REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2005 • Community Bankers Acquisition Corp. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of ___, 2005, by and among: Community Bankers Acquisition Corp., a Delaware corporation (the “Company”); and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
7,500,000 Units1 COMMUNITY BANKERS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2006 • Community Bankers Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • November 14th, 2007 • Community Bankers Acquisition Corp. • Blank checks • New York
Agreement made as of June 8, 2006 between Community Bankers Acquisition Corp., a Delaware corporation, with offices at 717 King Street, Alexandria, Virginia 22314, (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, 8th Floor, New York, New York 10004 (the “Warrant Agent”).
I-BANKERS SECURITIES INCORPORATED 1560 East Southlake Boulevard, Suite 232 Southlake, TX 76092 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • August 1st, 2005 • Community Bankers Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 23rd, 2006 • Community Bankers Acquisition Corp. • Blank checks • New York
This Agreement is made as of ___, 2006 by and between Community Bankers Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
TERM LOAN AGREEMENT dated as of April 22, 2014 among COMMUNITY BANKERS TRUST CORPORATION as Borrower and THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative AgentTerm Loan Agreement • April 28th, 2014 • Community Bankers Trust Corp • State commercial banks • Georgia
THIS TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2014, by and among COMMUNITY BANKERS TRUST CORPORATION, a Virginia corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2008 • Community Bankers Trust Corp • State commercial banks • Virginia
THIS AGREEMENT, dated as of the 25th day of September 2008 and made effective as of the 31st day of May, 2008, between Community Bankers Trust Corp., a corporation organized and existing under the laws of the State of Delaware (“Company”), and Gary A. Simanson (“Employee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 14th, 2007 • Community Bankers Acquisition Corp. • Blank checks • New York
This Agreement is made as of June 8, 2006 by and between Community Bankers Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 19th, 2005 • Community Bankers Acquisition Corp. • Blank checks • New York
This Agreement is made as of ___, 2005 by and between Community Bankers Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
TransCommunity Financial Corporation Change in Control AgreementChange in Control Agreement • July 28th, 2008 • Community Bankers Trust CORP • State commercial banks
This Change in Control Agreement (this “Agreement”) dated this 27th day of May, 2008, by and between Patrick J. Tewell (“Employee”) and TransCommunity Financial Corporation (the “Company”), shall become effective May 27, 2008.
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2008 • Community Bankers Trust CORP • State commercial banks
THIS EMPLOYMENT AGREEMENT (“AGREEMENT”), is made as of May 27, 2008, by and between TransCommunity Financial Corp. (“Corporation”) and Bruce B. Nolte (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2007 • Community Bankers Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 8th day of June 2006, by and among Community Bankers Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Holder on the signature page hereto (each, a “Holder” and, collectively, the “Holders”).
I-Bankers Securities, Inc. Maxim Group LLC Legend Merchant Group, Inc. c/o I-Bankers Securities, Inc. 1560 East Southlake Boulevard, Suite 232 Southlake, TX 76092 Re: Community Bankers Acquisition Corp. Gentlemen:Warrant Purchase Agreement • April 21st, 2006 • Community Bankers Acquisition Corp. • Blank checks
This letter will confirm the agreement of Gary A. Simanson and David Zalman, on the one hand (the “Stockholders”), and I-Bankers Securities, Inc. (“I-Bankers”), Maxim Group LLC and Legend Merchant Group, Inc., (collectively, the “Representatives”), on the other hand, with respect to the purchase of certain warrants to purchase common stock (“Warrants”) of Community Bankers Acquisition Corp. (the “Company”) included in the units (comprised of one share of common stock and one warrant to purchase common stock) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO, unless I-Bankers, on behalf of the Representatives, informs the Company of their decision to allow earlier separate trading.
AGREEMENT AND PLAN OF MERGER By And Between COMMUNITY BANKERS ACQUISITION CORP. AND TRANSCOMMUNITY FINANCIAL CORPORATION Dated as of September 5, 2007Merger Agreement • September 7th, 2007 • Community Bankers Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 5, 2007, is by and between Community Bankers Acquisition Corp., a Delaware corporation (“CBAC”) and TransCommunity Financial Corporation, a Virginia corporation (“TFC”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 1st, 2005 • Community Bankers Acquisition Corp. • Blank checks • Delaware
STOCK ESCROW AGREEMENT, dated as of ___, 2005 (“Agreement”), by and among COMMUNITY BANKERS ACQUISITION CORP., a Delaware corporation (the “Company”), COMMUNITY BANKERS ACQUISITION, LLC, GARY A. SIMANSON, DAVID ZALMAN, THE EUGENE S. PUTNAM, JR. 2004 IRREVOCABLE TRUST, STEWART J. PAPERIN, KEITH WALZ, DAVID W. SPAINHOUR AND CAROLYN E. SPAINHOUR TRUSTEES OF THE SPAINHOUR FAMILY TRUST U/A DATED 8/22/97 (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2005 • Community Bankers Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of ___, 2005, by and among: Community Bankers Acquisition Corp., a Delaware corporation (the “Company”); and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF AGREEMENT] COMMUNITY BANKERS TRUST CORPORATION Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • March 30th, 2012 • Community Bankers Trust Corp • State commercial banks • Delaware
THIS AGREEMENT dated as of the day of 20 , between COMMUNITY BANKERS TRUST CORPORATION, a Virginia corporation (the “Company”), and (“Participant”), is made pursuant and subject to the provisions of the Company’s 2009 Stock Incentive Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
COMMUNITY BANKERS ACQUISITION CORP. 717 King Street Alexandria, VA 22314Special Advisor Agreement • November 21st, 2005 • Community Bankers Acquisition Corp. • Blank checks
This will confirm our agreement that you have agreed to serve Community Bankers Acquisition Corp. (the “Company”) in the role of special advisor to the Board of Directors (“you” or “Special Advisor”) commencing on or about June 16, 2005. You also consent to be named in the Company’s registration statement on Form S-1 and to the use of a summary of your background for the Form S-1.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • August 14th, 2008 • Community Bankers Trust Corp • State commercial banks • Virginia
BRUCE B. NOLTE and COMMUNITY BANKERS TRUST CORPORATION have entered into the following Separation Agreement and Release (“Agreement”). In this Agreement, “Executive” refers to Bruce B. Nolte. The “Corporation” refers to Community Bankers Trust Corporation. “Parties” refers to Executive and the Corporation, collectively. The Agreement provides:
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • February 12th, 2007 • Community Bankers Acquisition Corp. • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated as of January 29, 2007, relates to the Warrant Agreement, dated as of June 8, 2006 (the “Warrant Agreement”), by and between Community Bankers Acquisition Corp., a Delaware corporation, with offices at 717 King Street, Alexandria, VA 22314 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
PERFORMANCE DRIVEN RETIREMENT AGREEMENTPerformance Driven Retirement Agreement • July 7th, 2016 • Community Bankers Trust Corp • State commercial banks • Virginia
THIS PERFORMANCE DRIVEN RETIREMENT AGREEMENT (this “Agreement”), adopted this 30th day of June, 2016, by and between Essex Bank, located in Richmond, Virginia (the “Employer”), and [Officer] (the “Executive”), formalizes the agreements and understanding between the Employer and the Executive.
AGREEMENT AND PLAN OF MERGER By And Between COMMUNITY BANKERS ACQUISITION CORP. AND BOE FINANCIAL SERVICES OF VIRGINIA, INC. Dated as of December 13, 2007Merger Agreement • December 17th, 2007 • Community Bankers Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 13, 2007, is by and between Community Bankers Acquisition Corp., a Delaware corporation (“CBAC”) and BOE Financial Services of Virginia, Inc., a Virginia corporation (“BOE”).
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, VIRGINIAWritten Agreement • April 27th, 2011 • Community Bankers Trust Corp • State commercial banks
Written Agreement by and among COMMUNITY BANKERS TRUST CORPORATION Glen Allen, Virginia ESSEX BANK Tappahannock, Virginia FEDERAL RESERVE BANK OF RICHMOND Richmond, Virginia and STATE CORPORATION COMMISSION BUREAU OF FINANCIAL INSTITUTIONS Richmond, Virginia Docket No. 11-031-WA/RB-BHC 11-031-WA/RB-SM
COMMUNITY BANKERS ACQUISITION CORP.Service Agreement • April 22nd, 2005 • Community Bankers Acquisition Corp.
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Community Bankers Acquisition Corp. (the “Company”) and continuing (i) until the consummation by the Company of a “Business Combination” (as described in the Company’s IPO prospectus), (ii) 18 months from commencement of the IPO if the Company does not effect a business combination, or (iii) 24 months from the consummation of the IPO if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months of commencement of the IPO and the Company has not effected a business combination, Community Bankers Acquisition LLC shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 717 King Street, Alexandria, Virginia 22314. In exchange therefor, the Company shall pay Community Bankers Acqui
COMMUNITY BANKERS ACQUISITION CORP. 717 King Street Alexandria, VA 22314Board of Directors Agreement • November 21st, 2005 • Community Bankers Acquisition Corp. • Blank checks
This will formally confirm the agreement we reached on or about April 28, 2005, pursuant to which you agreed to serve Community Bankers Acquisition Corp. (the “Company”) as a member of the Board of Directors. You also confirm your consent to be named in the Company’s registration statement on Form S-1 and to the use of a summary of your background for the Form S-1.
SunTrust letterhead] December 28, 2015Term Loan Agreement • March 11th, 2016 • Community Bankers Trust Corp • State commercial banks
This letter refers to the Term Loan Agreement, dated as of April 22, 2014 (the “Agreement”), among Community Bankers Trust Corporation as Borrower (the “Borrower”), the Lenders from Time to Time Party Thereto and SunTrust Bank as Administrative Agent. As the result of certain strategic actions by the Borrower, we understand that the Borrower will not be in compliance with each of (i) the “Return on Average Assets” covenant set forth in Section 6.2 of the Agreement (the “Return on Average Assets Covenant”) and (ii) the “Dividend Capacity” covenant set forth in Section 6.4 of the Agreement (the “Dividend Capacity Covenant”) during the periods described below.
I-Bankers Securities Incorporated 1560 East Southlake Boulevard, Suite 232 Southlake, TX 76092 Re: Community Bankers Acquisition Corp. Gentlemen:Warrant Purchase Agreement • August 1st, 2005 • Community Bankers Acquisition Corp. • Blank checks
This letter will confirm the agreement of Gary A. Simanson and David Zalman (the “Stockholders”) and I-Bankers Securities Incorporated (the “Representative”) with respect to the purchase of certain warrants to purchase common stock (“Warrants”) of Community Bankers Acquisition Corp. (the “Company”) included in the units (comprised of one share of common stock and one warrant to purchase common stock) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO, unless the Representative informs the Company of its decision to allow earlier separate trading.
SunTrust letterhead] December 28, 2015Term Loan Agreement • March 16th, 2017 • Community Bankers Trust Corp • State commercial banks
This letter refers to the Term Loan Agreement, dated as of April 22, 2014 (the “Agreement”), among Community Bankers Trust Corporation as Borrower (the “Borrower”), the Lenders from time to time party thereto and SunTrust Bank as Administrative Agent. As the result of certain strategic actions by the Borrower, we understand that the Borrower will not be in compliance with each of (i) the “Return on Average Assets” covenant set forth in Section 6.2 of the Agreement (the “Return on Average Assets Covenant”) and (ii) the “Dividend Capacity” covenant set forth in Section 6.4 of the Agreement (the “Dividend Capacity Covenant”) during the periods described below.
PURCHASE AND ASSUMPTION AGREEMENT BETWEEN COMMUNITY & SOUTHERN BANK AND Essex Bank August 19, 2013Purchase and Assumption Agreement • August 23rd, 2013 • Community Bankers Trust Corp • State commercial banks • Georgia
This Purchase and Assumption Agreement, dated as of August 19, 2013 (the “Agreement”), is by and between Community & Southern Bank, a bank organized under the laws of the State of Georgia (the “Buyer”), and Essex Bank, a bank organized under the laws of the State of Virginia (the “Seller”).
FORM OF AGREEMENT] COMMUNITY BANKERS TRUST CORPORATION Performance-Based Restricted Stock Unit Award AgreementPerformance-Based Restricted Stock Unit Award Agreement • March 25th, 2021 • Community Bankers Trust Corp • State commercial banks • Virginia
THIS AWARD AGREEMENT dated as of the _____ day of __________, ____, between COMMUNITY BANKERS TRUST CORPORATION, a Virginia corporation (the “Company”) and ____________ (“Participant”), is made pursuant and subject to the provisions of the Company’s 2019 Stock Incentive Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
FORM OF AGREEMENT] COMMUNITY BANKERS TRUST CORPORATION Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • March 13th, 2020 • Community Bankers Trust Corp • State commercial banks • Virginia
THIS AWARD AGREEMENT dated as of the _____ day of __________ 20__, between COMMUNITY BANKERS TRUST CORPORATION, a Virginia corporation (the “Company”), and ____________________ (“Participant”), is made pursuant and subject to the provisions of the Company’s 2019 Stock Incentive Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
AGREEMENT AND PLAN OF REINCORPORATION AND MERGER BETWEEN COMMUNITY BANKERS TRUST CORPORATION (A DELAWARE CORPORATION) AND CBTC VIRGINIA CORPORATION (A VIRGINIA CORPORATION)Agreement and Plan of Reincorporation and Merger • January 7th, 2014 • Community Bankers Trust Corp • State commercial banks • Virginia
This Agreement and Plan of Reincorporation and Merger (“Agreement”) is made and entered into as of May 13, 2013 by and between COMMUNITY BANKERS TRUST CORPORATION, a Delaware corporation (“CBTC Delaware”), and CBTC VIRGINIA CORPORATION, a Virginia corporation (“CBTC Virginia”).
PURCHASE AND ASSUMPTION AGREEMENT ALL DEPOSIT AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF The Community Bank, Loganville, Georgia FEDERAL DEPOSIT INSURANCE CORPORATION and BANK OF ESSEX, TAPPAHANNOCK, VA DATED AS OF 21 November 2008Purchase and Assumption Agreement • November 28th, 2008 • Community Bankers Trust Corp • State commercial banks
THIS AGREEMENT, made and entered into as of 21 November 2008, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of The Community Bank, Loganville, Georgia (the “Receiver”), BANK OF ESSEX, organized under the laws of Virginia, and having its principal place of business in Tappahannock, Virginia (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2008 • Community Bankers Trust CORP • State commercial banks
THIS EMPLOYMENT AGREEMENT (“AGREEMENT”), is made as of May 27th, 2008, by and between TransCommunity Financial Corp. (“Corporation”) and Patrick J. Tewell (“Executive”).
CHANGE IN CONTROL EMPLOYMENT AGREEMENTChange in Control Employment Agreement • October 20th, 2016 • Community Bankers Trust Corp • State commercial banks • Virginia
This Agreement (“Agreement”) is made as of October 14, 2016, by and between Essex Bank, a Virginia banking corporation (the “Company”), and [NAMED EXECUTIVE OFFICER].
