Common use of Banking Operations Clause in Contracts

Banking Operations. (a) After the Effective Time, Xenith Bank, Richmond, Virginia (“Xenith Bank”), the wholly owned subsidiary of XBKS, shall merge with and into Union Bank & Trust, Richmond, Virginia (“Union Bank”), the wholly owned subsidiary of UBSH (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) (the “Bank Merger Agreement”) and the separate existence of Xenith Bank shall cease and Union Bank shall survive and continue to exist as a bank incorporated and chartered under the laws of the Commonwealth of Virginia. UBSH may at any time change the method or timing of effecting the combination of Xenith Bank and Union Bank if and to the extent UBSH deems such changes necessary, appropriate or desirable for any reason in its discretion (including, without limitation, to ensure that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code); provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to quality as a “reorganization” within the meaning of Section 368(a) of the Code, (iii) materially impede or delay consummation of the transactions contemplated by this Agreement or (iv) result in the Bank Merger occurring prior to the Merger of XBKS and UBSH; and provided, further, that (x) UBSH shall provide XBKS with five days’ prior written notice of such change and the reasons therefor, and (y) UBSH shall not make any change that would materially affect the tax consequences to XBKS or its shareholders without the prior written consent of XBKS (such consent not to be unreasonably withheld, conditioned or delayed). (b) On or prior to the effective time of the Bank Merger, UBSH as the sole shareholder of Union Bank shall cause the XBKS Directors to be appointed as directors of Union Bank as of the effective time of the Bank Merger to serve until the next annual meeting of the shareholders of Union Bank following the Effective Time. Provided that each XBKS Director continues to be eligible to serve as a director of UBSH, and subject to compliance by the Board of Directors of Union Bank with its fiduciary duties (including compliance with Union Bank’s Organizational Documents and Corporate Governance Guidelines) Union Bank shall nominate each XBKS Director for reelection to the Board of Directors of Union Bank at the first annual meeting of the shareholder of Union Bank following the Effective Time.

Banking Operations. (a) After the Effective Time, Xenith Access National Bank, Richmond, Virginia (“Xenith Bank”), the a national banking association and wholly owned subsidiary of XBKSANCX (“Access National Bank”), shall merge with and into Union Bank & Trust, Richmond, a Virginia chartered bank and wholly owned subsidiary of UBSH (“Union Bank”), the wholly owned subsidiary of UBSH ) (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) D (the “Bank Merger Agreement”) and the separate existence of Xenith Access National Bank shall cease and Union Bank shall survive and continue to exist as a bank incorporated and chartered under the laws Laws of the Commonwealth of Virginia. UBSH may at any time change the method or timing of effecting the combination of Xenith Access National Bank and Union Bank if and to the extent UBSH deems such changes necessary, appropriate or desirable for any reason in its discretion (including, without limitation, including to ensure that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code); provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to quality qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (iii) materially impede or delay consummation of the transactions contemplated by this Agreement or (iv) result in the Bank Merger occurring prior to the Merger of XBKS ANCX and UBSH; and provided, further, that (x) UBSH shall provide XBKS ANCX with five days’ prior written notice of such change and the reasons therefor, and (y) UBSH shall not make any change that would materially affect the tax Tax consequences to XBKS ANCX or its shareholders without the prior written consent of XBKS ANCX (such consent not to be unreasonably withheld, conditioned or delayed). (b) On or prior to the effective time of the Bank Merger, UBSH as the sole shareholder of Union Bank shall cause the XBKS Directors ANCX Director to be appointed as directors a director of Union Bank as of the effective time of the Bank Merger to serve until the next annual meeting of the shareholders shareholder of Union Bank following the Effective Time. Provided that each XBKS the ANCX Director continues to be eligible to serve as a director of UBSHthe Continuing Corporation, and subject to compliance by the Board of Directors of Union Bank with its fiduciary duties (including compliance with Union Bank’s Organizational Documents and Corporate Governance Guidelines) Union Bank shall nominate each XBKS the ANCX Director for reelection to the Board of Directors of Union Bank at the first annual meeting of the shareholder of Union Bank following the Effective Time.

Banking Operations. (a) After the Effective TimeDate, Xenith Middleburg Bank, RichmondMiddleburg, Virginia (“Xenith Middleburg Bank”), the wholly owned subsidiary of XBKSMiddleburg, shall merge with and into Union Bank & TrustAccess National Bank, RichmondReston, Virginia (“Union Access Bank”), the wholly owned subsidiary of UBSH Access (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) (the “Bank Merger Agreement”) and ), the separate existence of Xenith Middleburg Bank shall cease and Union Access Bank shall survive and continue to exist as a bank incorporated and chartered national banking association organized under the laws of the Commonwealth of VirginiaUnited States. UBSH Access may at any time change the method or timing of effecting the combination of Xenith Middleburg Bank and Union Access Bank (including, without limitation, the provisions of this Section 1.5(a) of the Agreement) if and to the extent UBSH Access deems such changes necessary, appropriate or desirable for any reason in its discretion (including, without limitation, to ensure that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code)discretion; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to quality qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement or (iv) result in the Bank Merger occurring prior to the Merger of XBKS and UBSHAgreement; and provided, further, that (x) UBSH Access shall provide XBKS Middleburg with five seven days’ prior written notice of such change and the reasons therefor, and (y) UBSH shall not make any change that would materially affect the tax consequences to XBKS or its shareholders without the prior written consent of XBKS (such consent not to be unreasonably withheld, conditioned or delayed). (b) On or Prior to the Effective Date, Access, Access Bank, Middleburg and Middleburg Bank shall take all actions necessary to effectuate the following: (i) The officers and directors of Access Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(i) of the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein; and (ii) The officers and directors of Middleburg Bank immediately following the Effective Date shall be the individuals set forth in Section 1.5(b)(ii) of the Disclosure Letter of Access, serving in the positions set forth beside each individual’s name therein. (c) The officers and directors of Access Bank immediately prior to the effective time date of the Bank Merger shall continue to serve as officers and directors of Access Bank after the effective date of the Bank Merger, UBSH as the sole shareholder of Union Bank shall cause the XBKS Directors to be appointed as directors of Union Bank as . (d) Section 1.5(d) of the effective time Disclosure Letter of Access contains a list of the branch offices of Middleburg Bank Merger that shall be operated by the Continuing Corporation upon the Effective Date, subject to serve until the next annual meeting opening or closing of any branch offices that may be authorized by federal and state banking regulators. After the Effective Date, the Continuing Corporation shall initially operate the branch offices listed in Section 1.5(d) of the shareholders Disclosure Letter of Union Access under the name and logo of Middleburg Bank following that are used on the date of this Agreement (with any change to the use of such name or logo after the Effective Time. Provided that each XBKS Director continues Date to be eligible to serve as require a director majority vote of UBSH, and subject to compliance by the Board of Directors of Union Bank the Continuing Corporation), subject to any changes required to comply with its fiduciary duties (including compliance with Union Bank’s Organizational Documents and Corporate Governance Guidelines) Union Bank shall nominate each XBKS Director for reelection to the Board of Directors of Union Bank at the first annual meeting of the shareholder of Union Bank following the Effective Timeapplicable federal or state banking regulations or requested by any Governmental Authority.

Banking Operations. (a) After the Effective TimeDate, Xenith BankEVB, RichmondTappahannock, Virginia (“Xenith BankEVB”), the wholly owned subsidiary of XBKSEVBS, shall merge with and into Union Bank & TrustSonabank, RichmondMcLean, Virginia (“Union BankSonabank”), the wholly owned subsidiary of UBSH SONA (the “Bank Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger substantially in the form attached as Exhibit 1.5(a) (the “Bank Merger Agreement”) and the separate existence of Xenith Bank EVB shall cease and Union Bank Sonabank shall survive and continue to exist as a state chartered bank incorporated and chartered organized under the laws of the Commonwealth of Virginia and with its headquarters and principal executive offices in Richmond, Virginia. UBSH SONA may at any time change the method or timing of effecting the combination of Xenith Bank EVB and Union Bank Sonabank (including, without limitation, the provisions of this Section 1.5(a)) if and to the extent UBSH deems SXXX xxxxx such changes necessary, appropriate or desirable for any reason in its discretion (including, without limitation, to ensure that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code)discretion; provided, however, that no such change shall (i) alter or change the amount or kind of Merger Consideration (as defined herein), (ii) adversely affect the ability of the Merger to quality qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement or (iv) result in the Bank Merger occurring prior to the Merger of XBKS and UBSHAgreement; and provided, further, that (x) UBSH SONA shall provide XBKS EVBS with five days’ prior written notice of such change and the reasons therefor, and (y) UBSH shall not make any change that would materially affect the tax consequences to XBKS or its shareholders without the prior written consent of XBKS (such consent not to be unreasonably withheld, conditioned or delayed). (b) On or prior to the effective time The Board of the Bank Merger, UBSH Directors of SONA (as the sole shareholder of Union Bank Sonabank) shall cause the XBKS number of directors that will comprise the full Board of Directors to be appointed as directors of Union Bank as of Sonabank after the effective time date of the Bank Merger to serve until be fixed at eleven (11), consisting of (i) six (6) current Sonabank directors designated by SONA, including (A) the next annual meeting current Chief Executive Officer and Chairman of the shareholders of Union Bank following the Effective Time. Provided that each XBKS Director continues to be eligible to serve as a director of UBSH, and subject to compliance by the Board of Directors of Union Sonabank and (B) the current President and Vice Chairman of the Board of Directors of Sonabank (the “Sonabank Directors”), and (ii) the five (5) EVB directors (the “EVB Directors”) and one (1) observer to the Board of Directors of Sonabank designated by EVB and set forth on Section 1.5(b) of the Disclosure Letter of EVBS. No other directors of Sonabank or EVB shall be designated to serve on the Board of Directors of Sonabank after the effective date of the Bank with its fiduciary duties Merger. The Sonabank Directors and EVB Directors will be split among the three classes of directors to serve staggered terms as set forth on Section 1.5(b) of the Disclosure Letter of SONA. Provided that each EVB Director continues to meet the standards for directors of Sonabank, SONA (including compliance with Union Bank’s Organizational Documents and Corporate Governance Guidelinesas the sole shareholder of Sonabank) Union Bank shall nominate each XBKS EVB Director for reelection to the Board of Directors of Union Bank at Sonabank upon expiration of his or her term. (c) Subject to and in accordance with the first annual meeting articles of incorporation and bylaws of Sonabank, effective as of the shareholder effective date of Union the Bank following Merger, (i) Mx. Xxxxxxx X. Derrico will continue to serve as Executive Chairman of the Board of Directors of Sonabank, (ii) Mr. R. Rxxxxxxx Xxxxxx will continue to serve as Executive Vice Chairman of the Board of Directors of Sonabank, (iii) Mx. Xxx X. Shearin will serve as President and Chief Executive Officer of Sonabank and (iv) the persons set forth on Section 1.5(c) of the Disclosure Letter of SONA and in such positions specified therein, shall serve as the other officers of Sonabank from and after the effective date of the Bank Merger. (d) Section 1.5(d) of the Disclosure Letter of SONA contains a list of the branch offices of EVB that shall be operated by the Continuing Corporation upon the Effective TimeDate, subject to the opening or closing of any branch offices that may be authorized by federal and state banking regulators. After the Effective Date, the Continuing Corporation shall initially operate the branch offices listed in Section 1.5(d) of the Disclosure Letter of SONA under the name and logo of EVB that are used on the date of this Agreement (with any change to the use of such name or logo after the Effective Date to require a majority vote of the Board of Directors of the Continuing Corporation), subject to any changes required to comply with applicable federal or state banking regulations or requested by any Governmental Authority (as defined herein).