Blue Ridge Bankshares, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 22nd, 2023 • Blue Ridge Bankshares, Inc. • State commercial banks • New York

Set forth in the space provided below the state(s), if any, in the United States in which you maintained your residence during the past two years and the dates during which you resided in each state:

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 19th, 2016 • Blue Ridge Bankshares, Inc. • National commercial banks • Virginia

This Change in Control Agreement (“Agreement”), dated as of January 1, 2011, is between Blue Ridge Bank, Inc., a Virginia state charted bank (“Company”), and Brian K. Plum (“Officer”) and provides as follows.

FORM OF SUBORDINATED NOTE PURCHASE AGREEMENT
Form of Subordinated Note Purchase Agreement • May 19th, 2016 • Blue Ridge Bankshares, Inc. • National commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 20, 2015, and is made by and among Blue Ridge Bankshares, Inc., a Virginia corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2023 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

This Amended and Restated Employment Agreement (this “Agreement”) is dated as of October 24, 2023 (the “Effective Date”), by and among Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”), Blue Ridge Bank, National Association, a national banking association (the “Bank” and, collectively with the Company, the “Employer”), and G. William Beale (“Executive”).

BLUE RIDGE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Supplemental Executive Retirement Plan • May 19th, 2016 • Blue Ridge Bankshares, Inc. • National commercial banks • Virginia

This Supplemental Executive Retirement Plan (the “Plan”) is effective March 1, 2016, by and between Blue Ridge Bank (the “Bank”), a banking corporation organized and existing under the laws of the Commonwealth of Virginia, and Brian K. Plum (the “Executive”).

FORM OF SUBORDINATED NOTE PURCHASE AGREEMENT
Form of Subordinated Note Purchase Agreement • May 29th, 2020 • Blue Ridge Bankshares, Inc. • State commercial banks • North Carolina

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of May 28, 2020, and is made by and among Blue Ridge Bankshares, Inc., a Virginia corporation (“Company”), and the purchaser of the Subordinated Note identified on the signature page hereto (“Purchaser”).

FORM OF BRBS AFFILIATE AGREEMENT
Form of BRBS Affiliate Agreement • July 15th, 2021 • Blue Ridge Bankshares, Inc. • State commercial banks

THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of July 14, 2021, is by and among BLUE RIDGE BANKSHARES, INC., a Virginia corporation (“BRBS”), FVCBANKCORP, INC., a Virginia corporation (“FVCB”), 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).

EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2019 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

This Employment Agreement (this “Agreement”) is dated as of May 13, 2019, by and between Blue Ridge Bank, National Association (the “Bank”) and A. Preston Moore, Jr.

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • April 5th, 2024 • Blue Ridge Bankshares, Inc. • State commercial banks

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 3, 2024, by and among Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

FORM OF FVCB AFFILIATE AGREEMENT
Form of FVCB Affiliate Agreement • July 15th, 2021 • Blue Ridge Bankshares, Inc. • State commercial banks

THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of July 14, 2021, is by and among BLUE RIDGE BANKSHARES, INC., a Virginia corporation (“BRBS”), FVCBANKCORP, INC., a Virginia corporation (“FVCB”), and the undersigned shareholder of FVCB (“Shareholder”). All capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (as defined herein).

BLUE RIDGE BANKSHARES, INC. RESTRICTED STOCK AWARD AGREEMENT (Employee – Time- Based)
Restricted Stock Award Agreement • March 15th, 2024 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into as of the _____ day of _____________ (the “Effective Date”), by and between Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”) and _________ (“Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 19th, 2016 • Blue Ridge Bankshares, Inc. • National commercial banks • Virginia

This Employment Agreement (“Agreement”) is made as of November 1, 2011, by and between Blue Ridge Bank, Inc., a Virginia banking company (the “Company”), and Brian K. Plum (the “Officer”).

FORM OF BAYK AFFILIATE AGREEMENT
Affiliate Agreement • August 14th, 2020 • Blue Ridge Bankshares, 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 AGREEMENT
Affiliate Agreement • August 14th, 2020 • Blue Ridge Bankshares, 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).

MUTUAL TERMINATION AGREEMENT
Mutual Termination Agreement • January 20th, 2022 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

This MUTUAL TERMINATION AGREEMENT (the “Agreement ”) is made and entered into as of January 20, 2022, between BLUE RIDGE BANKSHARES, INC., a Virginia corporation (“BRBS”), and FVCBANKCORP, INC., a Virginia corporation (“FVCB”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 1st, 2021 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

This Employment Agreement (this “Agreement”) is dated as of August 12, 2020, by and among Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”), Blue Ridge Bank, National Association, a national banking association (the “Bank”), and Randal R. Greene (the “Executive”).

April 3, 2024
Blue Ridge Bankshares, Inc. • April 5th, 2024 • State commercial banks

Reference is made to that certain Amended and Restated Securities Purchase Agreement (including the exhibits and schedules thereto), dated as of April 3, 2024, by and among Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”), and each purchaser identified on the signature pages thereto (the “Purchase Agreement”), including the undersigned (the “Insider Purchaser”). This letter agreement sets forth the Insider Purchaser’s agreement with the Company with respect to certain matters and provisions set forth in the Purchase Agreement and the Preferred Stock Articles of Amendment with respect to the shares of the Series B, in connection with the Insider Purchaser’s purchase and ownership of, and rights with respect to, the shares of the Series B acquired and held by the Insider Purchaser. Unless otherwise required by the context, all capitalized terms not defined in this letter agreement shall have the meanings given to such terms in the Purchase Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2024 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

This Employment Agreement (this “Agreement”) is dated as of October 23, 2023 (the “Effective Date”), by and between Blue Ridge Bank, National Association, a national banking association (the “Bank” or the “Employer”), and C. Douglass Riddle (“Executive”).

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 5th, 2024 • Blue Ridge Bankshares, Inc. • State commercial banks • New York

Set forth in the space provided below the state(s), if any, in the United States in which you maintained your residence during the past two years and the dates during which you resided in each state:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 11th, 2024 • Blue Ridge Bankshares, Inc. • State commercial banks • New York

Set forth in the space provided below the state(s), if any, in the United States in which you maintained your residence during the past two years and the dates during which you resided in each state:

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 19th, 2016 • Blue Ridge Bankshares, Inc. • National commercial banks • Virginia

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] is made and entered into by and among Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”), and the several purchasers of Common Stock signatory hereto (each an “Initial Holder” and collectively with any Person who subsequently becomes a transferee of Registrable Securities and a party to this Agreement in accordance with Section 12, the “Holders,” and individually, a “Holder”).

Contract
Blue Ridge Bankshares, Inc. • October 4th, 2019 • State commercial banks

Compensation Rate: You will receive an initial annual base salary of $85,000. This is an exempt position under the Fair Labor Standards Act. Employees are paid on a semi-monthly schedule.

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BLUE RIDGE BANKSHARES, INC. RESTRICTED STOCK AWARD AGREEMENT (LTIP – _____ – Performance-Based)
Restricted Stock Award Agreement • March 15th, 2024 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into as of the __ day of _____________ (the “Effective Date”), by and between Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”) and _________ (“Participant”).

BLUE RIDGE BANKSHARES, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • October 4th, 2019 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 20[ ] (the “Effective Date”), by and between Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”), and [ ] (“Officer”).

AGREEMENT AND PLAN OF REORGANIZATION between BLUE RIDGE BANKSHARES, INC. and FVCBANKCORP, INC. July 14, 2021
Affiliate Agreement • July 15th, 2021 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of July 14, 2021, between BLUE RIDGE BANKSHARES, INC., a Virginia corporation (“BRBS”), and FVCBANKCORP, INC., a Virginia corporation (“FVCB”).

AGREEMENT AND PLAN OF REORGANIZATION between BLUE RIDGE BANKSHARES, INC. and BAY BANKS OF VIRGINIA, INC. August 12, 2020
Agreement and Plan of Reorganization • August 14th, 2020 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of August 12, 2020, between BLUE RIDGE BANKSHARES, INC., a Virginia corporation (“BRBS”), and BAY BANKS OF VIRGINIA, INC., a Virginia corporation (“BAYK”).

FORM OF STOCK PURCHASE AGREEMENT
Form of Stock Purchase Agreement • May 19th, 2016 • Blue Ridge Bankshares, Inc. • National commercial banks • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of [December 31, 2014] [March 17, 2015], (the “Agreement Date”), and is made by and among Blue Ridge Bankshares, Inc., a Virginia corporation (“Issuer”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

EXCHANGE AGREEMENT by and between BLUE RIDGE BANKSHARES, INC. and CASTLE CREEK CAPITAL PARTNERS VIII, LP Dated as of April 3, 2024
Exchange Agreement • April 5th, 2024 • Blue Ridge Bankshares, Inc. • State commercial banks • Delaware

This EXCHANGE AGREEMENT is made and entered into as of April 3, 2024 (this “Agreement”) by and between Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”), and Castle Creek Capital Partners VIII, LP, a Delaware limited partnership (the “Investor”).

July 8, 2016 River Bancorp, Inc.
Blue Ridge Bankshares, Inc. • July 8th, 2016 • State commercial banks
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 9th, 2020 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

This Amended and Restated Employment Agreement (this “Agreement”) is dated as of November 19, 2020 and to become effective as of the “Effective Date” (as defined below), by and among Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”), Blue Ridge Bank, National Association, a national banking association (the “Bank” and, collectively with the Company, the “Employer”), and C. Rodes Boyd, Jr. (the “Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Reorganization Agreement • February 1st, 2021 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

This Amended and Restated Employment Agreement (this “Agreement”) is dated as of August 12, 2020, by and among Blue Ridge Bank, National Association, a national banking association (the “Bank”), and Susan Pittman (the “Executive”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 12, 2020, between BLUE RIDGE BANKSHARES, INC. and BAY BANKS OF VIRGINIA, INC. November 6, 2020
Agreement and Plan of Reorganization • November 13th, 2020 • Blue Ridge Bankshares, Inc. • State commercial banks • Virginia

THIS FIRST AMENDMENT (this “Amendment”) to the Agreement and Plan of Reorganization, dated as of August 12, 2020 (the “Agreement”), is made and entered into as of November 6, 2020, between BLUE RIDGE BANKSHARES, INC., a Virginia corporation (“BRBS”), and BAY BANKS OF VIRGINIA, INC., a Virginia corporation (“BAYK”). Capitalized terms not defined in this Amendment have the respective meanings given to them in the Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 14th, 2024 • Blue Ridge Bankshares, Inc. • State commercial banks

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of June 7, 2024, between the Company and the Purchaser (the “Purchase Agreement”).

AGREEMENT BY AND BETWEEN Blue Ridge Bank, National Association Martinsville, Virginia and The Office of the Comptroller of the Currency AA-NE-2022-43
Agreement by And • September 1st, 2022 • Blue Ridge Bankshares, Inc. • State commercial banks

Blue Ridge Bank, National Association, Martinsville, Virginia (“Bank”) and the Office of the Comptroller of the Currency (“OCC”) wish to assure the safety and soundness of the Bank and its compliance with laws and regulations.

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