Exhibit 1 [FORM OF UNDERWRITING AGREEMENT] MILLENNIUM BANKSHARES CORPORATION Common Stock ($5.00 par value) UNDERWRITING AGREEMENT McKinnon & Company, Inc. 555 Main Street, Suite 1212 Norfolk, Virginia 23510 Ladies and Gentlemen: Millennium Bankshares...Underwriting Agreement • December 14th, 2001 • Millennium Bankshares Corp • Blank checks • Virginia
Exhibit 10.2 SEVERANCE AGREEMENT AND RELEASE THOMAS J. CHMELIK, MILLENNIUM BANKSHARES CORPORATION and MILLENNIUM BANK, N.A. have reached the following Agreement. In this Agreement, "Employee" refers to Thomas J. Chmelik. The "Bank" refers to...Severance Agreement • November 15th, 2002 • Millennium Bankshares Corp • National commercial banks
Exhibit 1.2 [FORM OF SELECTED DEALER AGREEMENT] MILLENNIUM BANKSHARES CORPORATION 1,437,500 Shares of Common Stock ($5.00 par value) SELECTED DEALER AGREEMENTSelected Dealer Agreement • January 31st, 2002 • Millennium Bankshares Corp • Blank checks • Virginia
SECTION TWO DurationEmployee Stock Option Agreement • October 30th, 2001 • Millennium Bankshares Corp
RECITALSExecutive Employment Agreement • November 15th, 2002 • Millennium Bankshares Corp • National commercial banks • Virginia
FORM OF UNDERWRITING AGREEMENT] MILLENNIUM BANKSHARES CORPORATION Common Stock ($5.00 par value) UNDERWRITING AND ADVISORY AGREEMENT April , 2004Underwriting Agreement • March 26th, 2004 • Millennium Bankshares Corp • National commercial banks • Virginia
Millennium Bankshares Corporation, a corporation organized under Virginia law (the “Company”), proposes to employ you (“you” or the “Underwriter”) to advise the Company in the structure of an offering to holders of the Company’s common stock warrants and a public offering of the Company’s Common Stock, par value $5.00 per share (the “Common Stock”), and, as agent of the Company, to assist in the sale on a best efforts basis of (i) up to 3,600,000 shares of the Company’s Common Stock in the public offering (the “Public Offering”), less (ii) any shares of Common Stock that are subscribed for by 5:00 p.m. Eastern Daylight Time, April 26, 2004 in the Company’s offering to its warrant holders of 1,653,280 shares of Common Stock (the “Warrant Holder Offering”). The shares of Common Stock to be issued in the Public Offering are referred to herein as the “Shares.”
Exhibit 10.1 THIS EMPLOYMENT CONTRACT amended and restated this 8th day of February 2001 between Millennium Bankshares Corporation and Millennium Bank, National Association and its successors and assigns ("Employer"), a limited liability company...Employment Contract • October 30th, 2001 • Millennium Bankshares Corp • Virginia
EXECUTIVE EMPLOYMENT AGREEMENT OF JOHN NOVAKExecutive Employment Agreement • April 4th, 2007 • Millennium Bankshares Corp • National commercial banks • Virginia
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as the date of the last signature affixed hereto between MILLENNIUM BANK, N.A., a national banking association (the "Bank"), a wholly-owned subsidiary of Millennium Bankshares Corporation (“Millennium Bankshares”), and John Novak ("Executive").
COMMERCIAL DEED OF LEASECommercial Lease Agreement • May 17th, 2004 • Millennium Bankshares Corp • National commercial banks
This Lease (the “Lease”) is entered into by and between Corinth Investments, LLC with an address of 7392 Ironwood Lane: Warrenton, Virginia 20186 (“Landlord”), and Millennium Bank with an address of 1601 Washington Plaza, Reston, Va. 20190 (“Tenant”).
Exhibit 4.2 The warrant covered by this Warrant Agreement has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and no transfer, sale, assignment, pledge, hypothecation or other disposition of such warrant may be...Warrant Agreement • October 30th, 2001 • Millennium Bankshares Corp • Virginia
AGREEMENT BY AND BETWEEN Millennium Bank, National Association Reston, Virginia and The Comptroller of the CurrencyBanking Agreement • January 25th, 2008 • Millennium Bankshares Corp • National commercial banks
Millennium Bank, National Association, Reston, Virginia (“Bank”) and the Comptroller of the Currency of the United States of America (“Comptroller”) wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations.
CONSULTING AGREEMENT OF CCM CONSULTING SERVICES, INC.Consulting Agreement • August 2nd, 2006 • Millennium Bankshares Corp • National commercial banks • Virginia
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2006 and will be effective as of one day following the Retirement Date (as defined herein), among MILLENNIUM BANK, N.A., a national banking association, and its successors and assigns (the “Bank”), MILLENNIUM BANKSHARES CORPORATION, a Virginia corporation, and its successors and assigns (“Millennium Bankshares” or the “Holding Company”) (the Bank and the Holding Company are collectively referred to herein as “MBVA”), and CCM CONSULTING SERVICES, INC., a Virginia corporation (“Consultant”). Whenever the term “MBVA” is used herein, that term shall be deemed synonymous with the terms “Bank,” “Holding Company” or “Boards,” whenever the context so requires.
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • August 14th, 2003 • Millennium Bankshares Corp • National commercial banks • Virginia
This COMMERCIAL LEASE AGREEMENT (“Lease”) is made this 1st day of April, 2003, by and between 1051 ELDEN STREET, L.L.C. (“Landlord”), located at 1601 Washington Plaza, Reston, Virginia 20190, and MILLENNIUM BANK, N.A. (“Tenant”), having its principal offices at 1601 Washington Plaza, Reston, Virginia 20190
EXECUTIVE EMPLOYMENT AGREEMENT OF ANITA L. SHULLExecutive Employment Agreement • March 31st, 2006 • Millennium Bankshares Corp • National commercial banks • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as the date of the last signature affixed hereto between MILLENNIUM BANK, N.A., a national banking association (the “Bank”), and Anita L. Shull (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENT OF RICHARD I. LINHARTExecutive Employment Agreement • April 4th, 2007 • Millennium Bankshares Corp • National commercial banks • Virginia
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the date of the last signature affixed hereto between MILLENNIUM BANK, N.A., a national banking association and its successors and assigns (the "Bank") and MILLENNIUM BANKSHARES CORPORATION and its successors and assigns (referred to herein as “Millennium Bankshares” or the “Holding Company”) (the Bank, the Holding Company, and the Successor Employer, as such term is used herein, are collectively referred to herein as the “Employer”), and RICHARD I. LINHART ("Executive"). Whenever the term “Employer” is used herein, that term shall be deemed synonymous with the terms “Bank,” “Holding Company” or “Boards,” whenever the context so requires.
EXECUTIVE EMPLOYMENT AGREEMENT OF CARROLL C. MARKLEYExecutive Employment Agreement • March 31st, 2006 • Millennium Bankshares Corp • National commercial banks • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature affixed hereto between MILLENNIUM BANK, N.A., a national banking association and its successors and assigns (the “Bank”) and MILLENNIUM BANKSHARES CORPORATION and its successors and assigns (referred to herein as “Millennium Bankshares” or the “Holding Company”) (the Bank, the Holding Company, and the Successor Employer, as such term is used herein, are collectively referred to herein as the “Employer”), and CARROLL C. MARKLEY (“Executive”). Whenever the term “Employer” is used herein, that term shall be deemed synonymous with the terms “Bank,” “Holding Company” or “Boards,” whenever the context so requires.
EMPLOYMENT AGREEMENT OF JAMES OBRIENEmployment Agreement • May 17th, 2004 • Millennium Bankshares Corp • National commercial banks • Virginia
This Employment Agreement is entered into as of the date of the last signature affixed hereto, by and between Millennium Capital, Inc. d/b/a Millennium Bank Mortgage Company, a Virginia corporation (“Millennium Mortgage” or “the Company”), and James O’Brien (“Executive”).
UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.Written Agreement • June 4th, 2008 • Millennium Bankshares Corp • National commercial banks
Written Agreement by and between MILLENNIUM BANKSHARES CORPORATION Reston, Virginia and FEDERAL RESERVE BANK OF RICHMOND Richmond, Virginia Docket No. 08-010-WA/RB-HC
RECITALSExecutive Employment Agreement • March 31st, 2003 • Millennium Bankshares Corp • National commercial banks • Virginia
AGREEMENT AND PLAN OF REORGANIZATION BETWEEN MILLENNIUM BANKSHARES CORPORATION AND ALBEMARLE FIRST BANK JUNE 9, 2005Merger Agreement • June 10th, 2005 • Millennium Bankshares Corp • National commercial banks • Virginia
AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 9, 2005 (this “Agreement”), by and between ALBEMARLE FIRST BANK, a Virginia banking corporation (“Bank”), and MILLENNIUM BANKSHARES CORPORATION (“Acquiror”).
EMPLOYMENT AGREEMENT OF CARROLL C. MARKLEYEmployment Agreement • August 2nd, 2006 • Millennium Bankshares Corp • National commercial banks • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2006 and will be effective on the day immediately following the Retirement Date (as defined herein), among MILLENNIUM BANK, N.A., a national banking association, and its successors and assigns (the “Bank”), MILLENNIUM BANKSHARES CORPORATION, a Virginia corporation, and its successors and assigns (“Millennium Bankshares” or the “Holding Company”) (the Bank and the Holding Company are collectively referred to herein as “MBVA”), and CARROLL C. MARKLEY (“Markley”). Whenever the term “MBVA” is used herein, that term shall be deemed synonymous with the terms “Bank,” “Holding Company” or “Boards,” whenever the context so requires.
AMENDMENT TO EMPLOYMENT AGREEMENT OF CARROLL C. MARKLEYEmployment Agreement • November 14th, 2003 • Millennium Bankshares Corp • National commercial banks
In accordance with Section 11 of the Employment Agreement (“Employment Agreement”), by and among Millennium Bankshares Corporation and Millennium Bank, N.A. (“Employer”), on the one hand, and Carroll C. Markley (“the Executive”), on the other hand, as previously amended and restated February 8, 2001, the Employment Agreement is hereby amended as follows:
EXECUTIVE EMPLOYMENT AGREEMENT OF CARROLL C. MARKLEYExecutive Employment Agreement • April 15th, 2005 • Millennium Bankshares Corp • National commercial banks • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature affixed hereto between MILLENNIUM BANK, N.A., a national banking association and its successors and assigns (the “Bank”) and MILLENNIUM BANKSHARES CORPORATION and its successors and assigns (referred to herein as “Millennium Bankshares” or the “Holding Company”) (the Bank, the Holding Company, and the Successor Employer, as such term is used herein, are collectively referred to herein as the “Employer”), AND Carroll C. Markley (“Executive”). Whenever the term “Employer” is used herein, that term shall be deemed synonymous with the terms “Bank,” “Holding Company” or “Boards,” whenever the context so requires.
LEWIS, RICE & FINGERSH, L.C.Agreement and Plan of Reorganization • October 7th, 2005 • Millennium Bankshares Corp • National commercial banks
Re: Agreement and Plan of Reorganization dated as of June 9, 2005, as amended on September 27, 2005 between Millennium Bankshares Corporation (“Millennium”) and Albemarle First Bank (“Albemarle”)
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 28th, 2005 • Millennium Bankshares Corp • National commercial banks
This AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 27, 2005 (this “Amendment”), is entered into by and between MILLENNIUM BANKSHARES CORPORATION, a Virginia corporation (“Acquiror”), and ALBEMARLE FIRST BANK, a Virginia state bank (“Bank”).
AGREEMENTShareholder Agreement • August 7th, 2006 • Millennium Bankshares Corp • National commercial banks • Virginia
THIS AGREEMENT (this “Agreement”) dated as of August 4, 2006, is by and among MILLENNIUM BANKSHARES CORPORATION, a Virginia corporation (the “Company”), HOT CREEK CAPITAL, L.L.C., a Nevada limited liability company (“HCC”), HOT CREEK INVESTORS L.P., a Nevada limited partnership (“Investors”), DAVID M.W. HARVEY, an individual resident of the State of Nevada (“Harvey”), JOSEPH PAULINI, an individual resident of the Commonwealth of Virginia (“Paulini”), and CHARLES DEAN, an individual resident of the State of Florida (“Dean”) (HCC, Investors, Harvey, Paulini and Dean are referred to herein collectively as the “Group” and individually as a “Group Member”).
