FIRST CAPITAL BANCORP, INC. (a Virginia corporation) 10,958 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2012 • First Capital Bancorp, Inc. • State commercial banks • New York
First Capital Bancorp, Inc., a Virginia corporation (the “Company”), First Capital Bank, a Virginia chartered commercial bank (the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with — and — (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom — and — are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $4.00 per share, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aforesaid 10,958 shares of Preferred Stock to be purchased by the Underwriters are referred to herein, collectively, as the “Securities.”
