement (Filed With SEC on August 5, 2013)

XENITH BANKSHARES, INC. 2012 STOCK INCENTIVE PLAN Amending, Restating and Continuing the Xenith Bankshares, Inc. 2009 Stock Incentive Plan As Approved ByShareholders Effective May... (Filed With SEC on March 15, 2013)

XENITH BANKSHARES, INC. Stock Award Agreement Employee (Filed With SEC on January 29, 2013)

HAMPTON ROADS BANKSHARES, INC. Restricted Stock Unit Award Agreement (Filed With SEC on January 2, 2013)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE (Filed With SEC on August 22, 2012)

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THECOMPANYS PROSPECTUS (THE PROSPECTUS) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE... (Filed With SEC on July 23, 2012)

HAMPTON ROADS BANKSHARES, INC. 2011 OMNIBUS INCENTIVE PLAN (AS REVISED, JUNE 2012) Changes adopted by Board of Directors May 21, 2012 Changes approved by Shareholders June 25, 2012 (Filed With SEC on June 25, 2012)

PURCHASE AND ASSUMPTION AGREEMENT Between THE BANK OF HAMPTON ROADS ("Seller") and BANK OF NORTH CAROLINA ("Purchaser") (Filed With SEC on April 30, 2012)

(Restated Electronically for SEC filing purposes only) SUPPLEMENTAL RETIREMENT AGREEMENT (Filed With SEC on March 13, 2012)

First Amendment To Employment Agreement (Filed With SEC on March 13, 2012)

Special Assets Division 2011 Proposed Incentive Plan (Filed With SEC on March 13, 2012)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 17, 2012)

SMALL BUSINESS LENDING FUND SECURITIES PURCHASE AGREEMENT (Filed With SEC on September 27, 2011)

CONSULTING AGREEMENT (Filed With SEC on August 18, 2011)

TRANSITION AGREEMENT (Filed With SEC on August 18, 2011)

PURCHASE AND ASSUMPTIONAGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF VIRGINIA BUSINESS BANK, RICHMOND, VIRGINIA, FEDERAL DEPOSIT... (Filed With SEC on August 4, 2011)

AMENDED AND RESTATED PURCHASE AND ASSUMPTION AGREEMENT by and between XENITH BANK, a Virginia banking corporation, as Buyer and PARAGON COMMERCIAL BANK, a North Carolina banking... (Filed With SEC on August 4, 2011)

ASSET PURCHASE AGREEMENT BY AND BETWEEN BANKERS INSURANCE, L.L.C., GATEWAY INSURANCE SERVICES, INC., AND THE BANK OF HAMPTON ROADS DATED AS OF AUGUST 1, 2011 ASSET PURCHASE... (Filed With SEC on August 2, 2011)

PURCHASE AND ASSUMPTION AGREEMENT Between THE BANK OF HAMPTON ROADS ("Seller") and THE EAST CAROLINA BANK ("Purchaser") PURCHASE AND ASSUMPTION AGREEMENT (Filed With SEC on July 14, 2011)

UP TO 5,000,000 COMMON SHARES (Filed With SEC on June 14, 2011)

PURCHASE AND ASSUMPTION AGREEMENT by and between XENITH BANK, aVirginia banking corporation, as Buyer and PARAGON COMMERCIAL BANK, a North Carolina banking corporation, as Seller... (Filed With SEC on June 3, 2011)

4,000,000 Shares Xenith Bankshares, Inc. Common Stock par value $1.00 per share Underwriting Agreement (Filed With SEC on April 4, 2011)

Shares Xenith Bankshares, Inc. Common Stock par value $1.00 per share Underwriting Agreement (Filed With SEC on March 10, 2011)

INVESTOR RIGHTS AGREEMENT AMONG XENITH CORPORATION AND THE INVESTOR SHAREHOLDERS AND OTHER SHAREHOLDERS LISTED ON EXHIBIT A HERETO DATED JUNE 26, 2009 TABLE OF CONTENTS (Filed With SEC on December 30, 2010)

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT AMONG XENITH BANKSHARES, INC., as the Company BCP FUND I VIRGINIA HOLDINGS, LLC, as the sole Institutional Investor AND THE HOLDERS... (Filed With SEC on December 30, 2010)

Deed of Lease dated as of July 14, 2008 between James Center Property LLC and Xenith Bank (in organization) 17th Floor One James Center Richmond, Virginia TABLE OF CONTENTS (Filed With SEC on December 30, 2010)

OFFICE LEASE 8200 GREENSBORO DRIVE, MCLEAN, VIRGINIA GREENSBORO DRIVE PROPERTY LLC, as Landlord, and XENITH BANK [IN ORGANIZATION], A Virginia corporation, as Tenant. OFFICE LEASE (Filed With SEC on December 30, 2010)

SERVICE AGREEMENT (Filed With SEC on December 30, 2010)

AGREEMENT (Filed With SEC on December 30, 2010)

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANYS PROSPECTUS (THE PROSPECTUS) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE... (Filed With SEC on November 12, 2010)

SUBSCRIPTION AGENT AGREEMENT (Filed With SEC on November 12, 2010)

As Restated (Filed With SEC on November 9, 2010)

ASSIGNMENT AND ASSUMPTION AGREEMENT (Filed With SEC on September 23, 2010)

EXCHANGE AGREEMENT by and between HAMPTON ROADS BANKSHARES, INC. and THE UNITED STATES DEPARTMENT OF THE TREASURY Dated as of August12, 2010 TABLE OF CONTENTS (Filed With SEC on August 18, 2010)

AMENDED AND RESTATED WARRANT to purchase 1,325,858 Shares of Common Stock of Hampton Roads Bankshares, Inc. Issue Date: [], 2010 (Filed With SEC on August 18, 2010)

CERTIFICATE OF DESIGNATIONS OF FIXED RATE CUMULATIVE MANDATORILY CONVERTIBLE PREFERRED STOCK, SERIES C-1 OF HAMPTON ROADS BANKSHARES, INC. (Filed With SEC on August 18, 2010)

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... (Filed With SEC on August 17, 2010)

AMENDED & RESTATED INVESTMENT AGREEMENT by and between HAMPTON ROADS BANKSHARES, INC. and CAPGENCAPITAL GROUP VI LP dated as of August 11, 2010 Table of Contents (Filed With SEC on August 17, 2010)

SECOND AMENDED &RESTATED SECURITIES PURCHASE AGREEMENT dated as of August 11, 2010 by and among HAMPTON ROADS BANKSHARES, INC. and THEPURCHASERS SIGNATORY HERETO Table of Contents (Filed With SEC on August 17, 2010)

AMENDED & RESTATEDSECURITIES PURCHASE AGREEMENT dated as of August 11, 2010 by and among HAMPTON ROADS BANKSHARES, INC. and THEPURCHASERS SIGNATORY HERETO (Filed With SEC on August 17, 2010)

[Signature page follows] 2 (Filed With SEC on August 17, 2010)

[Signature pagefollows] 2 (Filed With SEC on August 17, 2010)

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. 505... (Filed With SEC on August 17, 2010)

AMENDED & RESTATED INVESTMENT AGREEMENT dated as of June 30, 2010 by and among HAMPTON ROADS BANKSHARES, INC., CARLYLE GLOBAL FINANCIAL SERVICES PARTNERS, L.P. and ACMO-HR, L.L.C.... (Filed With SEC on July 7, 2010)

INVESTMENT AGREEMENT by and between HAMPTON ROADS BANKSHARES, INC. and CAPGEN CAPITAL GROUP VI LP dated as of June 30, 2010 (Filed With SEC on July 7, 2010)

AMENDED & RESTATED SECURITIES PURCHASE AGREEMENT dated as of June 30, 2010 by and among HAMPTON ROADS BANKSHARES, INC. and THE PURCHASERS SIGNATORY HERETO... (Filed With SEC on July 7, 2010)

SECURITIES PURCHASE AGREEMENT dated as of June 30, 2010 by and among HAMPTON ROADS BANKSHARES, INC. and THE PURCHASERS SIGNATORY HERETO _____________________________ (Filed With SEC on July 7, 2010)

[Signature page follows] (Filed With SEC on July 7, 2010)

Midtown Acquisitions L.P. 65 East 55th Street, 19th Floor New York, New York 10022 (Filed With SEC on July 7, 2010)

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. 505... (Filed With SEC on July 7, 2010)

UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. (Filed With SEC on June 17, 2010)

INVESTMENT AGREEMENT dated as of May 23, 2010 by and among HAMPTON ROADS BANKSHARES, INC., CARLYLE GLOBAL FINANCIAL SERVICES PARTNERS, L.P. and ACMO-HR, L.L.C.... (Filed With SEC on May 27, 2010)

SECURITIES PURCHASE AGREEMENT dated as of May [], 2010 by and among HAMPTON ROADS BANKSHARES, INC. and THE PURCHASERS SIGNATORY HERETO _____________________________ (Filed With SEC on May 27, 2010)

XENITH BANKSHARES, INC. 2009 STOCK INCENTIVE PLAN As Amended and Restated Effective December 22, 2009 XENITH BANKSHARES, INC. 2009 STOCK INCENTIVE PLAN (Filed With SEC on March 31, 2010)

XENITH BANKSHARES, INC. (Filed With SEC on March 31, 2010)

XENITHBANKSHARES, INC. 2009 STOCK INCENTIVE PLAN Stock Option Agreement (Non-Employee Director) (Filed With SEC on March 31, 2010)

EMPLOYMENT AGREEMENT (Filed With SEC on March 31, 2010)

EMPLOYMENT AGREEMENT (Filed With SEC on July 20, 2009)

SEPARATION AGREEMENT (Filed With SEC on May 22, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on March 30, 2009)

First Amendment To Employment Agreement (Filed With SEC on March 30, 2009)

FIRST AMENDMENT TO THE BANK OF HAMPTON ROADS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Filed With SEC on March 30, 2009)

SECOND AMENDMENT TO THE BANK OF HAMPTON ROADS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Filed With SEC on March 30, 2009)

HAMPTON ROADS BANKSHARES, INC. 2008 DIRECTOR DEFERRED COMPENSATION PLAN (Filed With SEC on March 30, 2009)

AMENDED AND RESTATED HAMPTON ROADS BANKSHARES, INC. (Filed With SEC on March 30, 2009)

FIRST AMENDMENT TO THE HAMPTON ROADS BANKSHARES, INC. EXECUTIVE SAVINGS PLAN (Filed With SEC on March 30, 2009)

SECOND AMENDMENT TO THE HAMPTON ROADS BANKSHARES, INC. EXECUTIVE SAVINGS PLAN (Filed With SEC on March 30, 2009)

HAMPTON ROADS BANKSHARES, INC. EXECUTIVE SAVINGS PLAN TRUST (Filed With SEC on March 30, 2009)

FIRST AMENDMENT TO THE HAMPTON ROADS BANKSHARES, INC. (Filed With SEC on March 30, 2009)

BANK OF HAMPTON ROADS DIRECTORS RETIREMENT PLAN AGREEMENT (Filed With SEC on March 11, 2008)

EMPLOYMENT AGREEMENT (Filed With SEC on March 11, 2008)

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN (Filed With SEC on January 9, 2008)

HAMPTON ROADS BANKSHARES, INC. Common Stock ($0.625 par value) (Filed With SEC on July 27, 2006)

HAMPTON ROADS BANKSHARES, INC. Common Stock ($0.625 par value) (Filed With SEC on June 30, 2006)

VOID (Filed With SEC on March 16, 2006)

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on March 29, 2004)

EMPLOYMENT AGREEMENT (Filed With SEC on March 29, 2004)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on March 29, 2004)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on March 29, 2004)

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on March 29, 2004)

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Xenith Bankshares, Inc. Contracts & Agreements