HAMPTON ROADS BANKSHARES, INC. Common Stock ($0.625 par value) UNDERWRITING AND ADVISORY AGREEMENT July , 2006Underwriting and Advisory Agreement • July 27th, 2006 • Hampton Roads Bankshares Inc • National commercial banks • Virginia
Hampton Roads Bankshares, Inc., a Virginia corporation (the “Company”), proposes to employ you (“you” or the “Underwriter”) to advise the Company in the structure of rights and public offerings of the Company’s common stock, par value $0.625 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 shares of Common Stock in the public offering (the “Public Offering”), less (ii) any shares of Common Stock that were purchased by 5:00 p.m. Eastern Time, July , 2006 in the Company’s rights offering of 670,000 shares of its Common Stock (the “Rights Offering”). The shares of Common Stock to be issued in the Public Offering are referred to herein as the “Shares.”
