FIRST CAPITAL BANCORP, INC. (a Virginia corporation) 10,958 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2012 • First Capital Bancorp, Inc. • State commercial banks • New York
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • February 9th, 2012 • First Capital Bancorp, Inc. • State commercial banks • New Jersey
THIS SUBSCRIPTION AGENT AGREEMENT (“Agreement”) between First Capital Bancorp, Inc. (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Agent”), is dated as of , 2012.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST CAPITAL BANCORP, INC. AND PARK STERLING CORPORATION DATED AS OF SEPTEMBER 30, 2015Merger Agreement • October 1st, 2015 • First Capital Bancorp, Inc. • State commercial banks • North Carolina
This AGREEMENT AND PLAN OF MERGER is dated as of September 30, 2015 (this “Agreement”), by and between FIRST CAPITAL BANCORP, INC., a Virginia corporation (“Target”), and PARK STERLING CORPORATION, a North Carolina corporation (“Buyer”). Each of Buyer and Target are referred to herein as a “Party” and, together, as the “Parties.”
Underwriting AgreementUnderwriting Agreement • April 26th, 2007 • First Capital Bancorp, Inc. • State commercial banks • Virginia
Pursuant to Section 7(d) of the Underwriting Agreement, Cherry, Bekaert & Holland, LLP shall furnish letters to the Representatives to the effect that:
WARRANT AGREEMENTWarrant Agreement • February 9th, 2012 • First Capital Bancorp, Inc. • State commercial banks • New Jersey
THIS WARRANT AGREEMENT, dated as of this day of , 2012 by and between FIRST CAPITAL BANCORP, INC., a Virginia corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Warrant Agent”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 29th, 2013 • First Capital Bancorp, Inc. • State commercial banks • Virginia
This Change in Control Agreement (“Agreement”) is entered into as of the day of December, 2012, by and among FIRST CAPITAL BANK (the “Bank”), and EMPLOYEE (the “Officer”).
UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 April 3, 2009Securities Purchase Agreement • April 6th, 2009 • First Capital Bancorp, Inc. • State commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.
FIRST CAPITAL BANK EXECUTIVE ENDORSEMENT SPLIT DOLLAR AGREEMENTExecutive Endorsement Split Dollar Agreement • May 13th, 2011 • First Capital Bancorp, Inc. • State commercial banks • Virginia
THIS AGREEMENT is entered into this 12th day of May, 2011, by First Capital Bank, a Virginia commercial bank located in Glen Allen, Virginia (the “Bank”) and Robert G. Watts, Jr. (the “Insured”).
FIRST CAPITAL BANCORP SPLIT DOLLAR LIFE INSURANCE AGREEMENTSplit Dollar Life Insurance Agreement • December 15th, 2011 • First Capital Bancorp, Inc. • State commercial banks
This Split Dollar Life Insurance Agreement (“Agreement”) is made and entered into by and between First Capital Bancorp (the “Company”) and Gary Armstrong (the “Insured”).
Amended and Restated Employment AgreementEmployment Agreement • March 31st, 2009 • First Capital Bancorp, Inc. • State commercial banks • Virginia
This is to confirm our agreement regarding your continued employment as President of First Capital Bancorp, Inc. (“Bancorp”) and President and Chief Executive Officer of First Capital Bank (the “FCB”). Bancorp and FCB are collectively referred to herein as (the “Bank”). This agreement supersedes and replaces your existing employment agreement with the Bank dated December 20, 2000.
FIRST CAPITAL BANCORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR GARY L. ARMSTRONG Effective February 1, 2011Supplemental Executive Retirement Plan Agreement • December 15th, 2011 • First Capital Bancorp, Inc. • State commercial banks • Virginia
This Supplemental Executive Retirement Plan Agreement (the “Agreement”) is between First Capital Bancorp (the “Company”) and Gary L.Armstrong (the “Participant”), and is effective February 1, 2011.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN EASTERN VIRGINIA BANKSHARES, INC. AND FIRST CAPITAL BANCORP, INC. April 3, 2009Merger Agreement • April 7th, 2009 • First Capital Bancorp, 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”).
FIRST CAPITAL BANCORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR JEANIE T. BODE Effective August 7, 2012Supplemental Executive Retirement Plan Agreement • March 29th, 2013 • First Capital Bancorp, Inc. • State commercial banks • Virginia
This Supplemental Executive Retirement Plan Agreement (the “Agreement”) is between First Capital Bancorp (the “Company”) and Jeanie T. Bode (the “Participant”), and is effective August 7, 2012.
Form of Consent LetterConsent Letter • April 6th, 2009 • First Capital Bancorp, Inc. • State commercial banks
First Capital Bancorp, 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.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 26th, 2007 • First Capital Bancorp, Inc. • State commercial banks • Virginia
This Agreement (“Agreement”) is entered into as of the 15th day of April, 2004, by and between FIRST CAPITAL BANK (the “Bank”) and WILLIAM W. RANSON (the “Executive”).
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 26th, 2008 • First Capital Bancorp, Inc. • State commercial banks • Virginia
This Amended and Restated Agreement (“Agreement”) is entered into as of the 15th day of September, 2006, by and between FIRST CAPITAL BANK (the “Bank”) and WILLIAM W. RANSON (the “Executive”) and replaces the Change in Control Agreement between the parties dated as of 15th, April, 2004.
November 3, 2015Consulting Agreement • November 9th, 2015 • First Capital Bancorp, Inc. • State commercial banks • Virginia
The purpose of this consulting agreement (the “Agreement”) is to set forth our agreement and understanding regarding the terms of your retention as a consultant to First Capital Bancorp, Inc., a Virginia corporation (the “Corporation”) pending the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of September 30, 2015 (the “Merger Agreement”) between the Corporation and Park Sterling Corporation (“Park Sterling”). The Corporation and its subsidiaries are referred to as “First Capital”.
EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2013 • First Capital Bancorp, Inc. • State commercial banks • Virginia
This Employment Agreement (this “Agreement”) is dated as of December 2, 2013 by and between First Capital Bancorp, Inc., a Virginia corporation (the “Company”), and John Presley.
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • January 19th, 2012 • First Capital Bancorp, Inc. • State commercial banks • Virginia
This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of January 19, 2012, is by and among First Capital Bancorp, Inc., (the “Company”), and Kenneth R. Lehman (the “Standby Purchaser”).
STANDSTILL AGREEMENTStandstill Agreement • May 16th, 2012 • First Capital Bancorp, Inc. • State commercial banks • Virginia
THIS AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of May 2012 by and among First Capital Bancorp, Inc., a Virginia corporation (the “Company”) and Kenneth R. Lehman (“Purchaser”).
Employment AgreementEmployment Agreement • April 26th, 2007 • First Capital Bancorp, Inc. • State commercial banks • Virginia
This is to confirm our agreement regarding your employment as President and Chief Executive Officer of First Capital Bank (the “Bank”).
December 27, 2011Financial Advisory Agreement • February 9th, 2012 • First Capital Bancorp, Inc. • State commercial banks • Virginia
FIRST CAPITAL BANK STOCK OPTION PLANStock Option Plan • April 26th, 2007 • First Capital Bancorp, Inc. • State commercial banks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2012 • First Capital Bancorp, Inc. • State commercial banks • Virginia
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of May 2012, by and among First Capital Bancorp, a Virginia corporation (the “Company”), and Kenneth R. Lehman (the “Standby Purchaser”).
—] Units FIRST CAPITAL BANCORP, INC. Common Stock and Warrants to Purchase Common Stock Underwriting AgreementUnderwriting Agreement • February 9th, 2012 • First Capital Bancorp, Inc. • State commercial banks • Virginia
inquiries and other procedures referred to above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information which are derived from the general accounting records of the Company and the Bank, which appear in the Rights Offering Prospectus, the Public Offering Prospectus, or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Underwriter, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and have found them to be in agreement.
