REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGEReorganization Agreement and Plan of Share Exchange • March 26th, 2013 • Virginia National Bankshares Corp • Virginia
This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Agreement”), dated as of March 6, 2013, is entered into between Virginia National Bank (the “Bank”), a national bank organized under the laws of the United States, and Virginia National Bankshares Corporation (the “Holding Company”), a corporation organized under the laws of the Commonwealth of Virginia.
March 26, 2013Reorganization Agreement and Plan of Share Exchange • March 26th, 2013 • Virginia National Bankshares Corp
We have acted as special counsel to Virginia National Bankshares Corporation, a Virginia corporation (the “Holding Company”), and Virginia National Bank, a national banking association (the “Bank”), in connection with the proposed share exchange (the “Reorganization”) in which the shareholders of the Bank will exchange their shares of capital stock of the Bank for shares of voting common stock of the Holding Company. As a result of the Reorganization, the Bank will become a wholly-owned subsidiary of the Holding Company pursuant to the terms of and as described in that certain Reorganization Agreement and Plan of Share Exchange (the “Reorganization Agreement”), dated as of March 6, 2013, by and between the Holding Company and the Bank, as described in the Holding Company’s Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 26, 2013.
