UP TO 5,000,000 COMMON SHARES HAMPTON ROADS BANKSHARES, INC. COMMON SHARES $0.01 PAR VALUE EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 14th, 2011 • Hampton Roads Bankshares Inc • National commercial banks • New York
Hampton Roads Bankshares, Inc., a Virginia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time to or through Sandler O’Neill + Partners, L.P., as sales agent (the “Agent”), up to five million (5,000,000) shares (the “Shares”) of the Company’s common shares, $0.01 par value (the “Common Shares”), on the terms set forth in this Equity Distribution Agreement (this “Agreement”). FBR Capital Markets & Co. agrees to act solely as an “qualified independent underwriter (the “QIU”) in connection with the offering of the Shares. Notwithstanding anything to the contrary contained herein, the Company and the Agent hereto agree that compliance with the limitations set forth in Section 2 on the number of Shares issued and sold hereunder shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Agent will be effected pursuant
