Eastern Virginia Bankshares Inc Sample Contracts

EASTERN VIRGINIA BANKSHARES, INC. Shares of Common Stock (Par Value $2.00 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 24th, 2006 • Eastern Virginia Bankshares Inc • State commercial banks • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 24th, 2015 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated April 22, 2015 by and among the Company and the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $20,000,000 aggregate principal amount of the Company’s 6.50% Fixed to Floating Rate Subordinated Notes due 2025, which were issued on April 22, 2015 (the “Subordinated Notes”). In order to induce the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

EASTERN VIRGINIA BANKSHARES, INC. As Issuer, and U.S. BANK NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of April 22, 2015 6.50% Fixed to Floating Rate Subordinated Notes due 2025
Indenture • April 24th, 2015 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

This INDENTURE dated as of April 22, 2015 is between Eastern Virginia Bankshares, Inc., a Virginia corporation (the “Company”), and U.S. Bank National Association, as trustee.

RECITALS
Employment Agreement • March 24th, 2003 • Eastern Virginia Bankshares Inc • State commercial banks
EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2010 • Eastern Virginia Bankshares Inc • State commercial banks

This EMPLOYMENT AGREEMENT is made and entered into as of the 16th day of September, 2010 by and between Eastern Virginia Bankshares, Inc., a Virginia Corporation, hereafter called the “Corporation”, and Douglas C. Haskett II hereinafter called “Employee”, and provides as follows:

AFFILIATE AGREEMENT OF EASTERN VIRGINIA BANKSHARES, INC.
Affiliate Agreement • December 14th, 2016 • Eastern Virginia Bankshares Inc • State commercial banks

THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of December 13, 2016, is by and among SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (“SONA”), EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”), and the undersigned shareholder of EVBS (the “Shareholder”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).

SECURITIES PURCHASE AGREEMENT dated as of March 26, 2013 between EASTERN VIRGINIA BANKSHARES, INC. and CASTLE CREEK CAPITAL PARTNERS IV, LP
Securities Purchase Agreement • March 28th, 2013 • Eastern Virginia Bankshares Inc • State commercial banks • New York

SECURITIES PURCHASE AGREEMENT, dated as of March 26, 2013 (this “Agreement”), between Eastern Virginia Bankshares, Inc., a Virginia corporation (the “Company”), and Castle Creek Capital Partners IV, LP (the “Investor”).

Amendment No. 2 to AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 5th, 2017 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is made as of April 5, 2017 between SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (“SONA”), and EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”). Each of SONA and EVBS is sometimes referred to herein as a “Party” and collectively as the “Parties.”

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN EASTERN VIRGINIA BANKSHARES, INC. AND FIRST CAPITAL BANCORP, INC. April 3, 2009
Merger Agreement • April 6th, 2009 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

This AGREEMENT AND PLAN OF MERGER, dated as of the 3rd day of April, 2009 (this “Agreement”), by and between EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”), and FIRST CAPITAL BANCORP, INC., a Virginia corporation (“FCB”).

VOTING AGREEMENT AND ELECTION OF CONSIDERATION
Voting Agreement • December 14th, 2016 • Eastern Virginia Bankshares Inc • State commercial banks

THIS VOTING AGREEMENT AND ELECTION OF CONSIDERATION (the “Agreement”), dated as of December 13, 2016, is by and among SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (“SONA”), EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”), and [NAME] (the “Shareholder”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).

agreement and plan of MERGER between southern national bancorp of virginia, inc. and eastern virginia bankshares, inc.
Merger Agreement • December 14th, 2016 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 13, 2016, between SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (“SONA”), and EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”).

Amendment No. 1 to AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 9th, 2017 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is made as of March 8, 2017 between SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (“SONA”), and EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”). Each of SONA and EVBS is sometimes referred to herein as a “Party” and collectively as the “Parties.”

Amendment to AMENDED AND RESTATED employment Agreement
Employment Agreement • March 23rd, 2015 • Eastern Virginia Bankshares Inc • State commercial banks

This Amendment to AMENDED AND RESTATED EMPLOYMENT Agreement (this “Amendment”), is adopted this 19th day of March, 2015, by EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (the “Corporation”) and JOE A SHEARIN (the “Employee”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Employment Agreement (as defined below).

EASTERN VIRGINIA BANKSHARES, INC. DEFINITIONS
2007 Equity Compensation Plan • August 3rd, 2007 • Eastern Virginia Bankshares Inc • State commercial banks

Administrator means the Committee. Notwithstanding the preceding sentence, “Administrator” means the Board on any date on which there is not a Committee.

UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. STATE CORPORATION COMMISSION BUREAU OF FINANCIAL INSTITUTIONS RICHMOND, VIRGINIA
Written Agreement • February 22nd, 2011 • Eastern Virginia Bankshares Inc • State commercial banks

Written Agreement by and among EASTERN VIRGINIA BANKSHARES, INC. Tappahannock, Virginia EVB Tappahannock, Virginia FEDERAL RESERVE BANK OF RICHMOND Richmond, Virginia And Docket Nos. 10-244-WA/RB-HC 10-244-WA/RB-SM STATE CORPORATION COMMISSION BUREAU OF FINANCIAL INSTITUTIONS Richmond, Virginia

FORM OF SPLIT DOLLAR INSURANCE AGREEMENT
Split Dollar Insurance Agreement • March 31st, 2015 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

THIS AGREEMENT made and entered into this first day of _____________, ____, by and between EVB, a Virginia corporation, with principal offices and place of business in the Commonwealth of Virginia (hereinafter referred to as the “Corporation”), and ______________________________, an individual residing in the Commonwealth of Virginia (hereinafter referred to as the “Employee”), recites and provides as follows:

Eastern Virginia Bankshares, Inc. FORM OF Restricted Stock Agreement
Restricted Stock Agreement • November 21st, 2016 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

THIS AGREEMENT dated as of the <<grant date>>, between EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (the “Company”), and <<name>> (“Participant”), is made pursuant and subject to the provisions of the Eastern Virginia Bankshares, Inc. 2016 Equity Compensation Plan (the “Plan”). All capitalized terms used in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.

Form of Consent Letter
Consent Letter • January 13th, 2009 • Eastern Virginia Bankshares Inc • State commercial banks

Eastern Virginia Bankshares, Inc. (the "Company") anticipates entering into a Securities Purchase Agreement (the "Securities Purchase Agreement"), with the United States Department of Treasury ("Treasury") that provides for the Company's participation in the Treasury's TARP Capital Purchase Program (the "CPP"). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2005 • Eastern Virginia Bankshares Inc • State commercial banks

THIS EMPLOYMENT AGREEMENT is made and entered into as of the 25th day of March, 2004 by and between Hanover Bank, a Virginia corporation, hereinafter called the “Corporation”, and William E. Martin, Jr. hereinafter called “Employee”, and provides as follows:

AGREEMENT AND PLAN OF REORGANIZATION among EASTERN VIRGINIA BANKSHARES, INC., EVB and VIRGINIA COMPANY BANK May 29, 2014
Merger Agreement • May 30th, 2014 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

AGREEMENT AND PLAN OF REORGANIZATION, dated as of May 29, 2014, among Eastern Virginia Bankshares, Inc. (“EVBS”), EVB and Virginia Company Bank (“VCB”).

Eastern Virginia Bankshares, Inc. Restricted Stock Agreement
Restricted Stock Agreement • November 19th, 2010 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

THIS AGREEMENT dated as of the <<date of agreement>>, between EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (the “Corporation”), and <<name>> (“Participant”), is made pursuant and subject to the provisions of the Eastern Virginia Bankshares, Inc. Stock Incentive Plan (the “Plan”). All capitalized terms used herein that are defined in the Plan have the same meaning given them in the Plan.

AMENDED and RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2009 • Eastern Virginia Bankshares Inc • State commercial banks

THIS AMENDED and RESTATED EMPLOYMENT AGREEMENT, effective January 1, 2008, is an amendment and restatement of the employment agreement made and entered into as of the 6th day of January 2003, by and between Eastern Virginia Bankshares, Inc., a Virginia corporation, (the “Corporation”), and Joe A. Shearin (“Employee”). This amended and restated agreement provides as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2005 • Eastern Virginia Bankshares Inc • State commercial banks

THIS EMPLOYMENT AGREEMENT is made and entered into as of the 11th day of August, 2004 by and between Bank of Northumberland, a Virginia corporation, hereinafter called the “Corporation”, and Lewis R. Reynolds hereinafter called “Employee”, and provides as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2015 • Eastern Virginia Bankshares Inc • State commercial banks

THIS EMPLOYMENT AGREEMENT, effective November 20, 2014, is made and entered by and between Eastern Virginia Bankshares, inc., a Virginia corporation ("Corporation"), and Mark C. Hanna ("Employee"). This Employment Agreement provides as follows:

MEMORANDUM OF UNDERSTANDING By and Between EVB Tappahannock, Virginia EASTERN VIRGINIA BANKSHARES, INC. Tappahannock, Virginia STATE CORPORATION COMMISSION BUREAU OF FINANCIAL INSTITUTIONS Richmond, Virginia And FEDERAL RESERVE BANK OF RICHMOND...
Memorandum of Understanding • September 10th, 2013 • Eastern Virginia Bankshares Inc • State commercial banks

WHEREAS, Eastern Virginia Bankshares, Inc., Tappahannock, Virginia, (Corporation) a registered bank holding company that owns and controls EVB, Tappahannock, Virginia, (Bank), the State Corporation Commission Bureau of Financial Institutions (Bureau) and the Federal Reserve Bank of Richmond (Reserve Bank) have mutually agreed to enter into this Memorandum of Understanding (MOU) and

Eastern Virginia Bankshares, Inc. FORM OF Restricted Stock Agreement
Restricted Stock Agreement • October 16th, 2014 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

THIS AGREEMENT dated as of the <<grant date>>, between EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (the “Corporation”), and <<name>> (“Participant”), is made pursuant and subject to the provisions of the Eastern Virginia Bankshares, Inc. 2007 Equity Compensation Plan (the “Plan”). All capitalized terms used in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • April 24th, 2015 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 22, 2015, and is made by and among Eastern Virginia Bankshares, Inc., a Virginia corporation (“Company”), and the several purchasers of the Subordinated Notes named on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”).

PURCHASE AND ASSUMPTION AGREEMENT Between MILLENNIUM BANK, N.A. (“Seller”) and EVB (“Purchaser”)
Purchase and Assumption Agreement • December 3rd, 2007 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

THIS PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of November 30, 2007 between MILLENNIUM BANK, N.A., a national banking association having its principal offices in Reston, Virginia (“Seller”), and EVB, a Virginia banking corporation having its principal offices in Tappahannock, Virginia (“Purchaser”):

ARTICLE I
2000 Stock Option Plan • December 21st, 2001 • Eastern Virginia Bankshares Inc • State commercial banks
Eastern Virginia Bankshares, Inc. Restricted Stock Agreement
Restricted Stock Agreement • July 6th, 2012 • Eastern Virginia Bankshares Inc • State commercial banks • Virginia

THIS AGREEMENT dated as of the <<grant date>>, between EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (the “Corporation”), and <<name>> (“Participant”), is made pursuant and subject to the provisions of the Eastern Virginia Bankshares, Inc. 2007 Equity Compensation Plan (the “Plan”). All capitalized terms used in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.

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