0001193125-13-002277 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 3rd, 2013 • Bay Banks of Virginia Inc • State commercial banks • Virginia

THIS SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is by and between Bay Banks of Virginia, Inc., a Virginia corporation (the “Company”), and the undersigned individual, corporation, limited liability company, partnership, trust or employee benefit plan executing this Subscription Agreement as the investor (the “Investor”).

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SECURITIES PURCHASE AGREEMENT BY AND AMONG BAY BANKS OF VIRGINIA, INC. AND THE OTHER SIGNATORIES THERETO December 31, 2012
Securities Purchase Agreement • January 3rd, 2013 • Bay Banks of Virginia Inc • State commercial banks • New York

The undersigned hereby certifies that she is the duly elected, qualified and acting Secretary of Bay Banks of Virginia, Inc., a Virginia corporation (the “Company”), and that as such she is authorized to execute and deliver this certificate in the name and on behalf of the Company and in connection with the Securities Purchase Agreement, dated as of December 31, 2012, by and among the Company and the investors party thereto (the “Securities Purchase Agreement”), and further certifies in her official capacity, in the name and on behalf of the Company, the items set forth below. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Securities Purchase Agreement.

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