FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • October 7th, 2019 • Bay Banks of Virginia Inc • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 7, 2019, and is made by and among Bay Banks of Virginia, Inc., a Virginia corporation (the “Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
MANAGEMENT CONTINUITY AGREEMENTManagement Continuity Agreement • January 15th, 2014 • Bay Banks of Virginia Inc • State commercial banks • Virginia
This Management Continuity Agreement, dated as of January 10, 2014 (“Agreement”), is by and between Bay Banks of Virginia, Inc., a Virginia corporation (the “Company”), and Douglas F. Jenkins, Jr. (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2020 • Bay Banks of Virginia Inc • State commercial banks
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of the 2nd day of January, 2020 (the “Date of Hire”), between Bay Banks of Virginia, Inc., a Virginia corporation (the “Corporation”), Virginia Commonwealth Bank, a wholly-owned bank subsidiary of the Corporation (the “Bank”), and Michael H. Troutman (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2016 • Bay Banks of Virginia Inc • State commercial banks
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made as of November 2, 2016, by and among Bay Banks of Virginia, Inc., a Virginia corporation (the “Corporation”), Bank of Lancaster, a wholly-owned bank subsidiary of the Corporation (the “Bank”), and Randal R. Greene (the “Executive”).
FORM OF BAYK AFFILIATE AGREEMENTAffiliate Agreement • August 17th, 2020 • Bay Banks of Virginia Inc • State commercial banks
THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of August 12, 2020, is by and among BLUE RIDGE BANKSHARES, INC., a Virginia corporation (“BRBS”), BAY BANKS OF VIRGINIA, INC., a Virginia corporation (“BAYK”), and the undersigned shareholder of BAYK (“Shareholder”). All capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (as defined herein).
FORM OF BRBS AFFILIATE AGREEMENTAffiliate Agreement • August 17th, 2020 • Bay Banks of Virginia Inc • State commercial banks
THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of August 12, 2020, is by and among BLUE RIDGE BANKSHARES, INC., a Virginia corporation (“BRBS”), BAY BANKS OF VIRGINIA, INC., a Virginia corporation (“BAYK”), and the undersigned shareholder of BRBS (“Shareholder”). All capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (as defined herein).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 3rd, 2013 • Bay Banks of Virginia Inc • State commercial banks • Virginia
THIS SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is by and between Bay Banks of Virginia, Inc., a Virginia corporation (the “Company”), and the undersigned individual, corporation, limited liability company, partnership, trust or employee benefit plan executing this Subscription Agreement as the investor (the “Investor”).
BAY BANKS OF VIRGINIA, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 28th, 2013 • Bay Banks of Virginia Inc • State commercial banks • Virginia
The Company hereby grants the Optionee an option to purchase shares of the common stock of the Company, subject to the terms and conditions of this Agreement.
BAY BANKS OF VIRGINIA, INC. FORM OF NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • June 28th, 2013 • Bay Banks of Virginia Inc • State commercial banks • Virginia
The Company hereby grants the Optionee an option to purchase shares of the common stock of the Company, subject to the terms and conditions of this Agreement.
RETIREMENT AGREEMENTRetirement Agreement • March 6th, 2020 • Bay Banks of Virginia Inc • State commercial banks • Virginia
This Retirement Agreement (the “Agreement”) is entered into this 11th day of October, 2019, by and between Virginia Commonwealth Bank, on behalf of it, its parent, Bay Banks of Virginia, Inc., and each of its subsidiaries and affiliates (collectively, the “Bank”) and Douglas F. Jenkins (“Employee”) in light of the following:
SECURITIES PURCHASE AGREEMENT BY AND AMONG BAY BANKS OF VIRGINIA, INC. AND THE OTHER SIGNATORIES THERETO December 31, 2012Securities Purchase Agreement • January 3rd, 2013 • Bay Banks of Virginia Inc • State commercial banks • New York
The undersigned hereby certifies that she is the duly elected, qualified and acting Secretary of Bay Banks of Virginia, Inc., a Virginia corporation (the “Company”), and that as such she is authorized to execute and deliver this certificate in the name and on behalf of the Company and in connection with the Securities Purchase Agreement, dated as of December 31, 2012, by and among the Company and the investors party thereto (the “Securities Purchase Agreement”), and further certifies in her official capacity, in the name and on behalf of the Company, the items set forth below. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Securities Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2018 • Bay Banks of Virginia Inc • State commercial banks
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of the 12th day of March, 2018, by and among Bay Banks of Virginia, Inc., a Virginia corporation (the “Corporation”), Virginia Commonwealth Bank, a wholly-owned bank subsidiary of the Corporation (the “Bank”), and Judy C. Gavant (“Executive”).
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • June 2nd, 2015 • Bay Banks of Virginia Inc • State commercial banks • Virginia
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of May 28, 2015, and is made by and among Bay Banks of Virginia, Inc. (“Borrower”), and the several lenders named on Schedule I hereto (each a “Lender” and collectively, the “Lenders”).
BAY BANKS OF VIRGINIA, INC. FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 28th, 2013 • Bay Banks of Virginia Inc • State commercial banks • Virginia
The Company hereby grants the Employee a Restricted Stock Award under the Bay Banks of Virginia, Inc. 2013 Stock Incentive Plan (the “Plan”), subject to the terms and conditions of this Agreement.
FORM OF SUBORDINATED NOTESubordinated Note • October 7th, 2019 • Bay Banks of Virginia Inc • State commercial banks • New York
THIS SUBORDINATED NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE PAYING AGENCY AND REGISTRAR AGREEMENT, DATED AS OF OCTOBER 7, 2019 (THE “PAYING AGENT AGREEMENT”), BETWEEN BAY BANKS OF VIRGINIA, INC. AND UMB BANK N.A., AS PAYING AGENT AND REGISTRAR, AND IS REGISTERED IN THE NAME OF CEDE & CO AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SUBORDINATED NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PAYING AGENT AGREEMENT, AND NO TRANSFER OF THIS SUBORDINATED NOTE (OTHER THAN A TRANSFER OF THIS SUBORDINATED NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THE PAYING AGENT AGREEMENT.
AGREEMENT AND PLAN OF MERGER by and between BAY BANKS OF VIRGINIA, INC. and VIRGINIA BANCORP INC. November 2, 2016Merger Agreement • November 8th, 2016 • Bay Banks of Virginia Inc • State commercial banks • Virginia
AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this “Agreement”), by and between BAY BANKS OF VIRGINIA, INC. (“Bay Banks”) and VIRGINIA BANCORP INC. (“Virginia BanCorp”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 1st, 2017 • Bay Banks of Virginia Inc • State commercial banks • Virginia
This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2017, by and among Bay Banks of Virginia, Inc., a Virginia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
